Bylaws - MGM Mirage Inc.


                              Amended and Restated
                                     Bylaws
                                       Of
                                  MGM MIRAGE (A)
                             (As of January 1, 2001)


                                    ARTICLE I
                                  STOCKHOLDERS


SECTION 1. PLACE OF MEETING. All meetings of stockholders shall be held at such
place, either within or without the State of Delaware, as may be determined by
resolution of the Board of Directors.

SECTION 2. VOTING. Stockholders shall be entitled to vote at meetings either in
person or by proxy appointed by instrument in writing subscribed by the
stockholder or by his duly authorized attorney. In any such voting, each
stockholder shall be entitled to vote his shares of stock in accordance with his
own interests and without regard to the interests of other stockholders. Each
stockholder shall be entitled to one vote for each share of stock registered in
his name on the books of the corporation on the record date set by the Board of
Directors.

SECTION 3. QUORUM. Any number of stockholders together holding at least a
majority of the stock issued and outstanding, who shall be present in person or
represented by proxy at any meeting duly called, shall be requisite to and shall
constitute a quorum for the transaction of business, except as otherwise
provided by law, by the certificate of incorporation or by these bylaws.

SECTION 4. ADJOURNMENT OF MEETINGS. If less than a quorum shall be in attendance
at the time for which a meeting shall have been called, the meeting may be
adjourned from time to time by a majority vote of the stockholders present or
represented by proxy for a period of not exceeding one month at any one time,
without any notice other than by announcement at the meeting, until a quorum
shall attend. Any meeting at which a quorum is present may also be adjourned, in
like manner, for such time or upon such calls as may be determined by vote. At
any adjourned meeting at which a quorum shall attend, any business may be
transacted which might have been transacted at the meeting as originally called.

SECTION 5. ANNUAL ELECTIONS OF DIRECTORS. The annual meeting of stockholders for
the election of directors and the transaction of other business shall be held on
such date and


--------------------------------
(A) Amended to include (1) June 13, 2000 resolution of Executive Committee to 
increase the membership of that Committee to eleven members, and (2) December 
6, 2000 resolution of Executive Committee to include the Chief Executive 
Officer of Mirage Resorts as an officer of the Company.

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at such time as may be determined by resolution of the Board of Directors. If
any date so determined shall be a legal holiday in the place at which the
meeting is to be held, the meeting shall be held on the next succeeding business
day. At each annual meeting the stockholders shall, by plurality vote, by
ballot, elect a Board of Directors and at any such meeting such other corporate
business as may properly come before the meeting may be transacted.

SECTION 6. LIST OF STOCKHOLDERS. A full list of the stockholders entitled to
vote at each election, arranged in alphabetical order, with the residence of
each and the number of shares held by each, shall be prepared by the Secretary
and filed in the office where the election is to be held, at least ten (10) days
before the election, and shall at all times during the usual hours of business
during such period be open to the examination of any stockholder, for any
purpose germane to the meeting. The list shall also be produced and kept at the
time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.

SECTION 7. SPECIAL MEETING - HOW CALLED. Special meetings of the stockholders
may be called (a) by the Chairman of the Board; (b) upon requisition in writing
therefor, stating the purposes thereof, delivered to the Chairman of the Board
or the Secretary and signed either by a majority of the Directors or by the
holders of at least 10% of the outstanding Common Stock of the Company; or (c)
by the resolution of the Board of Directors.

SECTION 8. MANNER OF VOTING AT STOCKHOLDERS' MEETINGS. At all meetings of
stockholders, all questions, except the question of an amendment of the bylaws,
the election of directors, and all such other questions, the manner of deciding
of which is specially regulated by statute, shall be determined by a majority
vote of the stockholders present in person or represented by proxy. Voting for
the election of Directors shall be by ballot. All other voting shall be VIVA
VOCE, unless otherwise provided by the law, the Chairman of the meeting or these
bylaws.

