EXHIBIT 3.1




                           GENERAL MOTORS CORPORATION


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                                     BYLAWS




                               As of March 5, 2007









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                           GENERAL MOTORS CORPORATION

                                     BYLAWS


                                      INDEX



ARTICLE I  --  MEETINGS STOCKHOLDERS                               Page
1.1.  Annual Meetings ................................................3
1.2.  Special Meetings................................................3
1.3.  Notice of Meetings..............................................3
1.4.  List of Stockholders Entitled to Vote...........................3
1.5.  Quorum..........................................................3
1.6.  Conduct of Meeting..............................................4
1.7.  Voting; Proxies.................................................4
1.8.  Fixing Date for Determination of Stockholders of Record.........4
1.9.  Adjournments....................................................4
1.10. Judges..........................................................5
1.11. Notice of Stockholder Nomination and Stockholder Business.......5
1.12. Stockholder Action by Written Consent...........................6

ARTICLE II -- BOARD OF DIRECTORS
2.1.  Responsibility and Number.......................................9
2.2.  Election; Resignation; Vacancies................................9
2.3.  Regular Meetings...............................................11
2.4.  Special Meetings...............................................11
2.5.  Quorum; Vote Required for Action...............................11
2.6.  Conduct of Meeting.............................................12
2.7.  Transactions with Corporation..................................12
2.8.  Ratification...................................................12
2.9.  Written Action by Directors ...................................13
2.10. Telephonic Meetings Permitted .................................13
2.11. Independent Directors..........................................13
2.12. Access to Books and Records....................................13

ARTICLE III -- COMMITTEES
3.1.  Committees of the Board of Directors...........................14
3.2.  Election; Vacancies; Independence..............................14
3.3.  Procedure; Quorum..............................................14
3.4.  Investment Funds Committee.....................................15
3.5.  Audit Committee................................................15
3.6.  Executive Compensation Committee...............................15
3.7.  Public Policy Committee........................................16
3.8.  Directors and Corporate Governance Committee...................16


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ARTICLE IV -- OFFICERS
4.1.  Election of Officers...........................................16
4.2.  Chief Executive Officer........................................16
4.3.  President......................................................17
4.4.  Vice Chairman of the Corporation...............................17
4.5.  Chief Financial Officer........................................17
4.6.  Treasurer......................................................17
4.7.  Secretary......................................................17
4.8.  Controller.....................................................17
4.9.  General Counsel................................................17
4.10. General Auditor................................................18
4.11. Chief Tax Officer..............................................18
4.12. Subordinate Officers...........................................18
4.13. Resignation; Removal; Suspension; Vacancies....................18

ARTICLE V -- INDEMNIFICATION
5.1.  Right to Indemnification of Directors and Officers.............19
5.2.  Advancement of Expenses of Directors and Officers..............19
5.3.  Claims by Officers or Directors................................19
5.4.  Indemnification of Employees...................................20
5.5.  Advancement of Expenses of Employees...........................20
5.6.  Non-Exclusivity of Rights......................................20
5.7.  Other Indemnification..........................................20
5.8.  Insurance......................................................20
5.9.  Amendment or Repeal............................................21

ARTICLE VI -- MISCELLANEOUS
6.1.  Prohibition on Certain Stock Purchases.........................21
6.2.  Seal...........................................................22
6.3.  Fiscal Year....................................................22
6.4.  Notice.........................................................22
6.5.  Waiver of Notice...............................................23
6.6.  Voting of Stock Owned by the Corporation.......................23
6.7.  Form of Records................................................23
6.8.  Offices........................................................23
6.9.  Amendment of Bylaws............................................23
6.10. Gender Pronouns................................................24


DEFINITION OF CERTAIN TERMS USED IN BYLAW 6.1.........................i



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                           GENERAL MOTORS CORPORATION
                                     BYLAWS


                                    ARTICLE I
                            MEETINGS OF STOCKHOLDERS

1.1.  Annual Meetings.

The annual meeting of stockholders for the election of directors, ratification
or rejection of the selection of auditors, and the transaction of such other
business as may properly be brought before the meeting shall be held on the
first Tuesday in June in each year, or on such other date and such place and
time as the chairman of the board or the board of directors shall designate.

1.2.  Special Meetings.

Special meetings of stockholders may be called by the board of directors or the
chairman of the board at such place, date, and time and for such purpose or
purposes as shall be set forth in the notice of such meeting.

1.3.  Notice of Meetings.

Written notice of each meeting of stockholders shall be given by the chairman of
the board and/or the secretary in compliance with the provisions of Delaware
law.

1.4.  List of Stockholders Entitled to Vote.

The secretary shall prepare or have prepared before every meeting of
stockholders a complete list of the stockholders entitled to vote at the meeting
in compliance with the provisions of Delaware law.

1.5.  Quorum.

At each meeting of stockholders, except where otherwise provided by law or the
certificate of incorporation or these bylaws, the holders of one-third of the
voting power of the outstanding shares of stock entitled to vote at the meeting,
present in person or by proxy, shall constitute a quorum. In the absence of a
quorum, the stockholders so present may, by majority vote, adjourn the meeting
from time to time in the manner provided in Section 1.9 of these bylaws until a
quorum shall attend. Shares of its own stock belonging to the Corporation or to
another corporation, if a majority of the shares entitled to vote in the
election of directors of such other corporation is held, directly or indirectly,
by the Corporation, shall neither be entitled to vote nor be counted for quorum
purposes; provided, however, that the foregoing shall not limit the right of the
Corporation to vote stock, including but not limited to its own stock, held by
it in a fiduciary capacity.


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1.6.  Conduct of Meeting.

The chairman of the board or, if he so designates, a vice chairman of the
Corporation, an executive vice president or vice president shall preside at each
meeting of the stockholders; provided, however, that if the chairman of the
board does not preside and has not designated an officer of the Corporation to
preside, the board of directors may designate any person to preside over the
meeting. The secretary of the Corporation shall record the proceedings of
meetings of the stockholders, but in the absence of the secretary, the person
presiding over the meeting shall designate any person to record the proceedings.

1.7. Voting; Proxies.

Each stockholder shall be entitled to vote in accordance with the number of
shares and voting powers of the voting shares held of record by him. Each
stockholder entitled to vote at a meeting of stockholders may authorize another
person or persons to act for him by proxy, but such proxy, whether revocable or
irrevocable, shall comply with the requirements of Delaware law. Voting at
meetings of stockholders, on other than the election of directors, need not be
by written ballot unless the holders of a majority of the outstanding shares of
all classes of stock entitled to vote thereon present in person or by proxy at
such meeting shall so determine. All elections and questions shall, unless
otherwise provided by law or by the certificate of incorporation or section 2.2
or any other provision of these bylaws, be decided by the vote of the holders of
a majority of the voting power of the shares of stock entitled to vote thereon
present in person or by proxy at the meeting.

1.8.  Fixing Date for Determination of Stockholders of Record.

To determine the stockholders of record, the board of directors may fix a record
date, provided that the record date shall not precede the date upon which the
board adopts the resolution fixing the record date and provided further that the
record date shall be: (a) in the case of determination of stockholders entitled
to receive notice of or to vote at any meeting of stockholders or adjournment
thereof, not more than 60 nor less than ten days before the date of such
meeting; (b) in the case of determination of stockholders entitled to express
consent to corporate action in writing without a meeting, in accordance with
section 1.12; and (c) in the case of any other action, not more than 60 days
prior to such other action. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the board may choose to fix
a new record date for the adjourned meeting.

1.9.  Adjournments.

Any meeting of stockholders, annual or special, may adjourn from time to time to
reconvene at the same or some other place, and notice need not be given of any
such adjourned meeting if the time and place, if any, thereof, and the means of
remote communication, if any, by which stockholders and proxy holders may be
deemed to be present and vote at such adjourned meeting are announced at the
meeting at which the adjournment is taken. At the adjourned meeting the


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Corporation may transact any business which might have been transacted at the
original meeting. If the adjournment is for more than 30 days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

1.10. Judges.

All votes by ballot at any meeting of stockholders shall be conducted by two
judges appointed for the purpose, either by the board of directors or by the
chairman of the meeting. The judges shall decide upon the qualifications of
voters, count the votes, and declare the result.

1.11. Notice of Stockholder Nomination and Stockholder Business.

At a meeting of the stockholders, only such business shall be conducted as shall
have been properly brought before the meeting. Nominations for the election of
directors may be made by the board of directors or by any stockholder entitled
to vote for the election of directors who complies with the notice requirements
set forth in this section. Other matters to be properly brought before the
meeting must be: (a) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the board, including matters covered by
rule 14a-8 of the Securities and Exchange Commission (the "SEC"); (b) otherwise
properly brought before the meeting by or at the direction of the board; or (c)
otherwise properly brought before the meeting by a stockholder pursuant to the
notice requirements of this section.

A stockholder who intends to make a nomination or to bring any other matter
before a meeting of stockholders must give notice of his intent in writing or by
electronic transmission. Such notice must be received by the secretary, in the
case of an annual meeting not more than 180 days and not less than 120 days
before the date of the meeting, or in the case of a special meeting, not more
than 15 days after the day on which notice of the special meeting is first
mailed to stockholders.

Every such notice by a stockholder shall state:

(a)   the name and address of the stockholder of the Corporation who intends to
make a nomination or bring up any other matter;

(b)   a representation that the stockholder is a holder of the Corporation's
voting stock and intends to appear in person or by proxy at the meeting to make
the nomination or bring up the matter specified in the notice;

(c)   if he intends to make a nomination, a description of all arrangements or
understandings between the stockholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder;


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(d)   if he intends to make a nomination, such other information regarding each
nominee proposed by such stockholder as would have been required to be included
in a proxy statement filed pursuant to the proxy rules of the SEC if each
nominee had been nominated by the board; and

(e)   if he intends to bring up any other matter, a description of the matter
and of any material interest of the stockholder in the matter.

