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                           AMENDED AND RESTATED BYLAWS

                                       of

                            NORTHWEST AIRLINES, INC.

                     (hereinafter called the "Corporation")

                          Adopted as of April 23, 1999

                                  SHAREHOLDERS

     Section 1.01  PLACE OF MEETINGS. Each meeting of the shareholders shall 
be held at the principal executive office of the Corporation or at such other 
place as may be designated by the Board of Directors or the Chief Executive 
Officer; provided, however, that any meeting called by or at the demand of a 
shareholder or shareholders shall be held in the county where the principal 
executive office of the Corporation is located.

     Section 1.02  REGULAR MEETINGS. Regular meetings of the shareholders may 
be held on an annual or other less frequent basis as determined by the Board 
of Directors; provided, however, that if a regular meeting has not been held 
during the immediately preceding 15 months, a shareholder or shareholders 
holding three percent or more of the voting power of all shares entitled to 
vote may demand a regular meeting of shareholders by written demand given to 
the Chief Executive Officer or the Chief Financial Officer of the 
Corporation. At each regular meeting the shareholders shall elect qualified 
successors for directors who serve for an indefinite term or whose terms have 
expired or are due to expire within six months after the date of the meeting 
and may transact any other business, provided, however, that no business with 
respect to which special notice is required by law shall be transacted unless 
such notice shall have been given.

     Section 1.03  SPECIAL MEETINGS. A special meeting of the shareholders 
may be called for any purpose or purposes at any time by the Chief Executive 
Officer; by the Chief Financial Officer; by the Board of Directors or any two 
or more members thereof; or by one or more shareholders holding not less than 
ten percent of the voting power of all shares of the Corporation entitled to 
vote (except that a special meeting for the purpose of considering any action 
to directly or indirectly facilitate or effect a business combination, 
including any action to change or otherwise affect the composition of the 
Board for that purpose, must be called by shareholders holding not less than 
25 percent of the voting power of all shares of the Corporation entitled to 
vote), who shall demand such special meeting by written notice given to the 
Chief Executive Officer or the Chief Financial Officer of the Corporation 
specifying the purposes of such meeting.

     Section 1.04  MEETINGS HELD UPON SHAREHOLDER DEMAND. Within 30 days 
after receipt of a demand by the Chief Executive Officer or the Chief 
Financial Officer from any 

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shareholder or shareholders entitled to call a meeting of the shareholders, 
it shall be the duty of the Board of Directors of the Corporation to cause a 
special or regular meeting of shareholders, as the case may be, to be duly 
called and held on notice no later than 90 days after receipt of such demand. 
If the Board fails to cause such a meeting to be called and held as required 
by this Section, the shareholder or shareholders making the demand may call 
the meeting by giving notice as provided in Section 1.06 hereof at the 
expense of the Corporation.

     Section 1.05  ADJOURNMENTS. Any meeting of the shareholders may be 
adjourned from time to time to another date, time and place. If any meeting 
of the shareholders is so adjourned, no notice as to such adjourned meeting 
need be given if the adjourned meeting is to be held not more than 120 days 
after the date fixed for the original meeting and the date, time and place at 
which the meeting will be reconvened are announced at the time of adjournment.

     Section 1.06  NOTICE OF MEETINGS. Unless otherwise required by law, 
written notice of each meeting of the shareholders, stating the date, time 
and place and, in the case of a special meeting, the purpose or purposes, 
shall be given at least ten days and not more than 60 days prior to the 
meeting to every holder of shares entitled to vote at such meeting except as 
specified in Section 1.05 or as otherwise permitted by law. The business 
transacted at a special meeting of shareholders is limited to the purposes 
stated in the notice of the meeting.

     Section 1.07  WAIVER OF NOTICE. A shareholder may waive notice of the 
date, time, place and purpose or purposes of a meeting of shareholders. A 
waiver of notice by a shareholder entitled to notice is effective whether 
given before, at or after the meeting, and whether given in writing, orally 
or by attendance. Attendance by a shareholder at a meeting is a waiver of 
notice of that meeting, unless the shareholder objects at the beginning of 
the meeting to the transaction of business because the meeting is not 
lawfully called or convened, or objects before a vote on an item of business 
because the item may not lawfully be considered at that meeting and does not 
participate in the consideration of the item at that meeting.