SECTION 9. NOTICE OF ALL STOCKHOLDERS MEETINGS. Written notice of each annual
and special meeting, stating the place, date, and time of the meeting and the
nature of the business to be considered, shall be given by the Secretary or an
assistant Secretary not less than ten (10) nor more than sixty (60) days before
the meeting to each stockholder entitled to vote at the meeting at his post
office address as it appears on the stock records of the corporation, except as
otherwise provided by law, the certification of incorporation or these bylaws.

No business other than that stated or included in the notice shall be transacted
at any special meeting of stockholders.

SECTION 10. CLOSING BOOKS. The Chairman of the Board or any officer designated
by the Board of Directors may close the transfer books of the corporation not
less than ten (10) nor more than sixty (60) days before the date specified for
any annual or special meeting of stockholders.

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SECTION 11. CONSENT IN LIEU OF MEETING. Any action which is required or may be
taken at any annual or special meeting of stockholders may be taken without a
meeting in accordance with the General Corporation Law of Delaware.

                                   ARTICLE II
                                    DIRECTORS


SECTION 1. FIRST MEETING. Each newly elected Board of Directors may hold their
first meeting for purpose of organization and the transaction of business, if a
quorum be present, immediately after the annual meeting of the stockholders; or
the time and place of such meeting may be fixed by consent in writing of all the
Directors, or may be called and held in the manner hereinafter provided for
special meetings.

SECTION 2. ELECTION OF OFFICERS. At such meeting, the Directors shall elect from
their number a Chairman of the Board, a Chairman of the Executive Committee of
the Board, a Chief Executive Officer, a Treasurer and a Secretary and may elect
a President, one or more Vice Chairmen of the Board, one or more Vice
Presidents, one or more assistant Treasurers, one or more Assistant Secretaries,
a Controller, a General Counsel, and a Chief Executive Officer for the Mirage
Resorts, Incorporated subsidiary, who need not be directors. The same person may
hold more than one (1) office. Such officers shall hold office until the next
annual election of officers and until their successors are elected and qualify,
unless sooner removed as hereinafter provided.

SECTION 3. REGULAR MEETINGS. Regular meetings of the Board of Directors may be
held without notice at such places and times as shall be determined from time to
time by resolution of the Board of Directors.

SECTION 4. SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by the Chairman of the Board, and on the written request of any two
Directors shall be so called, on twenty four (24) hour notice, which may be
written or oral.

SECTION 5. NUMBER OF DIRECTORS AND QUORUM. The number if Directors shall be not
less than one nor more than twenty, as may be determined from time to time by
resolution of the Board of Directors. A majority of the number so determined by
the Board of Directors shall constitute a quorum for the transaction of
business, and the act of a majority of the Directors present at a meeting in the
presence of a quorum shall constitute the act of the Board of Directors, except
as otherwise provided by law or certificate of incorporation or these bylaws. If
less than a quorum shall be in attendance at the time for which said meeting
shall have been called, those present may, by majority vote, adjourn said
meeting to another date certain. Directors need not be stockholders.

SECTION 6. PLACE OF MEETING. The Directors may hold their meetings at such place
as they may from time to time by resolution determine, within or without the
State of Delaware, and may participate in such meeting by means of conference
telephone or similar

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communications equipment in accordance with the General Corporation Law of
Delaware.

SECTION 7. CONSENT IN LIEU OF MEETING . Any action which is required or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting in accordance with the General Corporation Law of Delaware.

SECTION 8. GENERAL POWERS OF DIRECTORS. The Board of Directors shall manage the
business of the corporation or shall direct such management through the officers
and employees of the corporation, and, subject to the restrictions imposed by
law, the certificate of incorporation or these bylaws, may exercise all the
powers of the corporation.