Notice of intent to make a nomination shall be accompanied by the written
consent of each nominee to serve as director of the Corporation if elected.

At the meeting of stockholders, the presiding officer may declare out of order
and disregard any nomination or other matter not presented in accordance with
this section.

1.12. Stockholder Action by Written Consent.

(a)   Request for Record Date. The record date for determining stockholders
entitled to express consent to corporate action in writing without a meeting
shall be as fixed by the board of directors or as otherwise established under
this section. Any person seeking to have the stockholders authorize or take
corporate action by written consent without a meeting shall, by written notice
addressed to the secretary of the Corporation and delivered to the Corporation
and signed by a stockholder of record, request that a record date be fixed for
such purpose. The written notice must contain the information set forth in
paragraph (b) of this section. Following receipt of the notice, the board shall
have ten days to determine the validity of the request, and if appropriate,
adopt a resolution fixing the record date for such purpose. The record date for
such purpose shall be no more than ten days after the date upon which the
resolution fixing the record date is adopted by the board and shall not precede
the date such resolution is adopted. If the board fails within ten days after
the Corporation receives such notice to fix a record date for such purpose, the
record date shall be the day on which the first written consent is delivered to
the Corporation in the manner described in paragraph (d) of this section; except
that, if prior action by the board is required under the provisions of Delaware
law, the record date shall be at the close of business on the day on which the
board adopts the resolution taking such prior action.

(b)   Notice Requirements. Any stockholder's notice required by paragraph (a) of
this section must describe the action that the stockholder proposes to take by
consent. For each such proposal, every notice by a stockholder must state (i)
the information required by section 1.11 as though such stockholder was
intending to make a nomination or to bring any other matter before a meeting of
stockholders, (ii) the text of the proposal (including the text of any
resolutions to be effected by consent and the language of any proposed amendment
to the bylaws of the Corporation), (iii) the reasons for soliciting consents for


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the proposal, (iv) any material interest in the proposal held by the stockholder
and the beneficial owner, if any, on whose behalf the action is to be taken, and
(v) any other information relating to the stockholder, the beneficial owner, or
the proposal that would be required to be disclosed in filings in connection
with the solicitation of proxies or consents pursuant to Section 14 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations promulgated thereunder (or any successor provision of the
Exchange Act or the rules or regulations promulgated thereunder).

      In addition to the foregoing, the notice must state as to the stockholder
giving the notice and the beneficial owner, if any, on whose behalf the notice
is given (i) the class and number of shares of capital stock of the Corporation
that are owned beneficially and of record by such stockholder and such
beneficial owner, as to the stockholder giving the notice, (ii) a description of
all arrangements or understandings between such stockholder and any other person
or persons regarding the proposed action by consent, and (iii) a representation
whether the stockholder or the beneficial owner, if any, intends or is part of a
group which intends to (A) deliver a proxy statement and/or consent solicitation
statement to stockholders of at least the percentage of the Corporation's
outstanding capital stock required to effect the action by consent either to
solicit consents or to solicit proxies to execute consents, and/or (B) otherwise
solicit proxies or consents from stockholders in support of the action to be
taken by consent, and (C) any other information relating to such stockholder
that would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies or consents
relating to the proposed action by consent pursuant to Section 14 of the
Exchange Act and the rules and regulations promulgated thereunder (or any
successor provision of the Exchange Act or the rules or regulations promulgated
thereunder). The Corporation may require the stockholder of record and/or
beneficial owner requesting a record date for proposed stockholder action by
consent to furnish such other information as it may reasonably require to
determine the validity of the request for a record date.

(c)   Date of Consent. Every written consent purporting to take or authorize the
taking of corporate action (each such written consent is referred to in this
paragraph and in paragraph (d) as a "Consent") must bear the date of signature
of each stockholder who signs the Consent, and no Consent shall be effective to
take the corporate action referred to therein unless, within 60 days of the
earliest dated Consent delivered in the manner required by this section,
Consents signed by a sufficient number of stockholders to take such action are
so delivered to the Corporation.

(d)   Delivery of Consent. Consent must be delivered to the Corporation by
delivery to its registered office in the State of Delaware or its principal
place of business. Delivery must be made by hand or by certified or registered
mail, return receipt requested.

      In the event of the delivery to the Corporation of Consents, the secretary
of the Corporation, or such other officer of the Corporation as the board of
directors may designate, shall provide for the safe-keeping of such Consents and


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any related revocations and shall promptly conduct such ministerial review of
the sufficiency of all Consents and any related revocations and of the validity
of the action to be taken by stockholder consent as the secretary of the
Corporation, or such other officer of the Corporation as the board may
designate, as the case may be, deems necessary or appropriate, including,
without limitation, whether the stockholders of a number of shares having the
requisite voting power to authorize or take the action specified in Consents
have given consent; provided, however, that if the corporate action to which the
Consents relate is the removal or replacement of one or more members of the
board, the secretary of the Corporation, or such other officer of the
Corporation as the board may designate, as the case may be, shall promptly
designate two persons, who shall not be members of the board, to serve as
inspectors ("Inspectors") with respect to such Consent and such Inspectors shall
discharge the functions of the secretary of the Corporation, or such other
officer of the Corporation as the board may designate, as the case may be, under
this section. If after such investigation the secretary of the Corporation, such
other officer of the Corporation as the board may designate, or the Inspectors,
as the case may be, shall determine that the action purported to have been taken
is duly authorized by the Consents, that fact shall forthwith be certified on
the records of the Corporation kept for the purpose of recording the proceedings
of meetings of stockholders, and the Consents shall be filed in such records.

      In conducting the investigation required by this section, the secretary of
the Corporation, such other officer of the Corporation as the board may
designate, or the Inspectors, as the case may be, may, at the expense of the
Corporation, retain special legal counsel and any other necessary or appropriate
professional advisors, and such other personnel as such person or persons may
deem necessary or appropriate and shall be fully protected in relying in good
faith upon the opinion of such counsel or advisors.

(e)   Effectiveness of Consent. No action by written consent without a meeting
shall be effective until such date as the secretary of the Corporation, such
other officer of the Corporation as the board may designate, or the Inspectors,
as applicable, certify to the Corporation that the consents delivered to the
Corporation in accordance with paragraph (d) of this section, represent at least
the minimum number of votes that would be necessary to take the corporate
action.

(f)   Challenge to Validity of Consent. Nothing contained in this section 1.12
shall in any way be construed to suggest or imply that the board of directors of
the Corporation or any stockholder shall not be entitled to contest the validity
of any Consent or related revocations, whether before or after such
certification by the secretary of the Corporation, such other officer of the
Corporation as the board may designate, or the Inspectors, as the case may be,
or to take any other action (including, without limitation, the commencement,
prosecution, or defense of any litigation with respect thereto, and the seeking
of injunctive relief in such litigation).


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                                   ARTICLE II
                               BOARD OF DIRECTORS

2.1.  Responsibility and Number.

The business and affairs of the Corporation shall be managed by, or under the
direction of, a board of directors. The number of directors, which may be
changed from time to time by resolution of the board, is 12. Without the consent
of the Corporation's stockholders, the board will not change the number of
directors to less than 3 nor more than 17. No board vacancy shall exist as long
as the number of directors in office is equal to the number of directors stated
in this bylaw or designated by the board in a resolution pursuant to this bylaw.

2.2.  Election; Resignation; Vacancies.

(a)   Term. At each annual meeting of stockholders, each nominee elected by the
stockholders to serve as a director shall hold office for a term commencing on
the date of the annual meeting, or such later date as shall be determined by the
board of directors, and ending on the next annual meeting of stockholders, or
until his successor is elected and qualified or until such director's earlier
resignation or removal.

(b)   Majority Voting. Except as provided in paragraph (c) below, each nominee
shall be elected a director by the vote of the majority of the votes cast with
respect to that director's election at any meeting for the election of directors
at which a quorum is present.  For purposes of this bylaw, a majority of votes
cast means that the number of votes "for" a director must exceed 50% of the
votes cast with respect to that director. Votes "against" will count as a vote
cast with respect to that director, but "abstentions" will not count as a vote
cast with respect to that director.

(c)   Contested Elections. If the number of nominees for any election of
directors nominated (i) by the board of directors, or (ii) any stockholder, or
(iii) a combination of nominees by the board of directors and any stockholder,
exceeds the number of directors to be elected, the nominees receiving a
plurality of the votes cast by holders of shares entitled to vote in the
election at a meeting at which a quorum is present shall be elected.

(d)   Resignation and Replacement of Unsuccessful Incumbents.

      (i)   In order for any incumbent director to become a nominee of the board
            for further service on the board, such person must submit an
            irrevocable resignation, contingent (i) on that person not receiving
            more than 50% of the votes cast, and (ii) acceptance of that
            resignation by the board in accordance with policies and procedures
            adopted by the board for such purposes.


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      (ii)  A resignation that becomes effective if and when the director fails
            to receive a specified vote for re-election as a director shall
            provide that it is irrevocable.

      (iii) The board of directors, acting on the recommendation of the
            directors and corporate governance committee, shall within 90 days
            of receiving the certified vote pertaining to such election,
            determine whether to accept the resignation of the unsuccessful
            incumbent. Absent a determination by the board of directors that a
            compelling reason exists for concluding that it is in the best
            interests of the Corporation for an unsuccessful incumbent to remain
            as a director, no such person shall be elected by the board to serve
            as a director, and the board shall accept that person's resignation.

      (iv)  If the board determines to accept the resignation of an unsuccessful
            incumbent, the directors and corporate governance committee shall
            promptly recommend a candidate to the board of directors to fill the
            office formerly held by the unsuccessful incumbent.

      (v)   The board of directors shall promptly consider and act upon the
            directors and corporate governance committee's recommendation. The
            committee, in making this recommendation and the board, in acting on
            such recommendation, may consider any factors or other information
            that they determine appropriate and relevant.

