Employment Agreement - MGM Grand Inc. and J. Terrence Lanni

                              EMPLOYMENT AGREEMENT
 
     This Employment Agreement ("Agreement") is entered into as of February 21,
2000, by and between MGM GRAND, INC., a Delaware corporation ("Employer"), and
J. Terrence Lanni ("Employee").

1.    Employment.  Employer hereby employs Employee, and Employee hereby accepts
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      employment by Employer, as Chairman of the Board of Directors of Employer
      to perform such executive, managerial or administrative duties as Employer
      may specify from time to time. In construing the provisions of this
      Agreement, Employer shall include all of Employer's subsidiary, parent and
      affiliated corporations and entities. Employee is presently a member of
      the Board of Directors of Employer and its Executive Committee. During the
      Specified Term, Employer agrees to take all steps necessary to include
      Employee as a member of management's slate of nominees for election as a
      member of Employer's Board of Directors, and to use all reasonable efforts
      to maintain Employee's position as Chairman of the Board of Directors and
      member of the Executive Committee. During the Specified Term, all
      employees of Employer, including its subsidiaries and other entities which
      it controls, shall report directly or indirectly (as specified by
      Employee) to Employee.

2.    Term.  This Agreement shall commence on February 21, 2000 (the
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      "Commencement Date"), and continue through and including June 1, 2004 (the
      "Specified Term").

3.    Compensation.  Employee shall receive a minimum annual salary of
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      $1,000,000, commencing on the Commencement Date. Employee shall also be
      eligible to receive fringe benefits commensurate with Employer's other
      employees in comparable executive positions, and reimbursement for all
      reasonable business and travel expenses incurred by Employer in performing
      the duties hereunder, payable in accordance with Employer's customary
      practices. Employee's performance may be reviewed periodically. Employee
      is eligible for consideration for a discretionary raise and/or promotion
      by Employer in its sole and absolute discretion. Commencing with the
      Employer's fiscal year ending on December 31, 2000, Employee shall be
      entitled to an annual bonus ("Bonus") determined pursuant to Employer's
      Annual Performance-Based Incentive Plan for Executive Officers, or any
      successor plan (the "Bonus Plan"), with Employee's participation to be
      determined on a pro rata basis to the extent the termination date of this
      Agreement does not coincide with the end of a fiscal year of Employer.
      Employee shall also be eligible to receive additional bonuses as
      determined by Employer in its sole and absolute discretion.

4.    Extent of Services. The Employee agrees that the duties and services to be
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      performed by Employee shall be performed exclusively for Employer.
      Employee further agrees to perform such duties in an efficient,
      trustworthy and businesslike manner. The Employee agrees not to render to
      others any service of any kind whether or not for compensation, or to
      engage in any other business activity whether or not for compensation,
      that is similar to or conflicts

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     with the performance of Employee's duties under this Agreement, without the
     approval of the Executive Committee of the Board of Directors of Employer.
     Subject to the above-referenced discretion of the Executive Committee, it
     is understood that Employee may continue to serve in the capacities
     specified on Exhibit D hereto.

5.   Policies and Procedures.  In addition to the terms herein, Employee agrees
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     to be bound by Employer's policies and procedures as they may be amended by
     Employer from time to time. In the event the terms in this Agreement
     conflict with Employer's policies and procedures, the terms herein shall
     take precedence. Employer recognizes that it has a responsibility to see
     that its employees understand the adverse effects that problem gambling and
     underage gambling can have on individuals and the gaming industry as a
     whole. Employee acknowledges having read Employer's policies, procedures
     and manuals and agrees to abide by the same, including but not limited to
     Employer's policy of prohibiting underage gaming and supporting programs to
     treat compulsive gambling.