SECTION 9. SPECIFIED POWERS OF DIRECTORS. Without prejudice to such general
powers, it is hereby expressly declared that the Board of Directors shall have
the following powers, subject to applicable law, the certificate of
incorporation and these bylaws:

(1)    To adopt a common seal of the corporation.
(2)    To make and change regulations, not inconsistent with these bylaws, for
       the management of the corporation's business and affairs.
(3)    To purchase or otherwise acquire for the corporation any property, rights
       or privileges which the corporation is authorized to acquire, at such
       price or consideration and generally on such terms and conditions, as
       they think fit.
(4)    To pay for any property purchased for the corporation either wholly or
       partly in money, stock, bonds, debentures or other securities for the
       corporation.
(5)    To borrow money and to make and issue notes, bonds, debentures, and other
       negotiable and transferable instruments, mortgages, deeds of trust, and
       trust agreements, and to do every act and thing necessary to effectuate
       them.
(6)    To remove any officer, with or without cause, and in their discretion,
       from time to time, to devolve the powers and duties of any officer upon
       any other person for the time being.
(7)    To appoint and remove or suspend such subordinate officers, employees,
       agents or factors as they may deem necessary and to determine their
       duties.
(8)    To confer upon any officer of the corporation the power to appoint,
       remove and suspend subordinate officers, agents, employees and factors,
       and to determine their duties and fix, and from time to time change,
       their salaries or remuneration and to require security as and when they
       think fit.
(9)    To determine who shall be authorized on the corporation's behalf to make
       and sign bills, notes, acceptances, endorsements, checks, releases,
       receipts, contracts and other instruments.
(10)   To determine who shall be entitled to vote in the name and behalf of the
       corporation upon, or to assign and transfer, any shares of stock, bonds,
       or other securities of other corporations held by the corporation.
(11)   To call special meetings of stockholders for any purpose or purposes.
(12)   To fix and from time to time change the salaries or remuneration of all
       officers, agents, employees or factors and to require security as and
       when they think fit.

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(13)   To fill vacancies in the offices of the Chairman of the Board, Vice
       Chairman of the Board, President, Vice President, Secretary, Treasurer or
       Controller, as well as any other vacancies as may exist in the offices of
       the corporation.
(14)   To fill vacancies in the Board of Directors.

SECTION 10. COMPENSATION OF DIRECTORS. Directors who receive compensation as
full time officers or as full time employees of the corporation or any of its
subsidiaries shall receive no compensation for services as Directors. The Board
of Directors may, by resolution, fix the compensation to be paid to all other
Directors for their services as Directors of the corporation, including
attendance at meetings.

SECTION 11. INTERESTED DIRECTORS. No Contract or transaction between the
corporation and one or more of its directors or officers, or between the
corporation and any other corporation, partnership, association, or other
organization in which one or more of its Directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the Director or officer is present at or
participates in the meeting of the Board of Directors which authorizes the
contract or transaction, or solely because his or their votes are counted for
such purpose, if:
1.   The material facts as to his relationship or interest and as to the
     contract or transaction are disclosed or are known to the Board of
     Directors, and the Board of Directors in good faith authorizes the contract
     or transaction by the affirmative votes of a majority of the disinterested
     Directors, even though the disinterested Directors be less than a quorum;
     or
2.   The material facts as to his relationship or interest and as to the
     contract or transaction are disclosed or are known to the stockholders
     entitled to vote thereon, and the contract or transaction is specifically
     approved in good faith by vote of the holders of a majority of the stock
     outstanding; or
3.   The contract or transaction is fair as to the corporation as of the
     time it is authorized, approved or ratified, by the Board of Directors,
     a committee thereof, or the stockholders.
Common or interested Directors may be counted in determining the presence of a
quorum at a meeting of the Board of Directors, or of a committee which
authorizes the contract or transaction.