      (vi)  The directors and corporate governance committee and the board of
            directors shall take the actions required under this paragraph
            (d) without the participation of any unsuccessful incumbent
            except that:

            a. If every member of the directors and corporate governance
               committee is an unsuccessful incumbent, the Independent Directors
               (as defined in section 2.11) who are not unsuccessful incumbents
               shall name a committee comprised of some or all of the
               Independent Directors to make recommendations under this
               subsection to the board; and

            b. If the number of independent directors who are not unsuccessful
               incumbents is three or fewer, all directors may participate in
               the decisions under this paragraph (d).

(e)   Acceptance of a Director's Resignation. If the board of directors
accepts the resignation of a director who is an unsuccessful incumbent pursuant
to this bylaw, or if a nominee for director who is not an incumbent director
does not receive more than 50% of the votes cast, then the board of directors
may fill the resulting vacancy pursuant to the provisions of paragraph (g) of
this section, or may decrease the size of the board of directors pursuant to the
provisions of section 2.1.


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(f)   Resignation. Any director may resign at any time upon notice given in
writing or by electronic transmission to the chairman of the board or to the
secretary. A resignation is effective when the resignation is delivered unless
the resignation specifies (a) a later effective date or (b) an effective date
determined upon the happening of an event or events (including but not limited
to a failure to receive more than 50% of the votes cast in an election and the
board's acceptance of the resignation).

(g)   Filling a Vacancy. Any vacancy occurring in the board for any cause may be
filled by a majority of the remaining members of the board, although such
majority is less than a quorum. Each director so elected shall hold office until
the expiration of the term of the other directors or until his successor is
elected and qualified, or until the earlier of his resignation or removal.


 2.3. Regular Meetings.

Unless otherwise determined by resolution of the board of directors, a meeting
of the board for the election of officers and the transaction of such other
business as may come before it shall be held as soon as practicable following
the annual meeting of stockholders, and other regular meetings of the board
shall be held either on the first Tuesday of each month designated by the
chairman of the board, or if that is a legal holiday, then on the next Tuesday
that is not a legal holiday, or such other days as may from time to time be
designated by the chairman of the board.

2.4.  Special Meetings.

Special meetings of the board of directors may be called by the chairman of the
board, or the chairman of the board may by written designation appoint a vice
chairman of the Corporation, an executive vice president, or a vice president to
call such meeting. Special meetings may also be called by the chairman of the
directors and corporate governance committee or by written request of one-third
of the directors then in office. Notice of a special meeting of the board of
directors shall be sent by the secretary of the Corporation either by first
class United States mail at least four days before such meeting, or by overnight
mail, courier service, electronic transmission, or hand delivery at least 24
hours before the special meeting.

2.5.  Quorum; Vote Required for Action.

At all meetings of the board of directors, one-third of the whole board shall
constitute a quorum for the transaction of business. Except in cases in which
applicable law, the certificate of incorporation, or these bylaws otherwise
provide, the vote of a majority of the directors present at a meeting at which a
quorum is present shall be the act of the board.


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2.6. Conduct of Meeting.

The board of directors shall annually elect one of its members to be chairman of
the board and shall fill any vacancy in the position of chairman of the board at
such time and in such manner as the board shall determine. The chairman of the
board may but need not be an officer of or employed in an executive or any other
capacity by the Corporation.

The chairman of the board shall preside at meetings of the board and lead the
board in fulfilling its responsibilities as defined in section 2.1.

In the absence of the chairman of the board, the chairman of the directors and
corporate governance committee or, in his absence, a member of the board
selected by the members present, shall preside at meetings of the board. The
secretary of the Corporation shall act as secretary of the meetings of the
board, but in his absence the presiding officer may appoint a secretary for the
meeting.

2.7.  Transactions with Corporation.

No contract or transaction between the Corporation and one or more of its
directors, 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 or committee
thereof which authorizes the contract or transaction, or solely because his or
their votes are counted for such purpose: (1) if the material facts as to his
relationship or interest and as to the contract or transaction are disclosed or
are known to the board or the committee, and the board or committee in good
faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors
are less than a quorum; or (2) if 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 stockholders; or (3) if the
contract or transaction is fair as to the Corporation as of the time it is
authorized, approved or ratified, by the board, 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 or of a committee which authorizes the contract
or transaction.

2.8.  Ratification.

Any transaction questioned in any stockholders' derivative suit on the grounds
of lack of authority, defective or irregular execution, adverse interest of
director, officer or stockholder, non-disclosure, miscomputation, or the
application of improper principles or practices of accounting may be ratified
before or after judgment, by the board of directors or by the stockholders in
case less than a quorum of directors are qualified; and, if so ratified, shall


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have the same force and effect as if the questioned transaction had been
originally duly authorized, and said ratification shall be binding upon the
Corporation and its stockholders and shall constitute a bar to any claim or
execution of any judgment in respect of such questioned transaction.

2.9.  Written Action by Directors.

Unless otherwise restricted by the certificate of incorporation or these bylaws,
any action required or permitted to be taken at any meeting of the board of
directors, or of any committee thereof, may be taken without a meeting if all
members of the board or such committee, as the case may be, consent thereto in
writing or by electronic transmission, and written evidence of such consent is
filed with the minutes of proceedings of the board or committee.

2.10. Telephonic Meetings Permitted.

Members of the board of directors, or any committee of the board, may
participate in a meeting of such board or committee by means of conference
telephone or other communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting
pursuant to this bylaw shall constitute presence in person at such meeting.

2.11. Independent Directors.

(a)   A majority of the individuals nominated by the board of directors as
candidates for election to the board by the stockholders at the next annual
meeting of stockholders shall qualify to be Independent Directors (as defined in
this section).

(b) If the board elects directors between annual meetings of stockholders, the
majority of all directors holding office immediately after such election shall
be Independent Directors.

(c)   For purposes of this bylaw, the term "Independent Director" shall mean a
director who qualifies as independent under any definition or standard of
"independence" adopted by the SEC or the New York Stock Exchange.

2.12. Access to Books and Records.

The records, books, and accounts of the Corporation maintained by or under the
supervision of the chief financial officer, the secretary, or any other officer
shall be open, during the usual hours for business of the Corporation, to the
examination of any director for any purpose reasonably related to his role as a
director.


                                       13
<PAGE>


                                   ARTICLE III
                                   COMMITTEES

3.1.  Committees of the Board of Directors.

The board of directors may, by resolution passed by a majority of the whole
board, designate one or more committees, consisting of one or more of the
directors of the Corporation, to be committees of the board. To the extent
provided in any resolution of the board, these bylaws, or any charter adopted by
such committee and approved by the board, and to the extent permissible under
Delaware law and the certificate of incorporation, any such committee shall have
and may exercise all the powers and authority of the board in the management of
the business and affairs of the Corporation.

The standing committees of the board shall include the audit committee, the
directors and corporate governance committee, the executive compensation
committee, the investment funds committee, and the public policy committee. The
board (but not a committee thereof) may designate additional committees of the
board and may prescribe for each committee such powers and authority as may
properly be granted to such committees in the management of the business and
affairs of the Corporation. The board of directors may establish by resolution,
adopted by a majority of the whole board, an administrative committee with the
authority and responsibility to act on behalf of the board with regard to
matters submitted to the board that, pursuant to any statement of delegation of
authority adopted by the board from time to time, do not constitute issues
within the sole jurisdiction of the board or any committee thereof and are not
otherwise significant.

3.2.  Election; Vacancies; Independence.

The members and the chairman of each committee described in sections 3.4 through
3.8 shall be elected annually by the board at its first meeting after each
annual meeting of stockholders or at any other time the board shall determine.
The members of other committees of the board may be designated at such time as
the board may determine. Vacancies in any committee may be filled at such time
and in such manner as the board shall determine. Only Independent Directors as
defined in section 2.11 of these bylaws shall be members of any committee
described in section 3.4 through 3.8.

3.3.  Procedure; Quorum.

Except to the extent otherwise provided in these bylaws or any resolution of the
board of directors, each committee of the board may fix its own rules of
procedure.

At all meetings of any committee of the board, one-third of the members thereof
shall constitute a quorum for the transaction of business. The vote of a
majority of the members present at a meeting of a committee of the board at
which a quorum is present shall be the act of the committee unless the
certificate of incorporation, these bylaws, or a resolution of the board
requires the vote of a greater number.


                                       14


3.4.  Investment Funds Committee.

The investment funds committee shall be responsible for assisting the board of
directors with its general oversight responsibility for the investment funds of
the Corporation and its subsidiaries. The committee shall serve, where it is
designated by the governing documents, as a named fiduciary of the defined
benefit employee benefit plans of the Corporation and any subsidiary of the
Corporation that are covered by the Employee Retirement Income Security Act of
1974 (ERISA) where and to the extent that it is designated by the plan's
governing documents. In addition, the committee shall report annually to the
board regarding the performance of the named fiduciaries and administrators of
such plans of their responsibilities under ERISA, and the investment activity of
the defined benefit plans among such plans. The board and management of the
Corporation and its subsidiaries shall retain all authority to determine the
amount and timing of any future funding of such plans.

3.5.  Audit Committee.

The audit committee shall have and may exercise the powers, authority, and
responsibilities that are normally appropriate for the functions of an audit
committee. The committee shall also annually select the independent accountants
for the following calendar year, and that selection shall be submitted to the
board of directors for their concurrence and to the stockholders for their
ratification or rejection at the annual meeting of stockholders.

3.6.  Executive Compensation Committee.

The executive compensation committee shall be responsible for matters related to
executive compensation and all other equity-based incentive compensation plans
of the Corporation. The committee shall determine the compensation of: (a)
employees of the Corporation who are directors of the Corporation; and (b) upon
the recommendation of the chief executive officer, all senior officers of the
Corporation and any other employee of the Corporation who occupies such other
position as may be designated by the committee from time to time. The committee
shall review the compensation of any director, officer or other employee of any
direct or indirect subsidiary of the Corporation as may be designated by the
committee from time to time to determine if it has any objection to such
compensation. The committee shall have and may exercise the powers and authority
granted to it by any incentive compensation plan for employees of the
Corporation.