     Section 1.08  VOTING RIGHTS. Subdivision 1. A shareholder shall have one 
vote for each share held which is entitled to vote. Except as otherwise 
required by law, a holder of shares entitled to vote may vote any portion of 
the shares in any way the shareholder chooses. If a shareholder votes without 
designating the proportion or number of shares voted in a particular way, the 
shareholder is deemed to have voted all of the shares in that way.

     Subdivision 2. The Board of Directors may fix a date not more than 60 
days before the date of a meeting of shareholders as the date for the 
determination of the holders of shares entitled to notice of and entitled to 
vote at the meeting. When a date is so fixed, only shareholders on that date 
are entitled to notice of and permitted to vote at that meeting of 
shareholders.

     Section 1.09  PROXIES. A shareholder may cast or authorize the casting 
of a vote by filing a written appointment of a proxy with an officer of the 
Corporation at or before the meeting at which the appointment is to be 
effective. The shareholder may sign or authorize the written appointment by 
telegram, cablegram or other means of electronic transmission, 

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provided that the Corporation has no reason to believe that the telegram, 
cablegram or other electronic transmission was not authorized by the 
shareholder. Any copy, facsimile, telecommunication or other reproduction of 
the original of either the writing or transmission may be used in lieu of the 
original, provided that it is a complete and legible reproduction of the 
entire original.

     Section 1.10  QUORUM. The holders of a majority of the voting power of 
the shares entitled to vote at a shareholders meeting are a quorum for the 
transaction of business. If a quorum is present when a duly called or held 
meeting is convened, the shareholders present may continue to transact 
business until adjournment, even though the withdrawal of a number of the 
shareholders originally present leaves less than the proportion or number 
otherwise required for a quorum.

     Section 1.11  ACTS OF SHAREHOLDERS. Subdivision 1. Except as otherwise 
required by law or specified in the Articles of Incorporation of the 
Corporation, the shareholders shall take action by the affirmative vote of 
the holders of the greater of (a) a majority of the voting power of the 
shares present and entitled to vote on that item of business or (b) a 
majority of the voting power of the minimum number of shares entitled to vote 
that would constitute a quorum for the transaction of business at a duly held 
meeting of shareholders.

     Subdivision 2. A shareholder voting by proxy authorized to vote on less 
than all items of business considered at the meeting shall be considered to 
be present and entitled to vote only with respect to those items of business 
for which the proxy has authority to vote. A proxy who is given authority by 
a shareholder who abstains with respect to an item of business shall be 
considered to have authority to vote on that item of business.

     Section 1.12  ACTION WITHOUT A MEETING. Any action required or permitted 
to be taken at a meeting of the shareholders of the Corporation may be taken 
without a meeting by written action signed by all of the shareholders 
entitled to vote on that action. The written action is effective when it has 
been signed by all of those shareholders, unless a different effective time 
is provided in the written action.

                                  DIRECTORS

     Section 2.01  NUMBER; QUALIFICATIONS. Except as authorized by the 
shareholders pursuant to a shareholder control agreement or unanimous 
affirmative vote, the business and affairs of the Corporation shall be 
managed by or under the direction of a Board of one or more directors. 
Directors shall be natural persons and need not be shareholders of the 
Corporation. The shareholders at each regular meeting shall determine the 
number of directors to constitute the Board, provided that thereafter the 
authorized number of directors may be increased by the shareholders or the 
Board and decreased by the shareholders. Directors need not be shareholders.

     Section 2.02  TERM. Each director shall serve for an indefinite
term that expires at the next regular meeting of the shareholders. A director
shall hold office until a successor is 

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elected and has qualified or until the earlier death, resignation, removal or 
disqualification of the director.

     Section 2.03  VACANCIES. Vacancies on the Board of Directors resulting 
from the death, resignation, removal or disqualification of a director may be 
filled by the affirmative vote of a majority of the remaining members of the 
Board, though less than a quorum. Vacancies on the Board resulting from newly 
created directorships may be filled by the affirmative vote of a majority of 
the directors serving at the time such directorships are created. Each person 
elected to fill a vacancy shall hold office until a qualified successor is 
elected by the shareholders at the next regular meeting or at any special 
meeting duly called for that purpose.

     Section 2.04  PLACE OF MEETINGS. Each meeting of the Board of Directors 
shall be held at the principal executive office of the Corporation or at such 
other place as may be designated from time to time by a majority of the 
members of the Board, by the Chairman or by the Chief Executive Officer. A 
meeting may be held by conference among the directors using any means of 
communication through which the directors may simultaneously hear each other 
during the conference.