SECTION 12. INDEMNIFICATION. The Corporation shall, to the fullest and broadest
extent permitted by law, indemnify all persons whom it may indemnify pursuant
thereto. The corporation may, but shall not be obligated to, maintain insurance,
at its expense, to protect itself and any other person against any liability,
cost or expense. The foregoing provision of this section shall be deemed to be a
contract between the corporation and each person who may be indemnified pursuant
to this section at any time while this section and the relevant provisions of
the general Corporation Law of the State of Delaware and other applicable law,
if any, are in effect, and any repeal or modification thereof shall not affect
any rights or obligations then existing with respect to any state of facts then
or theretofore existing or any action, suit or proceeding theretofore or
thereafter brought or threatened based in whole or in part upon any such state
of facts. Notwithstanding the foregoing provisions of this section, the
corporation shall not

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indemnify persons seeking indemnity in connection with any threatened, pending
or completed action, suit or proceeding voluntarily brought or threatened by
such person unless such action, suit or proceeding has been authorized by a
majority of the entire Board of Directors.

                                   ARTICLE III
                                    OFFICERS

SECTION 1. OFFICERS. The officers of the corporation shall be a Chairman of the
Board, a Chairman of the Executive Committee of the Board, one or more Chief or
Co-Chief Executive Officers, a Treasurer, a Secretary, and may include a
President, one or more Vice Chairman of the Board, one or more Vice Presidents,
one or more Assistant Treasurers, one or more Assistant Secretaries, a
Controller, a General Counsel, a Chief Executive Officer for the Mirage Resorts,
Incorporated subsidiary, and such other officers as the Directors may elect.

SECTION 2. CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside at
all meetings of the Board of Directors and stockholders. The Chairman of the
Board shall also have power to call special meetings of the stockholders and
Directors, for any purpose or purposes; he shall appoint and discharge, subject
to the approval of the directors, employees and agents of the corporation,
prescribe their duties and fix their compensation, and shall make and sign
bonds, mortgages and other contracts and agreements in the name and behalf of
the corporation, except when the Board of Directors by resolution permits the
same to be done by some other officer or agent; he shall when so authorized by
the Board of Directors, affix the seal of the corporation to any instrument
requiring the same, and the same, when so affixed, shall be attested by the
signature of the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer, or such officer or agent as may be designated by the Board;
he shall see that the books, reports, statements, and certificates required by
the statute under which the corporation is organized or any other laws
applicable thereto are properly kept, made and filed according to law; and he is
generally to do and perform all acts incident to the office of Chairman of the
Board or which are authorized or required by law. He shall see that all orders
and resolutions of the Board of Directors are carried into effect subject,
however, to the right of the Directors to delegate any specific powers except
such as may by statute be exclusively conferred upon the Chairman of the Board
to any other officer or officers of the corporation. He shall have such other
powers and duties as may be conferred upon him by the Board of Directors and
shall report directly to the Board of Directors.

SECTION 3. CHAIRMAN OF THE EXECUTIVE COMMITTEE OF THE BOARD.
The Chairman of the Executive Committee of the Board shall preside at all
meetings of the Executive Committee. He shall have such powers and duties as may
be conferred upon him by the Board of Directors and shall perform all of the
duties commonly incident to such office.

SECTION 4. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall have the
same authority to act on behalf of the corporation as the President, and in
addition, the Chief

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Executive officer shall have full authority to execute proxies on behalf of the
corporation, to vote stock owned by it in any other corporation, and to execute
powers of attorney appointing other corporations, partnerships or individuals as
the agent of the corporation. The Chief executive officer shall be subject to
the control of the Board of Directors. In the event of a difference of opinion
between the Chief Executive Officer and the President, the decision of the Chief
Executive Officer shall prevail.

SECTION 5. PRESIDENT. The President, if any shall have the powers and duties as
may be conferred upon him by the Board of Directors

SECTION 6. VICE CHAIRMAN OF THE BOARD. Each Vice Chairman of the Board, if any,
shall have the powers and duties as may be conferred upon him by the Board of
Directors and shall perform all of the duties commonly incident to said office.