Where any employee benefit or incentive compensation plan affects employees of
the Corporation or its subsidiaries and the compensation of such employees is
determined or subject to review by the committee, such plan shall be submitted
to the committee for its review before adoption by the Corporation or its
subsidiary. Any such plan or amendment or modification shall be made effective
with respect to employees of the Corporation only if and to the extent approved
by the committee.


                                       15


3.7.  Public Policy Committee.

The public policy committee shall, upon its own initiative or otherwise, inquire
into all phases of the Corporation's business activities that relate to matters
of public policy. The committee may make recommendations to the board of
directors to assist it in formulating and adopting basic policies calculated to
promote the best interests of the Corporation and the community.

3.8.  Directors and Corporate Governance Committee.

The directors and corporate governance committee shall be responsible for
matters related to service on the board of directors of the corporation, and
associated issues of corporate governance. The committee from time to time shall
conduct studies of the size and composition of the board. Prior to each annual
meeting of stockholders, the committee shall recommend to the board the
individuals to constitute the nominees of the board, so that the board may
solicit proxies for their election. The committee shall review the
qualifications of individuals for consideration as director candidates and shall
recommend to the board, for its consideration, the names of individuals for
election by the board. In addition, the committee shall from time to time
conduct studies and make recommendations to the board regarding compensation of
directors.


                                   ARTICLE IV
                                    OFFICERS

4.1.  Election of Officers.

The board of directors shall elect such officers of the Corporation with the
titles and duties that it designates, provided that the Corporation shall have
at least two officers at any time. There may be a chief executive officer, a
president, one or more vice chairmen of the Corporation, one or more executive
vice presidents, one or more vice presidents, a chief financial officer, a
secretary, a treasurer, a controller, a general counsel, a general auditor, and
a chief tax officer. The officers, other than the chief executive officer and
the president, shall each have the powers, authority, and responsibilities of
those officers provided by the bylaws or as the board or the chief executive
officer may determine. One person may hold any number of offices. Elected
officers shall hold their offices at the pleasure of the board or until their
earlier resignation.

4.2.  Chief Executive Officer.

The chief executive officer shall have the general executive responsibility for
the conduct of the business and affairs of the Corporation. He shall exercise
such other powers, authority, and responsibilities as the board of directors may
determine.


                                       16
<PAGE>


In the absence of or during the physical disability of the chief executive
officer, the board may designate an officer who shall have and exercise the
powers, authority, and responsibilities of the chief executive officer.

4.3.  President.

The president shall have and exercise such powers, authority and
responsibilities as the board of directors may determine.

4.4. Vice Chairman of the Corporation.

The vice chairman shall have and exercise such powers, authority, and
responsibilities as the board of directors may determine. The vice chairman may
be, but is not required to be, a member of the board of directors.

4.5.  Chief Financial Officer.

The chief financial officer shall be the principal financial officer of the
Corporation. He shall render such accounts and reports as may be required by the
board of directors or any committee of the board. The financial records, books
and accounts of the Corporation shall be maintained subject to his direct or
indirect supervision.

4.6.  Treasurer.

The treasurer shall have direct or indirect custody of all funds and securities
of the Corporation and shall perform all acts incident to the position of
treasurer.

4.7.  Secretary.

The secretary shall keep the minutes of all meetings of stockholders and
directors and shall give all required notices and have charge of such books and
papers as the board of directors may require. He shall submit such reports to
the board or to any committee as the board or such committee may request. Any
action or duty required to be performed by the secretary may be performed by an
assistant secretary.

4.8.  Controller.

The controller shall be in charge of the accounts of the Corporation and shall
perform all acts incident to the position of controller.

4.9.  General Counsel.

The general counsel shall be the chief legal officer of the Corporation and
shall have general control of all matters of legal import concerning the
Corporation.


                                       17

<PAGE>

4.10. General Auditor.

The general auditor shall have such powers, authority and responsibilities as
are incident to the position of general auditor in the performance of an
independent audit activity of the Corporation and shall have direct access to
the audit committee.

4.11. Chief Tax Officer.

The chief tax officer shall have responsibility for all tax matters involving
the Corporation, with authority to sign and to delegate to others authority to
sign all returns, reports, agreements and documents involving the administration
of the Corporation's tax affairs.

4.12. Subordinate Officers.

The board of directors may from time to time appoint one or more assistant
officers to the officers of the Corporation, and such other subordinate officers
as the board of directors may deem advisable. Such subordinate officers shall
have such powers, authority and responsibilities as the board or the chief
executive officer may from time to time determine. The board may grant to any
committee of the board or the chief executive officer the power and authority to
appoint subordinate officers and to prescribe their respective terms of office,
powers, authority, and responsibilities. Each subordinate officer shall hold his
position at the pleasure of the board, the committee of the board appointing
him, the chief executive officer, and any other officer to whom such subordinate
officer reports.

4.13. Resignation; Removal; Suspension; Vacancies.

Any officer may resign at any time by giving written notice to the chief
executive officer or the secretary. Unless stated in the notice of resignation,
the acceptance thereof shall not be necessary to make it effective. It shall
take effect at the time specified therein or, in the absence of such
specification, it shall take effect upon the receipt thereof.

Any officer elected by the board of directors may be suspended or removed at any
time by the affirmative vote of a majority of the board. Any subordinate officer
of the Corporation appointed by the board, a committee of the board, or the
chief executive officer may be suspended or removed at any time by a majority
vote of a quorum of the board, the committee that appointed such subordinate
officer, the chief executive officer, or any other officer to whom such
subordinate officer reports.

Subject to any contractual limitations, the chief executive officer may suspend
the powers, authority, responsibilities and compensation of any employee,
including any elected officer or appointed subordinate officer, for a period of
time sufficient to permit the board or the appropriate committee of the board a
reasonable opportunity to consider and act upon a resolution relating to the
reinstatement, further suspension, or removal of such person.


                                       18

<PAGE>

As appropriate, the board, a committee of the board, and/or the chief executive
officer may fill any vacancy created by the resignation, death, retirement, or
removal of an officer in the same manner as provided for the election or
appointment of such person.


                                    ARTICLE V
                                 INDEMNIFICATION

5.1.  Right to Indemnification of Directors and Officers.

Subject to the other provisions of this article, the Corporation shall indemnify
and advance expenses to every director and officer (and to such person's heirs,
executors, administrators or other legal representatives) in the manner and to
the full extent permitted by applicable law as it presently exists, or may
hereafter be amended, against any and all amounts (including judgments, fines,
payments in settlement, attorneys' fees and other expenses) reasonably incurred
by or on behalf of such person in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative ("a proceeding"), in which such director or officer was or is made
or is threatened to be made a party or is otherwise involved by reason of the
fact that such person is or was a director or officer of the Corporation, or is
or was serving at the request of the Corporation as a director, officer,
employee, fiduciary or member of any other corporation, partnership, joint
venture, trust, organization or other enterprise. The Corporation shall not be
required to indemnify a person in connection with a proceeding initiated by such
person if the proceeding was not authorized by the board of directors of the
Corporation.

5.2.  Advancement of Expenses of Directors and Officers.

The Corporation shall pay the expenses of directors and officers incurred in
defending any proceeding in advance of its final disposition ("advancement of
expenses"); provided, however, that the payment of expenses incurred by a
director or officer in advance of the final disposition of the proceeding shall
be made only upon receipt of an undertaking by the director or officer to repay
all amounts advanced if it should be ultimately determined that the director or
officer is not entitled to be indemnified under this article or otherwise.

5.3.  Claims by Officers or Directors.

If a claim for indemnification or advancement of expenses by a director or
officer under this article is not paid in full within 90 days after a written
claim therefor has been received by the Corporation, the claimant may file suit
to recover the unpaid amount of such claim and, if successful in whole or in
part, shall be entitled to be paid the expense of prosecuting such claim. In any
such action the Corporation shall have the burden of proving that the claimant
was not entitled to the requested indemnification or advancement of expenses
under applicable law.


                                       19
<PAGE>


5.4.  Indemnification of Employees.

Subject to the other provisions of this article, the Corporation may indemnify
and advance expenses to every employee who is not a director or officer (and to
such person's heirs, executors, administrators, or other legal representatives)
in the manner and to the full extent permitted by applicable law as it presently
exists, or may hereafter be amended against any and all amounts (including
judgments, fines, payments in settlement, attorneys' fees, and other expenses)
reasonably incurred by or on behalf of such person in connection with any
proceeding, in which such employee was or is made or is threatened to be made a
party or is otherwise involved by reason of the fact that such person is or was
an employee of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee, fiduciary, or member of any other
corporation, partnership, joint venture, trust, organization, or other
enterprise. The ultimate determination of entitlement to indemnification of
employees who are not officers and directors shall be made in such manner as is
provided by applicable law. The Corporation shall not be required to indemnify a
person in connection with a proceeding initiated by such person if the
proceeding was not authorized by the board of the Corporation.

5.5.  Advancement of Expenses of Employees.

The advancement of expenses of an employee who is not a director or officer
shall be made by or in the manner provided by resolution of the board of
directors or by a committee of the board.

5.6.  Non-Exclusivity of Rights.

The rights conferred on any person by this article shall not be exclusive of any
other rights which such person may have or hereafter acquire under any statute,
any provision of the certificate of incorporation or of these bylaws or of any
agreement, any vote of stockholders or disinterested directors, or otherwise.

5.7.  Other Indemnification.

The Corporation's obligation, if any, to indemnify any person who was or is
serving at its request as a director, officer or employee of another
corporation, partnership, joint venture, trust, organization, or other
enterprise shall be reduced by any amount such person may collect as
indemnification from such other corporation, partnership, joint venture, trust,
organization, or other enterprise.

