Share Award Agreement (2000)Full Document 

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                              STATION CASINOS, INC.
                                 1999 SHARE PLAN
                              SHARE AWARD AGREEMENT



                  THIS AGREEMENT is made as of ___________, ____, by and between
Station Casinos, Inc. __________________ ("SCI") and ("Grantee"):


                  WHEREAS, the Board of Directors of SCI on December ___, 1999,
adopted the Station Casinos, Inc. Share Award Plan (the "Plan") as part of SCI's
Stock Compensation Program (the "Program");

                  WHEREAS, the Plan which provides for share awards to selected
officers and employees in accordance with the terms, conditions or restrictions
thereunder; and

                  WHEREAS, pursuant to the Plan, the Program Administrators have
awarded to Grantee a Share award conditioned upon the execution by SCI and
Grantee of a Share Award Agreement setting forth all the terms and conditions
applicable to such award.

                  NOW, THEREFORE, in consideration of the mutual promise and
covenant contained herein, it is hereby agreed as follows:

1.       INCORPORATION BY REFERENCE; RECEIPT OF PLAN DOCUMENT.

                  This Agreement is subject in all respects to the terms and
provisions of the Plan (including, without limitation, any amendments thereto
adopted at any time and from time to time if such amendments are intended to
apply to this agreement), all of which terms and provisions are made a part of
and incorporated in this agreement as if they were each expressly set forth
herein. Capitalized terms not specifically defined herein shall have the
meanings provided to them under the Program. The Grantee hereby acknowledges
receipt of a copy of the Program and that the Grantee has read the Program
carefully and fully understands its content. In the event of any conflict
between the terms of this Agreement and the terms of the Plan, the terms of the
Plan shall control. The Program Administrators shall interpret and construe the
Plan and this Agreement, and its interpretations and determinations shall be
conclusive and binding on the parties hereto and any other person claiming an
interest hereunder, with respect to any issue arising hereunder or thereunder.



2.       AWARD OF SHARES.

                  Under the terms of the Program, the Program Administrators
hereby award and transfer to Grantee an award of $______ on ("Grant Date"),
which will be used to purchase shares of Common Stock ("Shares") subject to the
terms, conditions and restrictions set forth in this agreement. The Shares will

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