SECTION 7. VICE PRESIDENTS. Each Vice President, if any, shall have such powers
and shall perform such duties as may be assigned to him by the Board of
Directors, provided that one of the Vice Presidents may be designated the Chief
Financial Officer of the Corporation. In the case of a death, absence or
disability of the President, the duties of the office of the President shall be
performed by the Vice Presidents in the order of priority established by the
Board, unless and until the Board of Directors shall otherwise direct.

SECTION 8. SECRETARY. The Secretary shall give, or cause to be given, notice of
all meetings of stockholders and Directors, and all other notices required by
law or by these bylaws, and in case of his absence or refusal or neglect so to
do, any such notice may be given by any person thereunto directed by the
Chairman of the Board, or by the Directors or stockholders upon whose
requisition the meeting is called as provided in these bylaws. He shall record
all the proceedings of the meeting of the corporation and of the Directors (and
when requested of the Executive and any standing committee) in a book to be kept
for that purpose, and shall perform such other duties as may be assigned to him
by the Directors or the Chairman of the Board. He shall have the custody of the
seal of the corporation. He shall be sworn to the faithful discharge of his
duties.

SECTION 9. ASSISTANT SECRETARIES. Each assistant Secretary, if any, shall have
such powers and shall perform such duties as may be assigned to him by the Board
of Directors. In the case of the death, absence or disability of the Secretary,
the duties of the office of Secretary shall be performed by the assistant
Secretaries in the order of priority established by the Board, unless and until
the Board of Directors shall otherwise direct.

SECTION 10. TREASURER. The Treasurer shall have the custody of all funds,
securities, evidences of indebtedness and other valuable documents of the
corporation, and shall deposit the same in the name and to the credit of the
corporation in such depositories as may be designated by the Board of Directors.
He shall enter or cause to be entered in books of the corporation to be kept for
that purpose full and accurate accounts of all monies received on account of the
corporation, and, whenever required by the Chairman of the Board or the
Directors, he shall render a statement of his cash accounts; he shall, unless
otherwise determined by the Directors, have charge of the original stock books,

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transfer books and stock ledgers, and act as transfer agent in respect of the
stock and securities of the corporation; and he shall perform all of the other
duties incident to the office of the Treasurer.

SECTION 11. ASSISTANT TREASURERS. Each Assistant Treasurer, if any, shall have
such powers and shall perform such duties as may be assigned to him by the Board
of Directors. In the case of the death, absence or disability of the Treasurer,
the duties of the office of Treasurer shall be performed by the Assistant
Treaurer in the order of priority established by the Board, unless and until the
Board of Directors shall otherwise direct.

SECTION 12. CONTROLLER. The Controller, if any, shall be responsible for the
maintenance of adequate accounting records of all assets, liabilities, and
transactions of the Corporation. The Controller shall prepare and render such
balance sheets, income statements and other financial reports as the Board of
Directors or the Chairman of the Board may require, shall disburse the funds of
the corporation as may be ordered by the Board of Directors, and shall perform
such other duties as may be assigned to him by the Board of Directors.

SECTION 13. ASSISTANT CONTROLLERS. Each Assistant Controller, if any, shall have
such powers and shall perform such duties as may be assigned to him by the Board
of Directors. In the case of the death, absence or disability of the Controller,
the duties of the Office of the Controller shall be performed by an assistant
Controller in the order of priority established by the Board of Directors unless
and until the Board of Directors shall otherwise direct.

SECTION 14. GENERAL COUNSEL. The General Counsel, if any, shall have such powers
and shall perform such duties as may be assigned by the Board of Directors or
the Chairman of the Board and shall perform all of the duties commonly incident
to such office.

SECTION 15. CHIEF EXECUTIVE OFFICER FOR THE MIRAGE RESORTS, INCORPORATED
SUBSIDIARY. The Chief Executive Officer for Mirage Resorts, Incorporated shall
have such powers and shall perform such duties as may be assigned by the Board
of Directors or the Chairman of the Board and shall perform all of the duties
commonly incident to such office.