6.   Licensing Requirements.  Employee acknowledges that Employer is engaged in
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     a business that is or may be subject to and exists because of privileged
     licenses issued by governmental authorities in Nevada, Michigan,
     Mississippi, New Jersey, Australia, South Africa, and other jurisdictions
     in which Employer is engaged or has applied, or during the Specified Term
     may apply, to engage in the gaming business. If requested to do so by
     Employer, Employee shall apply for and obtain any license, qualification,
     clearance or the like which shall be requested or required of Employee by
     any regulatory authority having jurisdiction over Employer. If Employee
     fails to satisfy such requirement, or if Employer is directed to cease
     business with Employee by any such authority, or if Employer shall
     determine, in Employer's sole and exclusive judgment, that Employee was, is
     or might be involved in, or is about to be involved in, any activity,
     relationship(s) or circumstances which could or does jeopardize Employer's
     business, reputation or such licenses of Employer, or if any such license
     is threatened to be, or is, denied, curtailed, suspended or revoked as a
     result of Employer's continued employment of Employee, this Agreement may
     be terminated by Employer and the parties' obligations and responsibilities
     shall be determined by the provisions of Paragraph 10(a).

7.   Additional Consideration.  Employee has received as consideration for this
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     Agreement, in addition to the Compensation stated in Paragraph 3 above, the
     sum of $40,000 (the "Additional Compensation"). Employee represents and
     warrants that such consideration is reasonable, adequate and sufficient for
     Employee's agreement to the terms contained herein, including but not
     limited to the undertakings stated in Paragraphs 4, 6 and 8.

8.   Restrictive Covenants.
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     (a)   Competition.  Employee acknowledges that, in the course of Employee's
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           responsibilities hereunder, Employee will form relationships and
           become acquainted with certain confidential and proprietary
           information as further defined in Paragraph 8(b). Employee further
           acknowledges that such relationships and information are

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     valuable to the Employer and that the restrictions on future employment, if
     any, are reasonably necessary in order for Employer to remain competitive
     in the gaming industry. In consideration for the Compensation and
     Additional Consideration hereunder, and in recognition of Employer's
     heightened need for protection from abuse of relationships formed or
     information obtained before and during the Specified Term of the Employee's
     employment hereunder, Employee covenants and agrees that, except as
     otherwise provided herein, in the event Employee is not employed by
     Employer for the entire Specified Term, then for the twelve (12) month
     period immediately following separation from active employment, or for such
     shorter period remaining in the Specified Term should Employee separate
     from active employment with less than twelve (12) months remaining in the
     Specified Term (the "Restricted Period"), Employee shall not directly or
     indirectly be employed by, provide consultation or other services to,
     engage in, participate in or otherwise be connected in any way with any
     firm, person, corporation or other entity which is either directly,
     indirectly or through an affiliated company, engaged in non-restricted
     gaming in the State of Nevada, or in or within a 150 mile radius of any
     other jurisdiction in which Employer during the Restricted Period is
     operating or has applied for a gaming license ("Competitor"). The covenants
     under this Paragraph include but are not limited to Employee's covenant not
     to:

     (i)        Make known to any third party the names and addresses of any of
                the customers of the Employer, or any other information
                pertaining to those customers.

     (ii)       Call on, solicit and/or take away, or attempt to call on,
                solicit and/or take away, any of the customers of the Employer,
                either for Employee's own account or for any third party.

     (iii)      Call on, solicit and/or take away, any potential or prospective
                customer of the Employer, on whom the Employee called or with
                whom Employee became acquainted during employment (either before
                or during the Specified Term) by the Employer, either for
                Employee's own account or for any third party).

     (iv)       Approach or solicit any employee of the Employer with a view
                towards enticing such employee to leave the employ of the
                Employer to work for the Employee or for any third party, or
                hire any employee of the Employer, without the prior written
                consent of the Employer, such consent to be within Employee's
                sole discretion.

(b)  Confidentiality.  Employee further covenants and agrees that Employee shall
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     not at any time during the Specified Term or thereafter, without Employer's
     prior written consent, disclose to any other person or business entities
     any trade secret (as that term is defined on Exhibit A attached hereto) or
     proprietary or other confidential 

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           information concerning Employer, including without limitation,
           Employer's customers and its casino, hotel and marketing practices,
           procedures, management policies or any other information regarding
           the Employer which is not already and generally known to the public
           or to Competitors or available to interested persons. Employee
           further covenants and agrees that Employee shall not at any time
           during the Specified Term, or thereafter, without the Employer's
           prior written consent, utilize any such trade secrets or proprietary
           or confidential information in any way, other than in connection with
           employment hereunder. Not by way of limitation but by way of
           illustration, Employee agrees that such trade secrets and proprietary
           or confidential information specifically include but are not limited
           to those documents and reports described on Exhibit B.