5.8.  Insurance.

The board of directors may, to the full extent permitted by applicable law as it
presently exists, or may hereafter be amended from time to time, authorize an
appropriate officer or officers to purchase and maintain at the Corporation's
expense insurance: (a) to reimburse the Corporation for any obligation which it
incurs under the provisions of this article as a result of the indemnification


                                       20

<PAGE>

of past, present or future directors, officers, employees, agents, and any
persons who have served in the past, are now serving, or in the future will
serve at the request of the Corporation as a director, officer, employee, or
agent of another Corporation, partnership, joint venture, trust or other
enterprise; and (b) to pay on behalf of or to indemnify such persons against
liability in instances in which they may not otherwise be indemnified by the
Corporation under the provisions of this article, whether or not the Corporation
would have the power to indemnify such persons against such liability under this
article.

5.9.  Amendment or Repeal.

Any repeal or modification of the foregoing provisions of this article shall not
adversely affect any right or protection hereunder of any person in respect of
any act or omission occurring prior to the time of such repeal or modification.


                                   ARTICLE VI
                                  MISCELLANEOUS

6.1.  Prohibition on Certain Stock Purchases.

(a)   Except as set forth in subsection (b) hereof, in addition to any
affirmative vote of stockholders required by any provision of law, the
certificate of incorporation or bylaws of the Corporation, or any policy adopted
by the board of directors, neither the Corporation nor any subsidiary shall
knowingly effect any direct or indirect purchase or other acquisition of any GM
Equity Security of any class or classes issued by the Corporation at a price
which is in excess of the highest Market Price of such GM Equity Security on the
largest principal national securities exchange in the United States on which
such security is listed for trading on the date that the understanding to effect
such transaction is entered into by the Corporation (whether or not such
transaction is concluded or a written agreement relating to such transaction is
executed on such date, such date to be conclusively established by determination
of the board), from any Interested Person (i.e., any person who is the direct or
indirect beneficial owner of more than three percent (3%) of the aggregate
voting power of the Voting Shares of the Corporation) who has beneficially owned
such GM Equity Securities for less than two years prior to such date, without
the affirmative vote of the holders of the Voting Shares which represent at
least a majority of the aggregate voting power of the Corporation, excluding
Voting Shares beneficially owned by such Interested Person, voting together as
a single class.  Such affirmative vote shall be required notwithstanding the
fact that no vote may be otherwise required, or that a lesser percentage may be
specified, by law or any agreement with any national securities exchange, or
otherwise.

(b)   The provisions of Section (a) hereof shall not be applicable with respect
to:

      (i)   any purchase, acquisition, redemption or exchange of GM Equity
            Securities, the purchase, acquisition, redemption or exchange of
            which, at the time any such transaction is entered into, is provided
            for in the certificate of incorporation (including any resolution
            or resolutions of the board providing for the issuance of Preferred
            Stock or Preference Stock by the Corporation);

      (ii)  any purchase or other acquisition of GM Equity Securities made as
            part of a tender or exchange offer by the Corporation to purchase
            securities of the same class made on the same terms to all holders
            of such securities and complying with the applicable requirements
            of the Securities Exchange Act of 1934, as amended, and the rules
            and regulations thereunder (or any successor provisions to such Act,
            rules or regulations);

      (iii) any purchase or acquisition of GM Equity Securities made pursuant
            to an open market purchase program which has been approved by the
            board of directors; or

      (iv)  any purchase or acquisition of GM Equity Securities made from, or
            any purchase or acquisition of GM Equity Securities made pursuant
            to or on behalf of, an employee benefit plan maintained by the
            Corporation, or any subsidiary or any trustee of, or fiduciary with
            respect to any such plan when acting in such capacity.

(c)   The board shall have the exclusive right and power to interpret the
provisions of this bylaw, including, without limitation, the adoption of written
definitions of terms used in this bylaw (any such definitions shall be filed
with the secretary of the Corporation, and such definitions as may prevail shall
be made available to any stockholder upon written request); any such
interpretation made in good faith shall be binding and conclusive upon all
holders of GM Equity Securities.

6.2.  Seal.

The corporate seal shall have inscribed upon it the name of the Corporation, the
year of its organization and the words "Corporate Seal," and "Delaware." The
seal and any duplicate of the seal shall be in the charge of the secretary or an
assistant secretary.

6.3.  Fiscal Year.

The fiscal year of the Corporation shall begin on January 1 and terminate on
December 31 of each year.

6.4.  Notice.

Unless otherwise stated, any notice required to be given by these bylaws must be
given in writing delivered in person, by first class United States mail,
overnight mail or courier service, or by facsimile or other electronic
transmission followed by a paper copy of such notice delivered by overnight mail
or courier service.


                                       22
<PAGE>


6.5.  Waiver of Notice.

Whenever any notice is required to be given, a waiver thereof in writing, signed
by the person or persons entitled to the notice, whether before or after the
time stated therein, shall be deemed equivalent thereto. Attendance of a person
at a meeting shall constitute a waiver of notice of such meeting, except if the
person attends a meeting for the express purpose of objecting at the beginning
of the meeting to the transaction of any business because the meeting is not
lawfully called or convened. Such written notice of waiver need not specify the
business to be transacted at or the purpose of any regular or special meeting of
the stockholders, board of directors, or committee of the board.

6.6.  Voting of Stock Owned by the Corporation.

The board of directors, the investment funds committee or the chairman of the
board may authorize any person and delegate to one or more officers or
subordinate officers the authority to authorize any person to vote or to grant
proxies to vote in behalf of the Corporation at any meeting of stockholders or
in any solicitation of consent of any corporation in which the Corporation may
hold stock or other voting securities.

6.7.  Form of Records.

Any records maintained by the Corporation in the regular course of its business,
including its stock ledger, books of account, and minute books, may be kept on,
or by means of, or be in the form of, any information storage device or method,
provided that the records so kept can be converted into clearly legible paper
form within a reasonable time. Upon the request of any person entitled to
inspect records, the Corporation shall so convert such records.

6.8.  Offices.

The Corporation shall maintain a registered office inside the State of Delaware
and may also have other offices outside or inside the State of Delaware. The
books of the Corporation may be kept outside or inside the State of Delaware.

6.9.  Amendment of Bylaws.

The board of directors shall have power to adopt, amend, or repeal the bylaws at
any regular or special meeting of the board. The stockholders shall also have
power to adopt, amend, or repeal the bylaws at any annual or special meeting,
subject to compliance with the notice provisions provided in section 1.11.


                                       23
<PAGE>


6.10. Gender Pronouns.

Whenever the masculine pronoun is used in these bylaws, it shall be deemed to
refer to either the masculine or the feminine gender.






























                                       24
<PAGE>



                           DEFINITION OF CERTAIN TERMS
                                USED IN BYLAW 6.1
                                       OF
                           GENERAL MOTORS CORPORATION


For the purposes of section 6.1 (formerly section 6.12) of the bylaws of General
Motors Corporation, the board of directors adopted the following definitions
effective March 5, 1990:

      (i)   "Affiliate" and "Associate" shall have the respective meanings
      ascribed to such terms in Rule 12b-2 of the General Rules and
      Regulations under the Exchange Act, as in effect on January 1, 1990.

      (ii)  "Beneficial Owner" and "Beneficial Ownership" shall have the
      meanings ascribed to such terms in Rule 13d-3 and Rule 13d-5 of the
      General Rules and Regulations under the Exchange Act, as in effect on
      January 1, 1990.

      (iii) "GM Equity Security" shall mean any security described in Section
      3(a) (11) of the Exchange Act, as in effect on January 1, 1990, which is
      issued by GM and traded on a national securities exchange or the NASDAQ
      National Market System.

      (iv)  "Interested Person" shall mean any person (other than the
      Corporation or any Subsidiary) that is the direct or indirect Beneficial
      Owner of more than three percent (3%) of the aggregate voting power of
      the Voting Shares, and any affiliate or associate of any such person.
      For the purpose of determining whether a Person is an Interested Person,
      the outstanding Voting Shares shall include unissued shares of voting
      stock of the Corporation of which the Interested Person is the
      Beneficial Owner, but shall not include any other shares of voting stock
      of the Corporation which may be issuable pursuant to any agreement,
      arrangement or understanding, or upon exercise of conversion rights,
      warrants or options, or otherwise, to any Person who is not the
      Interested Person.

      (v)   "Market Price" of shares of a class of GM Equity Security on any day
      shall mean the highest sale price (regular way) of shares of such class
      of GM Equity Security on such day, or, if that day is not a trading day,
      on the trading day immediately preceding such day, on the largest
      principal national securities exchange on which such class of stock is
      then listed or admitted to trading, or if not listed or admitted to
      trading on any national securities exchange, then the highest reported
      sale price for such shares in the over-the-counter market as reported on
      the NASDAQ National Market System, or if such sale prices shall not be
      reported thereon, the highest bid price so reported, or, if such price
      shall not be reported thereon, as the same shall be reported by the
      National Quotation Bureau Incorporated; in the case of any GM Equity
      Security which is the Preferred Stock or Preference Stock of the
      Corporation (of any series), the Market Price thereof shall be the
      Market Price, as hereinabove defined, of the Voting Shares which the
      holder of such Preferred Stock or Preference Stock may then acquire by
      reason of the redemption, exchange, conversion or exercise of other
      rights as may be provided for in the terms of such securities.


                                        i

<PAGE>

      (vi)  "Person" shall mean any individual, partnership, firm, corporation,
      association, trust, unincorporated organization or other entity, as well
      as any syndicate or group deemed to be a person pursuant to Section
      13(d)(3) of the Exchange Act, as in effect on January 1, 1990.