SECTION 16. ABSENCE OF OFFICER. In the case of the absence of any officer of the
Corporation or for any other reason that the Board of Directors may deem
sufficient, the Board may delegate the powers and duties of such officer to any
other officer or to any Director for the time being.


                                   ARTICLE IV
                                  RESIGNATIONS
                              FILLING OF VACANCIES

SECTION 1. RESIGNATIONS. Any Director, member of a committee or other officer
may resign at any time, subject to any applicable contract provisions. Such
resignation shall be made in writing, and shall take effect at the time
specified therein, and if no time be specified at the time of its receipt by the
Chairman of the Board, President or Secretary.

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The acceptance of a resignation shall not be necessary to make it effective,
unless expressly so provided in the resignation.

SECTION 2. FILLING OF VACANCIES. If the office of any member of a committee or
of any officer or agent becomes vacant, the Directors in office, although less
than a quorum, may appoint any qualified person to fill such vacancy, who shall
hold office for the unexpired term and until his successor shall be duly chosen.
A vacancy in the Board of Directors may be filled by the stockholders or by the
Directors in office (although less than a quorum) or by a sole remaining
Director.

                                    ARTICLE V
                                  CAPITAL STOCK

SECTION 1. ISSUE OF CERTIFICATES OF STOCK. Certificates of the shares of the
capital stock of the corporation shall be in such form as shall be approved by
the Board of Directors. They shall be numbered and shall be entered in the books
of the corporation as they are issued and shall exhibit the holders' name and
the number of shares. Each stockholder shall be entitled to a certificate of his
stock under the seal of the corporation, signed by the Chairman of the Board,
President or a Vice President, and also by the Secretary or an Assistant
Secretary, or by the Treasurer or an Assistant Treasurer. Any or all of such
signatures may be a facsimile. No stock certificate shall be valid unless
countersigned and registered in such manner, if any, as the Directors shall by
resolution prescribe.

SECTION 2. TRANSFER OF SHARES. The shares of stock of the corporation shall be
transferable only upon its books by the holders thereof in person or by their
duly authorized attorneys or legal representatives; and upon such transfer the
old certificates shall be surrendered to the corporation by the delivery thereof
to the person in charge of the stock and transfer books and ledgers, or to such
other persons as the Board of Directors may designate, by whom they shall be
cancelled, and new certificates shall thereupon be issued. A record shall be
made of each transfer. The Board of Directors may appoint a transfer agent and
also may appoint a registrar of transfer and may require all stock certificates
to bear their signatures.

SECTION 3.DIVIDENDS. The Board of Directors may declare dividends from the
surplus or net profits arising from the business of the corporation as and when
it deems expedient. Before declaring any dividend, there may be reserved out of
the accumulated profits, such sum or sums as the Board of Directors from time to
time in its discretion considers proper for working capital or as a reserve fund
to meet contingencies or for such other purposes as the Board of Directors shall
think conductive to the interests of the corporation. The Board of Directors may
close the transfer books not more than sixty (60) days next preceding the day
appointed for the payment of any dividend.

SECTION 4. LOST CERTIFICATES. Any person claiming a certificate of stock to be
lost or destroyed shall make an affidavit or affirmation of that fact, and if
requested to do so by the Board of Directors, may require, and shall advertise
such fact in such manner as the Board of Directors may require, and shall give
the corporation a bond of indemnity in such sum as the Board of Directors may
direct, but not less than double the value of the

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stock represented by such certificate, in form satisfactory to the Board of
Directors and to the transfer agent and registrar of the corporation, and with
or without sureties as the Board of Directors with the approval of the transfer
agent and registrar of the Corporation may prescribe; whereupon, the President
or a Vice President and the Treasurer or an Assistant Treasurer, or the
Secretary or an Assistant Secretary, may cause to be issued a new certificate of
the same tenor and for the same number of shares as the one alleged to have been
lost or destroyed, but always subjected to the approval of the Board of
Directors.