     (c)   Employer's Property. Employee hereby confirms that such trade
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           secrets, proprietary or confidential information and all information
           concerning customers who utilize the goods, services or facilities of
           Employer and any hotel and/or casino owned, operated or managed by
           Employer constitute Employer's exclusive property (regardless of
           whether Employee possessed or claims to have possessed such
           information prior to the date hereof). Employee agrees that upon
           termination of active employment under this Agreement, Employee shall
           promptly return to the Employer all notes, notebooks, memoranda,
           computer disks, and any other similar repositories of information
           (regardless of whether Employee possessed such information prior to
           the date hereof) containing or relating in any to the trade or
           business secrets or proprietary and confidential information of the
           Employer, including but not limited to the documents referred to in
           Paragraph 8(b). Such repositories of information also include but are
           not limited to any so-called personal files or other personal data
           compilations in any form, which in any manner contain any trade
           secrets or proprietary or confidential information of the Employer.

     (d)   Notice to Employee. Employee agrees to notify Employer immediately of
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           any employers for whom Employee works during the Specified Term or
           within the Restricted Period. Employee further agrees to promptly
           notify Employer, during Employee's employment with Employer, of any
           contacts made by non-restricted gaming licensees which concern or
           relate to an offer of future employment (or consulting services) to
           Employee.

     (e)   The covenants contained in this Paragraph 8 shall survive the
           termination of this Agreement.

9.   Representations.  Employee hereby represents, warrants and agrees with
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     Employer that:
     
     (a)   The covenants and agreements contained in Paragraphs 4 and 8 above
           are reasonable in their geographic scope, duration and content; the
           Employer's agreement to employ the Employee and a portion of the
           compensation and consideration to be paid to

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           Employee under Paragraphs 3 and 7 hereof, are in partial
           consideration for such covenants; the Employee shall not raise any
           issue of the reasonableness of the geographic scope, duration or
           content of such covenants in any proceeding to enforce such
           covenants; and such covenants shall survive the termination of this
           Agreement, in accordance with such terms;

     (b)   The enforcement of any remedy under this Agreement will not prevent
           Employee from earning a livelihood, because Employee's past work
           history and abilities are such that Employee can reasonably expect to
           find work in other areas and lines of business;

     (c)   The covenants and undertakings stated in Paragraphs 4, 6 and 8 above
           are essential for the Employer's reasonable protection; and

     (d)   Employer has reasonably relied on these representations, warranties
           and agreements by Employee.

     Additionally, the Employee agrees that in the event of Employee's breach of
     any covenants set forth in Paragraphs 4 and 8 above, the Employer shall be
     entitled to a pro rata refund of  the payment made to Employee pursuant to
     Paragraph 7, and may seek to enforce such covenants through any equitable
     remedy, including specific performance or injunction, without out waiving
     any claim for damages.  In any such event, the Employee waives any claim
     that the Employer has an adequate remedy at law.

10.  Termination.
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     (a)   This Agreement may be terminated by Employer at any time during the
           Specified Term hereof for good cause. Upon any such termination,
           Employer shall have no further liability or obligations whatsoever to
           Employee hereunder except as provided under subparagraphs 10(a)(i)[a]
           and 10(a)(i)[b] and except that (x) if termination is pursuant to
           subparagraphs 10(a)(ii) or (iii), Employee shall be entitled to
           receive so much of the stock from the Executive Stock Option Plan as
           had vested pursuant to unexercised stock options which were vested as
           of the date of termination, upon compliance by the Employee with all
           the terms and conditions required to exercise such options, and (y)
           if termination is pursuant to subparagraphs 10(a)(i)[a] or
           10(a)(i)[b], Employee (or his beneficiary if the termination is
           pursuant to subparagraph 10(a)(i)[a]) shall be entitled to receive so
           much of the stock from the Executive Stock Option Plan pursuant to
           unexercised stock options which would have been vested as of the
           first anniversary of the date of termination, upon compliance by
           Employee (or his beneficiary) with all of the terms and conditions
           required to exercise such options. Good cause shall be defined as:

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           (i)  Employee's death or disability, which is hereby defined to
                include incapacity for medical reasons certified to by a
                licensed physician which precludes the Employee from performing
                the essential functions of Employee's duties hereunder for a
                substantially consecutive period of six (6) months or more;

                [a]  In the event of Employee's death during the term of this
                     Agreement, Employee's beneficiary (as designated by
                     Employee on the Employer's benefit records) shall be
                     entitled to receive (x) Employee's salary through
                     Employee's death (to the extent not previously paid) and
                     for a twelve (12) month period following Employee's death,
                     such amount to be paid at regular payroll intervals, (y)
                     any Bonus attributable to the most recently completed
                     fiscal year of Employer (to the extent not previously
                     paid), and (z) an additional amount equal to what
                     Employee's Bonus would have been for the fiscal year in
                     which Employee's death occurs, pro rated through the date
                     of Employee's death, which additional amount shall be paid
                     to Employee's beneficiary at such time as Employer pays
                     bonuses to its other senior executives with respect to such
                     fiscal year (but not later than March 31 following the end
                     of such fiscal year).

               [b]   In the event that this Agreement is terminated by Employer
                     due to Employee's disability, as provided under
                     subparagraph 10(a)(i), Employer shall pay to Employee or
                     his beneficiary in the event of Employee's death during the
                     period in which payments are being made) (x) Employee's
                     salary through the date of termination (to the extent not
                     previously paid), and for an additional twelve (12) month
                     period following the date of termination, such amount to be
                     paid at regular payroll intervals, net of payments received
                     by Employee from any short term disability policy which is
                     either self-insured by Employer or the premiums of which
                     were paid by Employer, (y) any Bonus attributable to the
                     most recently completed fiscal year of Employer (to the
                     extent not previously paid), and (z) an additional amount
                     equal to what Employee's Bonus would have been for the
                     fiscal year in which Employee's termination occurs, pro
                     rated through the date of termination, which additional
                     amount shall be paid at such time as Employer pays bonuses
                     to its other senior executives with respect to the fiscal
                     year in which Employee's termination occurs (but not later
                     than March 31 following the end of such fiscal year).

          (ii)  Employee's failure to abide by Employer's policies and
                procedures, misconduct, insubordination, inattention to
                Employer's business, failure to perform the duties required of
                Employee up to the standards established by the Employer's Board
                of Directors, or other material breach of this

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                     Agreement, after being provided with written notice of such
                     matters and a reasonable opportunity to cure (if curable);
                     or

          (iii)      Employee's failure or inability to satisfy the requirements
                     stated in Paragraph 6 above.

     (b)  This Agreement may be terminated by Employer at any time during the
          Specified Term hereof without cause upon written notice to Employee.
          Upon such termination, Employer shall treat Employee as an inactive
          employee and, as its sole liability to Employee arising from such
          termination, Employer shall provide Employee (or his beneficiary in
          the event of Employee's death during the Specified Term) with the
          following compensation and benefits ("Termination Benefits"):

          (i)        Employer shall continue to pay Employee's salary and
                     continue to provide Employee's benefits (excluding
                     eligibility for flex time and new stock option grants, but
                     including the continued vesting of previously granted stock
                     options, if any) through the period remaining in the
                     Specified Term;

          (ii)       Employee shall be entitled to receive so much stock from
                     the Executive Stock Option Plan pursuant to unexercised
                     stock options as are or subsequently become vested through
                     the period remaining in the Specified Term, upon compliance
                     by the Employee with all the terms and conditions required
                     to exercise such options; and

          (iii)      Employer shall pay Employee an additional amount equal to
                     what Employee's Bonus would have been for the fiscal year
                     in which Employee's termination occurs, pro rated through
                     the date of termination. Such additional amount shall be
                     paid at such time as bonuses are paid to other senior
                     executives of the Employer with respect to such fiscal year
                     or years (but not later than March 31 following the end of
                     such fiscal year).