      (vii) "Subsidiary" shall mean any company of which the Corporation owns,
      directly or indirectly, (A) a majority of the outstanding shares of
      equity securities, or (B) shares having a majority of the voting power
      represented by all of the outstanding voting stock of such company. For
      the purpose of determining whether a company is a Subsidiary, the
      outstanding voting stock and shares of equity securities thereof shall
      include unissued shares of which the Corporation is the Beneficial Owner
      but, except for the purpose of determining whether a company is a
      Subsidiary for purposes of the definition of Interested Person as used
      in Bylaw Section 6.12 [now section 6.1], shall not include any other
      shares which may be issuable pursuant to any agreement, arrangement or
      understanding, or upon the exercise of conversion rights, warrants or
      options, or otherwise, to any Person who is not the Corporation.

      (viii) "Voting Shares" shall mean the outstanding shares of capital
      stock of the Corporation entitled to vote generally in the election of
      directors.
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EXHIBIT 3.1

                           GENERAL MOTORS CORPORATION

                               ------------------

                                     BYLAWS

                               As of March 5, 2007
GENERAL MOTORS CORPORATION

                                     BYLAWS

                                      INDEX

ARTICLE I  --  MEETINGS STOCKHOLDERS                               Page
1.1.  Annual Meetings ................................................3
1.2.  Special Meetings................................................3
1.3.  Notice of Meetings..............................................3
1.4.  List of Stockholders Entitled to Vote...........................3
1.5.  Quorum..........................................................3
1.6.  Conduct of Meeting..............................................4
1.7.  Voting; Proxies.................................................4
1.8.  Fixing Date for Determination of Stockholders of Record.........4
1.9.  Adjournments....................................................4
1.10. Judges..........................................................5
1.11. Notice of Stockholder Nomination and Stockholder Business.......5
1.12. Stockholder Action by Written Consent...........................6

ARTICLE II -- BOARD OF DIRECTORS
2.1.  Responsibility and Number.......................................9
2.2.  Election; Resignation; Vacancies................................9
2.3.  Regular Meetings...............................................11
2.4.  Special Meetings...............................................11
2.5.  Quorum; Vote Required for Action...............................11
2.6.  Conduct of Meeting.............................................12
2.7.  Transactions with Corporation..................................12
2.8.  Ratification...................................................12
2.9.  Written Action by Directors ...................................13
2.10. Telephonic Meetings Permitted .................................13
2.11. Independent Directors..........................................13
2.12. Access to Books and Records....................................13

ARTICLE III -- COMMITTEES
3.1.  Committees of the Board of Directors...........................14
3.2.  Election; Vacancies; Independence..............................14
3.3.  Procedure; Quorum..............................................14
3.4.  Investment Funds Committee.....................................15
3.5.  Audit Committee................................................15
3.6.  Executive Compensation Committee...............................15
3.7.  Public Policy Committee........................................16
3.8.  Directors and Corporate Governance Committee...................16

                                       1
ARTICLE IV -- OFFICERS
4.1.  Election of Officers...........................................16
4.2.  Chief Executive Officer........................................16
4.3.  President......................................................17
4.4.  Vice Chairman of the Corporation...............................17
4.5.  Chief Financial Officer........................................17
4.6.  Treasurer......................................................17
4.7.  Secretary......................................................17
4.8.  Controller.....................................................17
4.9.  General Counsel................................................17
4.10. General Auditor................................................18
4.11. Chief Tax Officer..............................................18
4.12. Subordinate Officers...........................................18
4.13. Resignation; Removal; Suspension; Vacancies....................18

ARTICLE V -- INDEMNIFICATION
5.1.  Right to Indemnification of Directors and Officers.............19
5.2.  Advancement of Expenses of Directors and Officers..............19
5.3.  Claims by Officers or Directors................................19
5.4.  Indemnification of Employees...................................20
5.5.  Advancement of Expenses of Employees...........................20
5.6.  Non-Exclusivity of Rights......................................20
5.7.  Other Indemnification..........................................20
5.8.  Insurance......................................................20
5.9.  Amendment or Repeal............................................21

ARTICLE VI -- MISCELLANEOUS
6.1.  Prohibition on Certain Stock Purchases.........................21
6.2.  Seal...........................................................22
6.3.  Fiscal Year....................................................22
6.4.  Notice.........................................................22
6.5.  Waiver of Notice...............................................23
6.6.  Voting of Stock Owned by the Corporation.......................23
6.7.  Form of Records................................................23
6.8.  Offices........................................................23
6.9.  Amendment of Bylaws............................................23
6.10. Gender Pronouns................................................24

DEFINITION OF CERTAIN TERMS USED IN BYLAW 6.1.........................i

                                       2
GENERAL MOTORS CORPORATION
                                     BYLAWS

                                    ARTICLE I
                            MEETINGS OF STOCKHOLDERS

1.1.  Annual Meetings.

The annual meeting of stockholders for the election of directors, ratification
or rejection of the selection of auditors, and the transaction of such other
business as may properly be brought before the meeting shall be held on the
first Tuesday in June in each year, or on such other date and such place and
time as the chairman of the board or the board of directors shall designate.

1.2.  Special Meetings.

Special meetings of stockholders may be called by the board of directors or the
chairman of the board at such place, date, and time and for such purpose or
purposes as shall be set forth in the notice of such meeting.

1.3.  Notice of Meetings.

Written notice of each meeting of stockholders shall be given by the chairman of
the board and/or the secretary in compliance with the provisions of Delaware
law.

1.4.  List of Stockholders Entitled to Vote.

The secretary shall prepare or have prepared before every meeting of
stockholders a complete list of the stockholders entitled to vote at the meeting
in compliance with the provisions of Delaware law.

1.5.  Quorum.

At each meeting of stockholders, except where otherwise provided by law or the
certificate of incorporation or these bylaws, the holders of one-third of the
voting power of the outstanding shares of stock entitled to vote at the meeting,
present in person or by proxy, shall constitute a quorum. In the absence of a
quorum, the stockholders so present may, by majority vote, adjourn the meeting
from time to time in the manner provided in Section 1.9 of these bylaws until a
quorum shall attend. Shares of its own stock belonging to the Corporation or to
another corporation, if a majority of the shares entitled to vote in the
election of directors of such other corporation is held, directly or indirectly,
by the Corporation, shall neither be entitled to vote nor be counted for quorum
purposes; provided, however, that the foregoing shall not limit the right of the
Corporation to vote stock, including but not limited to its own stock, held by
it in a fiduciary capacity.

                                       3
1.6.  Conduct of Meeting.

The chairman of the board or, if he so designates, a vice chairman of the
Corporation, an executive vice president or vice president shall preside at each
meeting of the stockholders; provided, however, that if the chairman of the
board does not preside and has not designated an officer of the Corporation to
preside, the board of directors may designate any person to preside over the
meeting. The secretary of the Corporation shall record the proceedings of
meetings of the stockholders, but in the absence of the secretary, the person
presiding over the meeting shall designate any person to record the proceedings.

1.7. Voting; Proxies.

Each stockholder shall be entitled to vote in accordance with the number of
shares and voting powers of the voting shares held of record by him. Each
stockholder entitled to vote at a meeting of stockholders may authorize another
person or persons to act for him by proxy, but such proxy, whether revocable or
irrevocable, shall comply with the requirements of Delaware law. Voting at
meetings of stockholders, on other than the election of directors, need not be
by written ballot unless the holders of a majority of the outstanding shares of
all classes of stock entitled to vote thereon present in person or by proxy at
such meeting shall so determine. All elections and questions shall, unless
otherwise provided by law or by the certificate of incorporation or section 2.2
or any other provision of these bylaws, be decided by the vote of the holders of
a majority of the voting power of the shares of stock entitled to vote thereon
present in person or by proxy at the meeting.

1.8.  Fixing Date for Determination of Stockholders of Record.

To determine the stockholders of record, the board of directors may fix a record
date, provided that the record date shall not precede the date upon which the
board adopts the resolution fixing the record date and provided further that the
record date shall be: (a) in the case of determination of stockholders entitled
to receive notice of or to vote at any meeting of stockholders or adjournment
thereof, not more than 60 nor less than ten days before the date of such
meeting; (b) in the case of determination of stockholders entitled to express
consent to corporate action in writing without a meeting, in accordance with
section 1.12; and (c) in the case of any other action, not more than 60 days
prior to such other action. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the board may choose to fix
a new record date for the adjourned meeting.

1.9.  Adjournments.

Any meeting of stockholders, annual or special, may adjourn from time to time to
reconvene at the same or some other place, and notice need not be given of any
such adjourned meeting if the time and place, if any, thereof, and the means of
remote communication, if any, by which stockholders and proxy holders may be
deemed to be present and vote at such adjourned meeting are announced at the
meeting at which the adjournment is taken. At the adjourned meeting the

                                       4
Corporation may transact any business which might have been transacted at the
original meeting. If the adjournment is for more than 30 days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

1.10. Judges.

All votes by ballot at any meeting of stockholders shall be conducted by two
judges appointed for the purpose, either by the board of directors or by the
chairman of the meeting. The judges shall decide upon the qualifications of
voters, count the votes, and declare the result.

1.11. Notice of Stockholder Nomination and Stockholder Business.

At a meeting of the stockholders, only such business shall be conducted as shall
have been properly brought before the meeting. Nominations for the election of
directors may be made by the board of directors or by any stockholder entitled
to vote for the election of directors who complies with the notice requirements
set forth in this section. Other matters to be properly brought before the
meeting must be: (a) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the board, including matters covered by
rule 14a-8 of the Securities and Exchange Commission (the "SEC"); (b) otherwise
properly brought before the meeting by or at the direction of the board; or (c)
otherwise properly brought before the meeting by a stockholder pursuant to the
notice requirements of this section.

A stockholder who intends to make a nomination or to bring any other matter
before a meeting of stockholders must give notice of his intent in writing or by
electronic transmission. Such notice must be received by the secretary, in the
case of an annual meeting not more than 180 days and not less than 120 days
before the date of the meeting, or in the case of a special meeting, not more
than 15 days after the day on which notice of the special meeting is first
mailed to stockholders.