SECTION 5. RULES AS TO ISSUES OF CERTIFICATES. The Board of Directors may make
such rules and regulations as it may deem expedient concerning the issue,
transfer and registration of certificates of stock of the Corporation. Each and
every person accepting from the corporation certificates of stock therein shall
furnish the corporation a written statement of his or her residence or post
office address.

SECTION 6. HOLDERS OF STOCK. The Board of Directors shall be entitled to treat
the holder of record of any share or shares of stock as the holder in fact
thereof, and accordingly shall not be bound to recognize any equitable or other
claim to, or interest in, such shares on the part of any other person, whether
or not it shall have express or other notice thereof, save as expressly provided
by law.


                                   ARTICLE VI
                                   AMENDMENTS

SECTION 1. AMENDMENTS OF BYLAWS. The Board of Directors by affirmative vote of a
majority of the Directors, or the stockholders by the affirmative vote of the
holders of a majority of the stock issued and outstanding and entitled to vote
if the substance of the proposed amendment shall have been stated in the notice
of the meeting of stockholders, may amend or alter any of these bylaws.


                                   ARTICLE VII
                               EXECUTIVE COMMITTEE


SECTION 1. MEMBERSHIP. The Board of Directors may, by a resolution passed by a
majority vote of the whole Board of Directors, designate not less than one nor
more than eleven (one of whom shall be the Chairman of the Board of the
Corporation) of their number to constitute an Executive Committee. The Board of
Directors may designate one or more Directors as alternative members of the
Executive Committee, who may replace any absent or disqualified member at any
meeting of the committee. If a member and his alternate are absent or
disqualified, the members and alternate members thereof present at any meeting,
whether or not they shall constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting.

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SECTION 2. POWERS. The Executive Committee shall have and exercise all of the
powers and authority of the Board of Directors as may be lawfully delegated with
the respect to the management of the business and affairs of the corporation and
shall have the power and authority to authorize the issuance of stock, to
declare a dividend, and to authorize the seal of the corporation to be affixed
to all papers which may require it. During the intervals between the meetings of
the Board of Directors, subject to the provisions of applicable law, the
Executive Committee shall possess and may exercise all the powers of the Board
of Directors in the management and direction of the business and conduct of the
affairs of the corporation in such manner as the Executive Committee may deem
best for the interest of the corporation, in all cases in which specific
contrary directions shall not have been given by the Board of Directors. The
exercise of any such powers by the Executive Committee may be accepted as a
conclusive presumption that the Board of Directors was not then in session by
any person not having notice to the contrary. Except as specifically provided to
the contrary in these bylaws or by law, any powers or authority granted to the
Board of Directors by these bylaws shall additionally be deemed to be granted to
the Executive Committee.

SECTION 3. REPORTS AND RECORDS. The Board of Directors shall appoint one of the
members of the Executive Committee to be Chairman of the Executive Committee.
All acts and resolutions of the Executive Committee shall be recorded in a
minute book to be kept with the books and records of the corporation. The
Executive Committee shall fix its own rules at stated times or on notice to all
by any one of their number or by resolution of the Board of Directors. A
majority of the members of the Executive Committee shall be necessary to
constitute a quorum for the transaction of business, and the action of a
majority of those present at a meeting at which a quorum is present shall be the
act of the committee. The Secretary of the corporation shall act as secretary of
the Executive Committee, or in his absence or incapacity the Executive Committee
may appoint a secretary to act in his place. The Board of Directors may fix the
compensation of members of the Executive Committee for their services as such,
but unless so fixed, the members of the Executive Committee shall be entitled to
any compensation for their services as such.

                                  ARTICLE VIII
                                AUDIT COMMITTEE.

SECTION 1. MEMBERS. The Board of Directors may, by a resolution passed by a
majority vote of the entire Board, designate two or more of their members to
constitute an Audit Committee. The Audit Committee shall be comprised of
Directors deemed by the Board of Directors independent of management and free
from any relation that, in the opinion of the board of directors, would
interfere with the exercise of independent judgement as a Committee member. Any
member of the Audit Committee may be removed, with or without cause, at any
time, by a majority vote of the Board of Directors. Any vacancy on the Committee
shall be filled by a majority vote of the Board of Directors.