          Notwithstanding anything herein to the contrary but subject to
          Paragraph 8(a),while Employee is in an inactive status, Employee may
          be employed by or provide consultation services to any person or
          entity, provided that Employer shall be entitled to offset the salary
          provided for in subparagraph 10(b)(i)  being paid by Employer during
          the Specified Term by the compensation and/or consultant's fee being
          paid to Employee by any such person or entity, and provided further,
          that Employer shall not be required to continue to provide benefits
          from and after the time and to the extent that Employee is entitled to
          receive such benefits from any such person or entity.  Employee shall
          promptly notify Employer of his employment or agreement to provide
          consulting services during the Specified Term.

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     (c)   Employee may terminate this Agreement for good cause. For purposes of
           this Paragraph 10(c), good cause shall mean:

           (i)       the failure of Employer to pay Employee any compensation
                     when due, save and except a "Disputed Claim" to
                     compensation;

           (ii)      a material reduction in the scope of duties,
                     responsibilities or authority of Employee, any change in
                     Employee's line of reporting, any reduction in Employee's
                     salary, or any treatment of Employee under the Bonus Plan
                     which is materially adverse and discriminatory to Employee
                     as compared to the treatment afforded to other senior
                     executive officers of the Employer; or

          (iii)      a purported termination by Employer of Employee pursuant to
                     Paragraph 10(a) and it is subsequently determined pursuant
                     to the procedures set forth in Paragraph 11 that grounds
                     for termination pursuant to Paragraph 10(a) were not
                     present at the time of Employer's termination of Employee.

          For any termination under this Paragraph 10(c), Employee shall give
          Employer thirty (30) days advance written notice specifying the facts
          and circumstances of Employer's breach.  During such thirty (30) day
          period, Employer may cure the breach, if curable, in which event the
          termination pursuant to this Paragraph 10(c) shall be ineffective and
          this Agreement shall remain in full force and effect.  In the event
          during such thirty (30) day period Employer declares in writing that
          it disputes the existence of a breach or Employee declares in writing
          that the cure of such breach by Employer is insufficient, this
          Agreement shall continue in full force until the dispute is resolved
          in accordance with Paragraph 11.  As a result of any termination under
          this Paragraph 10(c), Employee shall be entitled to receive the
          Termination Benefits.   Employee shall have no further claim against
          Employer arising out of such breach.

     (d)  Employee shall also have the right to terminate Employee's employment
          without cause upon thirty (30) days advance written notice to
          Employer. Upon any such termination Employer shall have no further
          liability or obligations whatsoever to Employee hereunder, except that
          Employee shall be entitled to receive:

          (i)        so much of the stock from the Executive Stock Option Plan
                     pursuant to unexercised stock options as had been vested as
                     of the date of termination, upon compliance by the Employee
                     with all the terms and conditions required to exercise such
                     option;

          (ii)       all salary through and including the date of termination;
                     and

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          (iii)      any Bonus attributable to the most recently completed
                     fiscal year of Employer (to the extent not previously
                     paid).

     (e)  In the event there is a change in control of Employer, if such change
          of control is a result of a sale or exchange of outstanding common
          stock of Employer to a third party, and as a result thereof the
          ownership by Kirk Kerkorian, Tracinda Corporation and/or their
          affiliates of the voting stock of the acquiring or surviving entity
          (after completion of the transactions set forth in the sale or
          exchange agreement documents, including without limitation, subsequent
          stock buybacks contemplated in such transactions), represents in the
          aggregate less than twenty percent (20%) of the voting power of the
          voting stock of such entity, as distinguished from a change in control
          resulting from the issuance of Treasury shares or from any other
          transaction ("Change of Control"), then upon the effective date of the
          Change of Control ("Effective Date"):

          (i)   All of Employee's unvested stock options shall become fully
                vested, provided that Employee shall have the right to elect (by
                notifying the Employer in writing as set forth on Exhibit C)
                that all or any portion of Employee's unvested stock options
                shall not become fully vested upon a Change of Control.