     Section 2.05  REGULAR MEETINGS. Regular meetings of the Board of 
Directors may be held without notice at such time and at such place as may 
from time to time be determined by the Board of Directors.

     Section 2.06  SPECIAL MEETINGS. A special meeting of the Board of 
Directors may be called for any purpose or purposes at any time by any member 
of the Board. Notice thereof stating the place, date and hour of the meeting 
shall be given to each director either by mail not less than forty-eight (48) 
hours before the date of the meeting, by telephone or telegram on twenty-four 
(24) hours' notice, or on such shorter notice as the person or persons 
calling such meeting may deem necessary or appropriate in the circumstances. 
The notice need not state the purpose of the meeting.

     Section 2.07  WAIVER OF NOTICE; PREVIOUSLY SCHEDULED MEETINGS. 
Subdivision 1. A director of the Corporation may waive notice of the date, 
time and place of a meeting of the Board. A waiver of notice by a director 
entitled to notice is effective whether given before, at or after the 
meeting, and whether given in writing, orally or by attendance. Attendance by 
a director at a meeting is a waiver of notice of that meeting, unless the 
director objects at the beginning of the meeting to the transaction of 
business because the meeting is not lawfully called or convened and 
thereafter does not participate in the meeting.

     Subdivision 2. If the day or date, time and place of a Board meeting 
have been provided herein or announced at a previous meeting of the Board, no 
notice is required. Notice of an adjourned meeting need not be given other 
than by announcement at the meeting at which adjournment is taken of the 
date, time and place at which the meeting will be reconvened.

     Section 2.08  QUORUM. The presence in person of a majority of the 
directors currently holding office shall be necessary to constitute a quorum 
for the transaction of business. In the absence of a quorum, a majority of 
the directors present may adjourn a meeting 

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from time to time without further notice until a quorum is present. If a 
quorum is present when a duly called or held meeting is convened, the 
directors present may continue to transact business until adjournment, even 
though the withdrawal of a number of the directors originally present leaves 
less than the proportion or number otherwise required for a quorum.

     Section 2.09  ACTS OF BOARD. Except as otherwise required by
law or specified in the Articles of Incorporation of the Corporation, the Board
shall take action by the affirmative vote of the greater of (a) a majority of
the directors present at a duly held meeting at the time the action is taken or
(b) a majority of the minimum proportion or number of directors that would
constitute a quorum for the transaction of business at the meeting.

     Section 2.10  PARTICIPATION BY ELECTRONIC COMMUNICATIONS. A director may 
participate in a Board meeting by any means of communication through which 
the director, other directors so participating and all directors physically 
present at the meeting may simultaneously hear each other during the meeting. 
A director so participating shall be deemed present in person at the meeting.

     Section 2.11  ABSENT DIRECTORS. A director of the Corporation may give 
advance written consent or opposition to a proposal to be acted on at a Board 
meeting. If the director is not present at the meeting, consent or opposition 
to a proposal does not constitute presence for purposes of determining the 
existence of a quorum, but consent or opposition shall be counted as the vote 
of a director present at the meeting in favor of or against the proposal and 
shall be entered in the minutes or other record of action at the meeting, if 
the proposal acted on at the meeting is substantially the same or has 
substantially the same effect as the proposal to which the director has 
consented or objected.

     Section 2.12  ACTION WITHOUT A MEETING. An action required or permitted 
to be taken at a Board meeting may be taken without a meeting by written 
action signed by all of the directors. Any action, other than an action 
requiring shareholder approval, if the Articles of Incorporation so provide, 
may be taken by written action signed by the number of directors that would 
be required to take the same action at a meeting of the Board at which all 
directors were present. The written action is effective when signed by the 
required number of directors, unless a different effective time is provided 
in the written action. When written action is permitted to be taken by less 
than all directors, all directors shall be notified immediately of its text 
and effective date.

     Section 2.13  COMMITTEES. Subdivision 1. A resolution approved by the 
affirmative vote of a majority of the Board may establish committees having 
the authority of the Board in the management of the business of the 
Corporation to the extent provided in the resolution. Committees shall be 
subject at all times to the direction and control of the Board, except as 
provided in Section 2.14 or otherwise provided by law.

     Subdivision 2. A committee shall consist of one or more natural persons, 
who need not be directors, appointed by affirmative vote of a majority of the 
directors present at a duly held Board meeting.