Every such notice by a stockholder shall state:

(a)   the name and address of the stockholder of the Corporation who intends to
make a nomination or bring up any other matter;

(b)   a representation that the stockholder is a holder of the Corporation's
voting stock and intends to appear in person or by proxy at the meeting to make
the nomination or bring up the matter specified in the notice;

(c)   if he intends to make a nomination, a description of all arrangements or
understandings between the stockholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder;

                                       5

(d)   if he intends to make a nomination, such other information regarding each
nominee proposed by such stockholder as would have been required to be included
in a proxy statement filed pursuant to the proxy rules of the SEC if each
nominee had been nominated by the board; and

(e)   if he intends to bring up any other matter, a description of the matter
and of any material interest of the stockholder in the matter.

Notice of intent to make a nomination shall be accompanied by the written
consent of each nominee to serve as director of the Corporation if elected.

At the meeting of stockholders, the presiding officer may declare out of order
and disregard any nomination or other matter not presented in accordance with
this section.

1.12. Stockholder Action by Written Consent.

(a)   Request for Record Date. The record date for determining stockholders
entitled to express consent to corporate action in writing without a meeting
shall be as fixed by the board of directors or as otherwise established under
this section. Any person seeking to have the stockholders authorize or take
corporate action by written consent without a meeting shall, by written notice
addressed to the secretary of the Corporation and delivered to the Corporation
and signed by a stockholder of record, request that a record date be fixed for
such purpose. The written notice must contain the information set forth in
paragraph (b) of this section. Following receipt of the notice, the board shall
have ten days to determine the validity of the request, and if appropriate,
adopt a resolution fixing the record date for such purpose. The record date for
such purpose shall be no more than ten days after the date upon which the
resolution fixing the record date is adopted by the board and shall not precede
the date such resolution is adopted. If the board fails within ten days after
the Corporation receives such notice to fix a record date for such purpose, the
record date shall be the day on which the first written consent is delivered to
the Corporation in the manner described in paragraph (d) of this section; except
that, if prior action by the board is required under the provisions of Delaware
law, the record date shall be at the close of business on the day on which the
board adopts the resolution taking such prior action.

(b)   Notice Requirements. Any stockholder's notice required by paragraph (a) of
this section must describe the action that the stockholder proposes to take by
consent. For each such proposal, every notice by a stockholder must state (i)
the information required by section 1.11 as though such stockholder was
intending to make a nomination or to bring any other matter before a meeting of
stockholders, (ii) the text of the proposal (including the text of any
resolutions to be effected by consent and the language of any proposed amendment
to the bylaws of the Corporation), (iii) the reasons for soliciting consents for

                                       6
the proposal, (iv) any material interest in the proposal held by the stockholder
and the beneficial owner, if any, on whose behalf the action is to be taken, and
(v) any other information relating to the stockholder, the beneficial owner, or
the proposal that would be required to be disclosed in filings in connection
with the solicitation of proxies or consents pursuant to Section 14 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations promulgated thereunder (or any successor provision of the
Exchange Act or the rules or regulations promulgated thereunder).

      In addition to the foregoing, the notice must state as to the stockholder
giving the notice and the beneficial owner, if any, on whose behalf the notice
is given (i) the class and number of shares of capital stock of the Corporation
that are owned beneficially and of record by such stockholder and such
beneficial owner, as to the stockholder giving the notice, (ii) a description of
all arrangements or understandings between such stockholder and any other person
or persons regarding the proposed action by consent, and (iii) a representation
whether the stockholder or the beneficial owner, if any, intends or is part of a
group which intends to (A) deliver a proxy statement and/or consent solicitation
statement to stockholders of at least the percentage of the Corporation's
outstanding capital stock required to effect the action by consent either to
solicit consents or to solicit proxies to execute consents, and/or (B) otherwise
solicit proxies or consents from stockholders in support of the action to be
taken by consent, and (C) any other information relating to such stockholder
that would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies or consents
relating to the proposed action by consent pursuant to Section 14 of the
Exchange Act and the rules and regulations promulgated thereunder (or any
successor provision of the Exchange Act or the rules or regulations promulgated
thereunder). The Corporation may require the stockholder of record and/or
beneficial owner requesting a record date for proposed stockholder action by
consent to furnish such other information as it may reasonably require to
determine the validity of the request for a record date.

(c)   Date of Consent. Every written consent purporting to take or authorize the
taking of corporate action (each such written consent is referred to in this
paragraph and in paragraph (d) as a "Consent") must bear the date of signature
of each stockholder who signs the Consent, and no Consent shall be effective to
take the corporate action referred to therein unless, within 60 days of the
earliest dated Consent delivered in the manner required by this section,
Consents signed by a sufficient number of stockholders to take such action are
so delivered to the Corporation.

(d)   Delivery of Consent. Consent must be delivered to the Corporation by
delivery to its registered office in the State of Delaware or its principal
place of business. Delivery must be made by hand or by certified or registered
mail, return receipt requested.

      In the event of the delivery to the Corporation of Consents, the secretary
of the Corporation, or such other officer of the Corporation as the board of
directors may designate, shall provide for the safe-keeping of such Consents and

                                       7
any related revocations and shall promptly conduct such ministerial review of
the sufficiency of all Consents and any related revocations and of the validity
of the action to be taken by stockholder consent as the secretary of the
Corporation, or such other officer of the Corporation as the board may
designate, as the case may be, deems necessary or appropriate, including,
without limitation, whether the stockholders of a number of shares having the
requisite voting power to authorize or take the action specified in Consents
have given consent; provided, however, that if the corporate action to which the
Consents relate is the removal or replacement of one or more members of the
board, the secretary of the Corporation, or such other officer of the
Corporation as the board may designate, as the case may be, shall promptly
designate two persons, who shall not be members of the board, to serve as
inspectors ("Inspectors") with respect to such Consent and such Inspectors shall
discharge the functions of the secretary of the Corporation, or such other
officer of the Corporation as the board may designate, as the case may be, under
this section. If after such investigation the secretary of the Corporation, such
other officer of the Corporation as the board may designate, or the Inspectors,
as the case may be, shall determine that the action purported to have been taken
is duly authorized by the Consents, that fact shall forthwith be certified on
the records of the Corporation kept for the purpose of recording the proceedings
of meetings of stockholders, and the Consents shall be filed in such records.

      In conducting the investigation required by this section, the secretary of
the Corporation, such other officer of the Corporation as the board may
designate, or the Inspectors, as the case may be, may, at the expense of the
Corporation, retain special legal counsel and any other necessary or appropriate
professional advisors, and such other personnel as such person or persons may
deem necessary or appropriate and shall be fully protected in relying in good
faith upon the opinion of such counsel or advisors.

(e)   Effectiveness of Consent. No action by written consent without a meeting
shall be effective until such date as the secretary of the Corporation, such
other officer of the Corporation as the board may designate, or the Inspectors,
as applicable, certify to the Corporation that the consents delivered to the
Corporation in accordance with paragraph (d) of this section, represent at least
the minimum number of votes that would be necessary to take the corporate
action.

(f)   Challenge to Validity of Consent. Nothing contained in this section 1.12
shall in any way be construed to suggest or imply that the board of directors of
the Corporation or any stockholder shall not be entitled to contest the validity
of any Consent or related revocations, whether before or after such
certification by the secretary of the Corporation, such other officer of the
Corporation as the board may designate, or the Inspectors, as the case may be,
or to take any other action (including, without limitation, the commencement,
prosecution, or defense of any litigation with respect thereto, and the seeking
of injunctive relief in such litigation).

                                       8
ARTICLE II
                               BOARD OF DIRECTORS

2.1.  Responsibility and Number.

The business and affairs of the Corporation shall be managed by, or under the
direction of, a board of directors. The number of directors, which may be
changed from time to time by resolution of the board, is 12. Without the consent
of the Corporation's stockholders, the board will not change the number of
directors to less than 3 nor more than 17. No board vacancy shall exist as long
as the number of directors in office is equal to the number of directors stated
in this bylaw or designated by the board in a resolution pursuant to this bylaw.

2.2.  Election; Resignation; Vacancies.

(a)   Term. At each annual meeting of stockholders, each nominee elected by the
stockholders to serve as a director shall hold office for a term commencing on
the date of the annual meeting, or such later date as shall be determined by the
board of directors, and ending on the next annual meeting of stockholders, or
until his successor is elected and qualified or until such director's earlier
resignation or removal.

(b)   Majority Voting. Except as provided in paragraph (c) below, each nominee
shall be elected a director by the vote of the majority of the votes cast with
respect to that director's election at any meeting for the election of directors
at which a quorum is present.  For purposes of this bylaw, a majority of votes
cast means that the number of votes "for" a director must exceed 50% of the
votes cast with respect to that director. Votes "against" will count as a vote
cast with respect to that director, but "abstentions" will not count as a vote
cast with respect to that director.

(c)   Contested Elections. If the number of nominees for any election of
directors nominated (i) by the board of directors, or (ii) any stockholder, or
(iii) a combination of nominees by the board of directors and any stockholder,
exceeds the number of directors to be elected, the nominees receiving a
plurality of the votes cast by holders of shares entitled to vote in the
election at a meeting at which a quorum is present shall be elected.

(d)   Resignation and Replacement of Unsuccessful Incumbents.

      (i)   In order for any incumbent director to become a nominee of the board
            for further service on the board, such person must submit an
            irrevocable resignation, contingent (i) on that person not receiving
            more than 50% of the votes cast, and (ii) acceptance of that
            resignation by the board in accordance with policies and procedures
            adopted by the board for such purposes.

                                       9
(ii)  A resignation that becomes effective if and when the director fails
            to receive a specified vote for re-election as a director shall
            provide that it is irrevocable.