          (ii)  If the Change of Control results from an exchange of outstanding
                common stock as a result of which the common stock of Employer
                is no longer publicly held, then from and after the Effective
                Date, upon exercise of such stock options, Employee (or his
                beneficiary in the event of his death subsequent to the
                Effective Date) shall be entitled to receive the per share
                consideration (cash, stock or otherwise) which the holders of
                Employer common stock received in such exchange. For example, if
                immediately prior to the Effective Date, Employee has options to
                acquire 5,000 shares of Employer's common stock and the exchange
                of stock is one share of common stock of Employer for two shares
                of common stock of the acquiring entity, then Employee's options
                shall be converted into options to acquire, upon payment of the
                exercise price, 10,000 shares of the acquiring entity's common
                stock.

          (iii) If the Change of Control results from a sale of Employer's
                outstanding common stock for cash with the result that
                Employer's common stock is no longer publicly held, then from
                and after the Effective Date, upon exercise of such stock
                options, Employee (or his beneficiary in the event of his death
                subsequent to the Effective Date) shall be entitled to receive
                cash equal to the difference between the price per share of
                common stock paid by the acquiring entity for Employer's shares
                of common ("Purchase Price") and the price per share at which
                the options were granted ("Strike Price"). For example, if

                                       9

 
                immediately prior to the Effective Date, Employee has options to
                acquire 2,000 shares of Employer common stock at a Strike Price
                of $35, and the Purchase Price was $40, then Employee would be
                entitled to receive $10,000 in full satisfaction of such options
                (2,000 shares times $5 per share).

     (f)   No termination of this Agreement shall extinguish such rights as
           Employee may have under applicable law or Employer's incorporation
           documents or bylaws to be indemnified in his capacity as an officer
           or director of Employer.

11.   Disputed Claim/Arbitration.  A "Disputed Claim" occurs when Employee
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      maintains pursuant to Paragraph 10(c) that Employer has breached its
      obligations to Employee (or failed to timely cure such breach) and
      Employer has denied such breach (or claimed to have effected a cure
      thereof). In such event, the Disputed Claim shall be resolved by
      arbitration administered by the American Arbitration Association under its
      National Rules for the Resolution of Employment Disputes. Any arbitration
      under this paragraph shall take place in Las Vegas, Nevada. Until the
      arbitration process is finally resolved in the Employee's favor and
      Employer fails to satisfy such award within thirty (30) days of its entry,
      no "for good cause" termination within the meaning of Paragraph 10(c)
      exists with respect to the Disputed Claim. Nothing herein shall preclude
      or prohibit Employer or Employee from invoking the provisions of Paragraph
      10(b) or Employee invoking the provisions of Paragraph 10(d), or of either
      party seeking or obtaining injunctive or other equitable relief. In the
      event of a purported termination of Employee by Employer pursuant to
      Paragraph 10(a) which is disputed by Employee pursuant to Paragraph 10(c),
      if Employee prevails in the arbitration, Employee shall not be entitled to
      reinstatement, but shall be entitled to the Termination Benefits. To the
      extent Employer shall not have paid Termination Benefits during the period
      of such dispute and Employee is the prevailing party in such arbitration,
      in addition to any other award, Employee shall be entitled to interest at
      nine percent (9%) per annum on such unpaid Termination Benefits.

12.   Severability.  If any provision hereof is unenforceable, illegal, or
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      invalid for any reason whatsoever, such fact shall not affect the
      remaining provisions hereof, except in the event a law or court decision,
      whether on application for declaration, or preliminary injunction or upon
      final judgment, declares one or more of the provisions of this Agreement
      that impose restrictions on Employee unenforceable or invalid because of
      the geographic scope or time duration of such restriction. In such event,
      Employer shall have the option:

      (a)  To deem the invalidated restrictions retroactively modified to
           provide for the maximum geographic scope and time duration which
           would make such provisions enforceable and valid; or

      (b)  To terminate this Agreement pursuant to Paragraph 10(b).

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      Exercise of any of these options shall not affect Employer's right to seek
      damages or such additional relief as may be allowed by law in respect to
      any breach by Employee of the enforceable provisions of this Agreement.