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     Subdivision 3. Section 2.04 and Sections 2.06 to 2.12 hereof shall apply 
to committees and members of committees to the same extent as those sections 
apply to the Board and directors.

     Subdivision 4. Minutes, if any, of committee meetings shall be made 
available upon request to members of the committee and to any director.

     Section 2.14  SPECIAL LITIGATION COMMITTEE. Pursuant to the procedure 
set forth in Section 2.13, the Board may establish a committee composed of 
one or more independent directors or other independent persons to determine 
whether it is in the best interests of the Corporation to consider legal 
rights or remedies of the Corporation and whether those rights and remedies 
should be pursued. The committee, once established, is not subject to the 
direction or control of, or (unless required by law) termination by, the 
Board. To the extent permitted by law, a vacancy on the committee may be 
filled by a majority vote of the remaining committee members. The good faith 
determinations of the committee are binding upon the Corporation and its 
directors, officers and shareholders to the extent permitted by law. The 
committee terminates when it issues a written report of its determinations to 
the Board.

     Section 2.15  COMPENSATION. The Board may fix the compensation, if any, 
of directors.

                                    OFFICERS

     Section 3.01  NUMBER AND DESIGNATION. The Corporation shall have one or 
more natural persons exercising the functions of the offices of Chief 
Executive Officer and Chief Financial Officer. The Board of Directors may 
elect or appoint such other officers or agents as it deems necessary for the 
operation and management of the Corporation, with such powers, rights, duties 
and responsibilities as may be determined by the Board, including, without 
limitation, a President, one or more Vice Presidents, a Secretary and a 
Treasurer, each of whom shall have the powers, rights, duties and 
responsibilities set forth in these By-Laws unless otherwise determined by 
the Board. Any of the offices or functions of those offices may be held by 
the same person.

     Section 3.02  CHIEF EXECUTIVE OFFICER. Unless provided otherwise by a 
resolution adopted by the Board of Directors, the Chief Executive Officer (a) 
shall have general active management of the business of the Corporation; (b) 
shall, when present, preside at all meetings of the shareholders and Board; 
(c) shall see that all orders and resolutions of the Board are carried into 
effect; (d) may maintain records of and certify proceedings of the Board and 
shareholders; and (e) shall perform such other duties as may from time to 
time be assigned by the Board.

     Section 3.03  CHIEF FINANCIAL OFFICER. Unless provided otherwise by a 
resolution adopted by the Board of Directors, the Chief Financial Officer (a) 
shall keep accurate financial records for the Corporation; (b) shall deposit 
all monies, drafts and checks in the name of and to the credit of the 
Corporation in such banks and depositories as the Board shall designate from 
time to time; (c) shall endorse for deposit all notes, checks and drafts 
received 

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by the Corporation as ordered by the Board, making proper vouchers therefor; 
(d) shall disburse corporate funds and issue checks and drafts in the name of 
the Corporation, as ordered by the Board; (e) shall render to the Chief 
Executive Officer and the Board, whenever requested, an account of all of 
such officer's transactions as Chief Financial Officer and of the financial 
condition of the Corporation; and (f) shall perform such other duties as may 
be prescribed by the Board or the Chief Executive Officer from time to time.

     Section 3.04  PRESIDENT. Unless otherwise determined by the Board of 
Directors, the President shall be the Chief Executive Officer of the 
Corporation. If an officer other than the President is designated Chief 
Executive Officer, the President shall perform such duties as may from time 
to time be assigned by the Board.

     Section 3.05  VICE PRESIDENTS. Any one or more Vice Presidents, if any, 
may be designated by the Board of Directors as Executive Vice Presidents or 
Senior Vice Presidents. During the absence or disability of the President, it 
shall be the duty of the highest ranking Executive Vice President, and, in 
the absence of any such Vice President, it shall be the duty of the highest 
ranking Senior Vice President or other Vice President, who shall be present 
at the time and able to act, to perform the duties of the President. The 
determination of who is the highest ranking of two or more persons holding 
the same office shall, in the absence of specific designation of order of 
rank by the Board, be made on the basis of the earliest date of appointment 
or election, or, in the event of simultaneous appointment or election, on the 
basis of the longest continuous employment by the Corporation.