SECTION 2. ORGANIZATION. The Board of Directors shall appoint one of the members
of the Audit Committee to be Chairman of the Audit Committee. The Audit
Committee shall fix

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its own rules and procedures and shall meet where and as provided by such rules
as stated times or on notice to all members, or by resolution of the Board of
Directors. A majority of the members of the Audit Committee shall constitute a
quorum for the transaction of business, and the action of a majority of those
present at a meeting at which a quorum is present shall be the act of the
Committee. The Board of Directors may fix the compensation of members of the
Audit Committee for their services as such, but unless so fixed, the members of
the Audit Committee shall not be entitled to any compensation for their services
as such.

SECTION 3. DUTIES. The Audit Committee shall meet at least twice a year: once on
or about the commencement date of the Audit by independent auditors of the
corporation's accounts and once on or about the completion date of such audit.
The Audit Committee shall meet more often if necessary or desirable, whenever
such meetings are called by the Chairman of the Audit Committee or the Chairman
of the Board or President. The Audit Committee shall recommend to the Board of
Directors each year the auditors for the following year to be presented to the
stockholders for approval. The Audit Committee also shall pass upon the breadth,
scope and adequacy of the Audit and the accounting practices and procedures of
the corporation, including the breadth, scope and adequacy of internal auditing
policies. The Audit Committee shall make any recommendations which, in its
judgment, should receive the attention of the Board of Directors of the
corporation. All acts and resolutions of the Audit Committee shall be recorded
in a minute book to be kept with books and records of the corporations.


                                   ARTICLE IX
                            MISCELLANEOUS PROVISIONS

SECTION 1. FISCAL YEAR. The fiscal year of the corporation shall commence on
January 1 in each year.

SECTION 2. REGISTERED OFFICE. The registered office of the corporation shall be
established and maintained at the office of the Corporation Trust Company, at
No. 100 West Tenth Street, in the City of Wilmington, County of New Castle, in
the State of Delaware; The Corporation Trust Company shall be the registered
agent of the corporation in charge thereof. A duplicate stock ledger shall be
kept at such office.

SECTION 3. OTHER OFFICES. The corporation shall, in addition to its registered
office in the State of Delaware, establish and maintain an office or offices at
such other place or places as the Board of Directors may from time to time find
necessary or desirable.

SECTION 4. NOTICE AND WAIVER OF NOTICE. Whenever any notice is required by these
bylaws to be given, personal notices is not meant unless expressly so stated;
and any notice so required shall be deemed to be sufficient if given by
depositing it in a post office box in a sealed post-paid wrapper addressed to
the person entitled thereto at his post office address, as shown on the stock
book of the corporation in the case of a stockholder, and to his last known post
office address, if he is not a stockholder, and such

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notice shall be deemed to have been given on the day of such mailing. Any notice
required to be given under these bylaws may be waived by the person entitled
thereto.

SECTION 5. INSPECTION OF BOOKS. The Board of Directors shall determine from time
to time whether and, if allowed, when and under what conditions and regulations
the accounts and books of the corporation (except such as may, by statute, be
specifically open to inspection) or any of them shall be open to the inspection
of the stockholders, and the stockholders' rights in this respect are and shall
be restricted and limited accordingly.

SECTION 6. RECORD DATE, VOTING RIGHTS AND PRIVILEGES. The Board of Directors may
fix in advance a record date for the determination of stockholders entitled to
any voting rights or other privileges, all as permitted by the General
Corporation Law of the State of Delaware.

SECTION 7. COMMITTEES OF DIRECTORS. The Board of Directors may, by resolution
passed by a majority of the Board of Directors, designate one or more
committees, each consisting of one or more Directors, to serve at the pleasure
of the Board of Directors. The Board of Directors may designate one or more
Directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee.

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