13.   Accommodations for Convenience of Employer.  During the Specified Term,
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      Employee's duties will require him to spend a substantial portion of his
      time outside of business hours and on weekends hosting and entertaining
      customers of Employer and other persons with important business
      relationships with Employer and meeting with persons doing business or
      proposing to do business with Employer. In order for Employer to obtain
      the benefit of such services, Employer has determined that the substantial
      portion of such activities must be performed on premises owned by the
      Employer or its subsidiaries. Accordingly, during the Specified Term
      Employer will make available at no cost to Employee suitable
      accommodations at The Bellagio, MGM Grand or Mirage, as requested by
      Employee, for him to engage in such activities on behalf of Employer.
      Employee shall accept such accommodations as a condition of his
      employment. In the event such accommodations are deemed to constitute
      taxable income to Employee, Employee's compensation shall be "grossed up"
      to provide additional compensation sufficient to enable him to pay the
      applicable tax (including tax on the "grossed up" amounts).

14.   Travel and Related Matters.
      -------------------------- 

      (a)  During the Specified Term, it is anticipated that Executive will be
           required to travel extensively on behalf of the Employer. Such
           travel, if by air, shall be on Employer provided aircraft, or if
           commercial airlines are used, on a first-class basis (or best
           available basis, if first class is not available).

      (b)  From time to time Employee may request the use of Employer-owned
           aircraft for personal use to fly between Las Vegas, Nevada and
           Southern California. The Company will, subject to availability, make
           such aircraft available to Employee for such purposes on reasonable
           notice. In the event such aircraft is not available, Employer will,
           at Employee's request, provide a charter aircraft for such purpose.
           Employer will report as compensation to Employee the lowest value
           allowable pursuant to applicable law and will "gross up" Employee's
           compensation to provide additional compensation to enable him to pay
           the applicable tax (including tax on the "grossed up" amounts).

15.   Attorneys' Fees.  In the event suit is brought to enforce, or to recover
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      damages suffered as a result of breach of this Agreement, or there is an
      arbitration pursuant to Paragraph 11, the prevailing party shall be
      entitled to recover its reasonable attorneys' fees and costs of suit.

16.   No Waiver of Breach or Remedies.  No failure or delay on the part of
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      Employer or Employee in exercising any right, power or remedy hereunder
      shall operate as a waiver

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      thereof nor shall any single or partial exercise of any such right, power
      or remedy preclude any other or further exercise thereof or the exercise
      of any other right, power or remedy hereunder. The remedies herein
      provided are cumulative and not exclusive of any remedies provided by law.

17.   Amendment or Modification.  No amendment, modification, termination or
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      waiver of any provision of this Agreement shall be effective unless the
      same shall be in writing and signed by the Employer's officer duly
      designated by its Board of Directors or Executive Committee for such
      purposes (the "Designated Officer"), and Employee, nor consent to any
      departure by the Employee from any of the terms of this Agreement shall be
      effective unless the same is signed by such Designated Officer. Any such
      waiver or consent shall be effective only in the specific instance and for
      the specific purpose for which given.

18.   Governing Law.  The laws of the State of Nevada shall govern the validity,
      -------------                                                             
      construction and interpretation of this Agreement, and except for Disputed
      Claims, the courts of the State of Nevada shall have exclusive
      jurisdiction over any claim with respect to this Agreement.

19.   Number and Gender.  Where the context of this Agreement requires the
      -----------------                                                   
      singular shall mean the plural and vice versa and references to males
      shall apply equally to females and vice versa.

20.   Headings.  The headings in this Agreement have been included solely for
      --------                                                               
      convenience of reference and shall not be considered in the interpretation
      or construction of this Agreement.

21.   Assignment.  This Agreement is personal to Employee and may not be
      ----------                 
      assigned.

22.  Successors and Assigns.  This Agreement shall be binding upon the
     ----------------------                                           
     successors and assigns of Employer.

23.  Prior Agreements.  This Agreement shall supersede and replace any and all
     ----------------                                                         
     other employment agreements which may have been entered into by and between
     the parties.