     Section 3.06  SECRETARY. The Secretary, unless otherwise determined by 
the Board of Directors, shall attend all meetings of the shareholders and all 
meetings of the Board, shall record or cause to be recorded all proceedings 
thereof in a book to be kept for that purpose, and may certify such 
proceedings. Except as otherwise required or permitted by law or by these 
By-Laws, the Secretary shall give or cause to be given notice of all meetings 
of the shareholders and all meetings of the Board.

     Section 3.07  TREASURER. Unless otherwise determined by the Board of 
Directors, the Treasurer shall be the Chief Financial Officer of the 
Corporation. If an officer other than the Treasurer is designated Chief 
Financial Officer, the Treasurer shall perform such duties as may from time 
to time be assigned by the Board.

     Section 3.08  AUTHORITY AND DUTIES. In addition to the foregoing 
authority and duties, all officers of the Corporation shall respectively have 
such authority and perform such duties in the management of the business of 
the Corporation as may be designated from time to time by the Board of 
Directors. Unless prohibited by a resolution approved by the affirmative vote 
of a majority of the directors present, an officer elected or appointed by 
the Board may, without the approval of the Board, delegate some or all of the 
duties and powers of an office to other persons.

     Section 3.09  TERM. Subdivision 1. All officers of the Corporation shall 
hold office until their respective successors are chosen and have qualified 
or until their earlier death, resignation or removal.

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     Subdivision 2. An officer may resign at any time by giving written 
notice to the Corporation. The resignation is effective without acceptance 
when the notice is given to the Corporation, unless a later effective date is 
specified in the notice.

     Subdivision 3. An officer may be removed at any time, with or without 
cause, by a resolution approved by the affirmative vote of a majority of the 
directors present at a duly held Board meeting.

     Subdivision 4. A vacancy in an office because of death, resignation, 
removal, disqualification or other cause may, or in the case of a vacancy in 
the office of Chief Executive Officer or Chief Financial Officer shall, be 
filled for the unexpired portion of the term by the Board.

     Section 3.10  SALARIES. The salaries of all officers of the Corporation 
shall be fixed by the Board of Directors or by the Chief Executive Officer if 
authorized by the Board.

                                 INDEMNIFICATION

     Section 4.01  INDEMNIFICATION. Subject to Section 4.02 hereof, the 
Corporation shall indemnify its officers, directors and employees for such 
expenses and liabilities, in such manner, under such circumstances, and to 
such extent, as required or permitted by Minnesota Statutes, Section 
302A.521, as amended from time to time, or as required or permitted by other 
provisions of law.

     Section 4.02  ADVANCES. If a person is made or threatened to be made a 
party to a proceeding by reason of his or her former or present official 
capacity as a director or officer of the Corporation, such person shall be 
entitled, in such manner, under such circumstances, and to such extent, as 
required or permitted by subdivision 3 of Section 302A.521 of the Minnesota 
Statutes, as amended from time to time, to payment or reimbursement by the 
Corporation of reasonable expenses, including attorneys' fees and 
disbursements incurred by such in advance of the final disposition of the 
proceeding. With respect to any person who is made or threatened to be made a 
party to a proceeding by reason of his or her former or present official 
capacity as a non-officer employee of the Corporation and who is entitled, 
pursuant to subdivision 3 of Section 302A.521 of the Minnesota Statutes, to 
payment or reimbursement by the Corporation of expenses incurred by such 
person in connection with a proceeding, the Corporation may, in lieu of such 
payment or reimbursement, authorize the Corporation's counsel to represent 
such person in the proceeding, whether or not the Corporation is party to 
such proceeding. In the event such representation presents an actual conflict 
of interest as determined by such counsel and the person is otherwise 
entitled to payment or reimbursement by the Corporation of reasonable 
expenses incurred by such person in advance of the final disposition of the 
proceeding pursuant to the provisions of subdivision 3 of Section 302A.521 of 
the Minnesota Statutes, the Corporation shall retain separate counsel to 
represent such person.

     Section 4.03  INSURANCE. The Corporation may purchase and maintain 
insurance on behalf of any person in such person's official capacity against 
any liability asserted against 

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and incurred by such person in or arising from that capacity, whether or not 
the Corporation would otherwise be required to indemnify the person against 
the liability.

                                SHARES

     Section 5.01  CERTIFICATED AND UNCERTIFICATED SHARES. Subdivision 1. The 
shares of the Corporation shall be either certificated shares or 
uncertificated shares. Each holder of duly issued certificated shares is 
entitled to a certificate of shares.

     Subdivision 2. Each certificate of shares of the Corporation shall bear 
the corporate seal, if any, and shall be signed by the Chief Executive 
Officer, or the President or any Vice President, and the Chief Financial 
Officer, or the Secretary or any Assistant Secretary, but when a certificate 
is signed by a transfer agent or a registrar, the signature of any such 
officer and the corporate seal upon such certificate may be facsimiles, 
engraved or printed. If a person signs or has a facsimile signature placed 
upon a certificate while an officer, transfer agent or registrar of the 
Corporation, the certificate may be issued by the Corporation, even if the 
person has ceased to serve in that capacity before the certificate is issued, 
with the same effect as if the person had that capacity at the date of its 
issue.

     Subdivision 3. A certificate representing shares issued by the 
Corporation shall, if the Corporation is authorized to issue shares of more 
than one class or series, set forth upon the face or back of the certificate, 
or shall state that the Corporation will furnish to any shareholder upon 
request and without charge, a full statement of the designations, 
preferences, limitations and relative rights of the shares of each class or 
series authorized to be issued, so far as they have been determined, and the 
authority of the Board to determine the relative rights and preferences of 
subsequent classes or series.

     Subdivision 4. A resolution approved by the affirmative vote of a 
majority of the directors present at a duly held meeting of the Board may 
provide that some or all of any or all classes and series of the shares of 
the Corporation will be uncertificated shares. Any such resolution shall not 
apply to shares represented by a certificate until the certificate is 
surrendered to the Corporation.

     Section 5.02  DECLARATION OF DIVIDENDS AND OTHER DISTRIBUTIONS. The 
Board of Directors shall have the authority to declare dividends and other 
distributions upon the shares of the Corporation to the extent permitted by 
law.

     Section 5.03  TRANSFER OF SHARES. Shares of the Corporation may be 
transferred only on the books of the Corporation by the holder thereof, in 
person or by such person's attorney. In the case of certificated shares, 
shares shall be transferred only upon surrender and cancellation of 
certificates for a like number of shares. The Board of Directors, however, 
may appoint one or more transfer agents and registrars to maintain the share 
records of the Corporation and to effect transfers of shares.

     Section 5.04  RECORD DATE. The Board of Directors may fix a time, not 
exceeding 60 days preceding the date fixed for the payment of any dividend or 
other 

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distribution, as a record date for the determination of the shareholders 
entitled to receive payment of such dividend or other distribution, and in 
such case only shareholders of record on the date so fixed shall be entitled 
to receive payment of such dividend or other distribution, notwithstanding 
any transfer of any shares on the books of the Corporation after any record 
date so fixed.

                                  MISCELLANEOUS

     Section 6.01  EXECUTION OF INSTRUMENTS. Subdivision 1. All deeds, 
mortgages, bonds, checks, contracts and other instruments pertaining to the 
business and affairs of the Corporation shall be signed on behalf of the 
Corporation by the Chief Executive Officer, or the President, or any Vice 
President or other officer of the Corporation, or by such other person or 
persons as may be designated from time to time by the Board of Directors.

     Subdivision 2. If a document must be executed by persons holding 
different offices or functions and one person holds such offices or exercises 
such functions, that person may execute the document in more than one 
capacity if the document indicates each such capacity.

     Section 6.02  ADVANCES. The Corporation may, without a vote of the 
directors, advance money to its directors, officers or employees to cover 
expenses that can reasonably be anticipated to be incurred by them in the 
performance of their duties and for which they would be entitled to 
reimbursement in the absence of an advance.

     Section 6.03  CORPORATE SEAL. The seal of the Corporation, if any, shall 
be a circular embossed seal having inscribed thereon the name of the 
Corporation and the following words:

                           "Corporate Seal Minnesota".

     Section 6.04  FISCAL YEAR. The fiscal year of the Corporation shall be 
determined by the Board of Directors.

     Section 6.05  AMENDMENTS. The Board of Directors shall have the power to 
adopt, amend or repeal the By-Laws of the Corporation, subject to the power 
of the shareholders to change or repeal the same, provided, however, that the 
Board shall not adopt, amend or repeal any By-Law fixing a quorum for 
meetings of shareholders, prescribing procedures for removing directors or 
filling vacancies in the Board, or fixing the number of directors or their 
classifications, qualifications or terms of office, but may adopt or amend a 
By-Law that increases the number of directors.


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