24.  Non-Involvement of Tracinda.  The parties acknowledge that neither Kirk
     ---------------------------                                            
     Kerkorian nor Tracinda Corporation, individually or collectively, is a
     party to this Agreement or any agreement provided for herein. Accordingly,
     the parties hereby agree that in the event (i) there is any alleged breach
     or default by any party under this Agreement or any agreement provided for
     herein, or (ii) any party has any claim arising from or relating to any
     such agreement, no party, nor any party claiming through such party, shall
     commence any proceedings or otherwise seek to impose any liability
     whatsoever against Kirk Kerkorian or Tracinda Corporation by reason of such
     alleged breach, default or claim.

                                       12

 
     IN WITNESS WHEREOF, Employer and Employee have entered into this Agreement
in Las Vegas, Nevada as of February 21, 2000.



EMPLOYEE:                          EMPLOYER - MGM GRAND, INC.

/s/ J. Terrence Lanni              By: /s/ John Redmond
--------------------------             -----------------------------------
J. TERRENCE LANNI                       JOHN REDMOND

                                   Title: CO-CHIEF EXECUTIVE OFFICER

                                       13

 
                                  EXHIBIT "A"


     Trade secret means information, including a formula, pattern, compilation,
program, device, method, technique or process, that derives economic value,
present or potential, from not being generally known to, and not being readily
ascertainable by proper means by, other persons who can obtain any economic
value from its disclosure or use.

                                       14

 
                                  EXHIBIT "B"

              Name of Report                           Generated By 
--------------------------------------------------------------------------------
Including, but not limited to:

Baccarat Pit Discrepancy Report                   Casino Marketing Analyst
Commission Summary Report                         Casino Marketing Analyst
Customer W/L Discrepancy Report                   Casino Marketing Analyst
Int'l Marketing Detailed Budget Summaries         Casino Marketing Analyst
Arrival Report                                    International Marketing
Departure Report                                  International Marketing
Daily Game Report                                 Casino Audit
Department Financial Statement                    Finance
$10K Over High Action Play Report                 Customer Analysis Dept.
$50K Over High Action Play Report                 Customer Analysis Dept.
International Market Segment Report               Customer Analysis Dept.
Collection Aging Report(s)                        Collection Department
Accounts Receivable Aging                         Finance
Marketing Report                                  Finance
Daily Player Action Report                        Casino Operations

                                       15

 
                                  EXHIBIT "C"


J. Terrence Lanni                                              February 21, 2000



Dear Terry:

     This letter will supplement the employment agreement, dated February 21,
2000, between you and MGM Grand, Inc. (the "Agreement").  Notwithstanding
anything contained in the Agreement to the contrary, if you so elect, all or any
portion of your unvested stock options shall not become fully vested upon a
Change of Control (as defined in the Agreement) of MGM Grand, Inc.  Any such
election shall be effective upon written notice to MGM Grand, Inc. at or prior
to the Effective Date (as defined in the Agreement) of any such Change of
Control.

     Except as specifically modified hereby, the terms and conditions of the
Agreement shall remain in full force and effect.

                                        Sincerely,

                                        MGM GRAND, INC.


                                        By: /s/ John Redmond
                                            --------------------------------
                                             John Redmond
                                             Co-Chief Executive Officer



AGREED TO AND ACKNOWLEDGED


/s/ J. Terrence Lanni                   Dated: February 21, 2000
---------------------------
J. Terrence Lanni

                                       16

 
                                  EXHIBIT "D"



                         PERMITTED OUTSIDE ACTIVITIES



Trustee, Ronald Reagan Presidential Foundation.

Regent, Loyola High School, Los Angeles.

Trustee, Keck School of Medicine, University of Southern California.

Member, Board of Directors, Youbet.com, Inc. (NASDAQ-NMS) through June 30, 2000.

Member, Board of Directors, Magna Entertainment Corporation.

Member, Board of Directors, Santa Anita, Inc.

Member, Board of Directors, Purchase Pro.com (through the earlier of May 31,
2000 or such company's annual meeting).

Member, Board of Directors, American Gaming Association

                                       17