      (iii) The board of directors, acting on the recommendation of the
            directors and corporate governance committee, shall within 90 days
            of receiving the certified vote pertaining to such election,
            determine whether to accept the resignation of the unsuccessful
            incumbent. Absent a determination by the board of directors that a
            compelling reason exists for concluding that it is in the best
            interests of the Corporation for an unsuccessful incumbent to remain
            as a director, no such person shall be elected by the board to serve
            as a director, and the board shall accept that person's resignation.

      (iv)  If the board determines to accept the resignation of an unsuccessful
            incumbent, the directors and corporate governance committee shall
            promptly recommend a candidate to the board of directors to fill the
            office formerly held by the unsuccessful incumbent.

      (v)   The board of directors shall promptly consider and act upon the
            directors and corporate governance committee's recommendation. The
            committee, in making this recommendation and the board, in acting on
            such recommendation, may consider any factors or other information
            that they determine appropriate and relevant.

      (vi)  The directors and corporate governance committee and the board of
            directors shall take the actions required under this paragraph
            (d) without the participation of any unsuccessful incumbent
            except that:

            a. If every member of the directors and corporate governance
               committee is an unsuccessful incumbent, the Independent Directors
               (as defined in section 2.11) who are not unsuccessful incumbents
               shall name a committee comprised of some or all of the
               Independent Directors to make recommendations under this
               subsection to the board; and

            b. If the number of independent directors who are not unsuccessful
               incumbents is three or fewer, all directors may participate in
               the decisions under this paragraph (d).

(e)   Acceptance of a Director's Resignation. If the board of directors
accepts the resignation of a director who is an unsuccessful incumbent pursuant
to this bylaw, or if a nominee for director who is not an incumbent director
does not receive more than 50% of the votes cast, then the board of directors
may fill the resulting vacancy pursuant to the provisions of paragraph (g) of
this section, or may decrease the size of the board of directors pursuant to the
provisions of section 2.1.

                                       10
(f)   Resignation. Any director may resign at any time upon notice given in
writing or by electronic transmission to the chairman of the board or to the
secretary. A resignation is effective when the resignation is delivered unless
the resignation specifies (a) a later effective date or (b) an effective date
determined upon the happening of an event or events (including but not limited
to a failure to receive more than 50% of the votes cast in an election and the
board's acceptance of the resignation).

(g)   Filling a Vacancy. Any vacancy occurring in the board for any cause may be
filled by a majority of the remaining members of the board, although such
majority is less than a quorum. Each director so elected shall hold office until
the expiration of the term of the other directors or until his successor is
elected and qualified, or until the earlier of his resignation or removal.

 2.3. Regular Meetings.

Unless otherwise determined by resolution of the board of directors, a meeting
of the board for the election of officers and the transaction of such other
business as may come before it shall be held as soon as practicable following
the annual meeting of stockholders, and other regular meetings of the board
shall be held either on the first Tuesday of each month designated by the
chairman of the board, or if that is a legal holiday, then on the next Tuesday
that is not a legal holiday, or such other days as may from time to time be
designated by the chairman of the board.

2.4.  Special Meetings.

Special meetings of the board of directors may be called by the chairman of the
board, or the chairman of the board may by written designation appoint a vice
chairman of the Corporation, an executive vice president, or a vice president to
call such meeting. Special meetings may also be called by the chairman of the
directors and corporate governance committee or by written request of one-third
of the directors then in office. Notice of a special meeting of the board of
directors shall be sent by the secretary of the Corporation either by first
class United States mail at least four days before such meeting, or by overnight
mail, courier service, electronic transmission, or hand delivery at least 24
hours before the special meeting.

2.5.  Quorum; Vote Required for Action.

At all meetings of the board of directors, one-third of the whole board shall
constitute a quorum for the transaction of business. Except in cases in which
applicable law, the certificate of incorporation, or these bylaws otherwise
provide, the vote of a majority of the directors present at a meeting at which a
quorum is present shall be the act of the board.

                                       11
2.6. Conduct of Meeting.

The board of directors shall annually elect one of its members to be chairman of
the board and shall fill any vacancy in the position of chairman of the board at
such time and in such manner as the board shall determine. The chairman of the
board may but need not be an officer of or employed in an executive or any other
capacity by the Corporation.

The chairman of the board shall preside at meetings of the board and lead the
board in fulfilling its responsibilities as defined in section 2.1.

In the absence of the chairman of the board, the chairman of the directors and
corporate governance committee or, in his absence, a member of the board
selected by the members present, shall preside at meetings of the board. The
secretary of the Corporation shall act as secretary of the meetings of the
board, but in his absence the presiding officer may appoint a secretary for the
meeting.

2.7.  Transactions with Corporation.

No contract or transaction between the Corporation and one or more of its
directors, 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 or committee
thereof which authorizes the contract or transaction, or solely because his or
their votes are counted for such purpose: (1) if the material facts as to his
relationship or interest and as to the contract or transaction are disclosed or
are known to the board or the committee, and the board or committee in good
faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors
are less than a quorum; or (2) if 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 stockholders; or (3) if the
contract or transaction is fair as to the Corporation as of the time it is
authorized, approved or ratified, by the board, 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 or of a committee which authorizes the contract
or transaction.

2.8.  Ratification.

Any transaction questioned in any stockholders' derivative suit on the grounds
of lack of authority, defective or irregular execution, adverse interest of
director, officer or stockholder, non-disclosure, miscomputation, or the
application of improper principles or practices of accounting may be ratified
before or after judgment, by the board of directors or by the stockholders in
case less than a quorum of directors are qualified; and, if so ratified, shall

                                       12
have the same force and effect as if the questioned transaction had been
originally duly authorized, and said ratification shall be binding upon the
Corporation and its stockholders and shall constitute a bar to any claim or
execution of any judgment in respect of such questioned transaction.

2.9.  Written Action by Directors.

Unless otherwise restricted by the certificate of incorporation or these bylaws,
any action required or permitted to be taken at any meeting of the board of
directors, or of any committee thereof, may be taken without a meeting if all
members of the board or such committee, as the case may be, consent thereto in
writing or by electronic transmission, and written evidence of such consent is
filed with the minutes of proceedings of the board or committee.

2.10. Telephonic Meetings Permitted.

Members of the board of directors, or any committee of the board, may
participate in a meeting of such board or committee by means of conference
telephone or other communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting
pursuant to this bylaw shall constitute presence in person at such meeting.

2.11. Independent Directors.

(a)   A majority of the individuals nominated by the board of directors as
candidates for election to the board by the stockholders at the next annual
meeting of stockholders shall qualify to be Independent Directors (as defined in
this section).

(b) If the board elects directors between annual meetings of stockholders, the
majority of all directors holding office immediately after such election shall
be Independent Directors.

(c)   For purposes of this bylaw, the term "Independent Director" shall mean a
director who qualifies as independent under any definition or standard of
"independence" adopted by the SEC or the New York Stock Exchange.

2.12. Access to Books and Records.

The records, books, and accounts of the Corporation maintained by or under the
supervision of the chief financial officer, the secretary, or any other officer
shall be open, during the usual hours for business of the Corporation, to the
examination of any director for any purpose reasonably related to his role as a
director.

                                       13
ARTICLE III
                                   COMMITTEES

3.1.  Committees of the Board of Directors.

The board of directors may, by resolution passed by a majority of the whole
board, designate one or more committees, consisting of one or more of the
directors of the Corporation, to be committees of the board. To the extent
provided in any resolution of the board, these bylaws, or any charter adopted by
such committee and approved by the board, and to the extent permissible under
Delaware law and the certificate of incorporation, any such committee shall have
and may exercise all the powers and authority of the board in the management of
the business and affairs of the Corporation.

The standing committees of the board shall include the audit committee, the
directors and corporate governance committee, the executive compensation
committee, the investment funds committee, and the public policy committee. The
board (but not a committee thereof) may designate additional committees of the
board and may prescribe for each committee such powers and authority as may
properly be granted to such committees in the management of the business and
affairs of the Corporation. The board of directors may establish by resolution,
adopted by a majority of the whole board, an administrative committee with the
authority and responsibility to act on behalf of the board with regard to
matters submitted to the board that, pursuant to any statement of delegation of
authority adopted by the board from time to time, do not constitute issues
within the sole jurisdiction of the board or any committee thereof and are not
otherwise significant.

3.2.  Election; Vacancies; Independence.

The members and the chairman of each committee described in sections 3.4 through
3.8 shall be elected annually by the board at its first meeting after each
annual meeting of stockholders or at any other time the board shall determine.
The members of other committees of the board may be designated at such time as
the board may determine. Vacancies in any committee may be filled at such time
and in such manner as the board shall determine. Only Independent Directors as
defined in section 2.11 of these bylaws shall be members of any committee
described in section 3.4 through 3.8.

3.3.  Procedure; Quorum.

Except to the extent otherwise provided in these bylaws or any resolution of the
board of directors, each committee of the board may fix its own rules of
procedure.

At all meetings of any committee of the board, one-third of the members thereof
shall constitute a quorum for the transaction of business. The vote of a
majority of the members present at a meeting of a committee of the board at
which a quorum is present shall be the act of the committee unless the
certificate of incorporation, these bylaws, or a resolution of the board
requires the vote of a greater number.

                                       14

3.4.  Investment Funds Committee.

The investment funds committee shall be responsible for assisting the board of
directors with its general oversight responsibility for the investment funds of
the Corporation and its subsidiaries. The committee shall serve, where it is
designated by the governing documents, as a named fiduciary of the defined
benefit employee benefit plans of the Corporation and any subsidiary of the
Corporation that are covered by the Employee Retirement Income Security Act of
1974 (ERISA) where and to the extent that it is designated by the plan's
governing documents. In addition, the committee shall report annually to the
board regarding the performance of the named fiduciaries and administrators of
such plans of their responsibilities under ERISA, and the investment activity of
the defined benefit plans among such plans. The board and management of the
Corporation and its subsidiaries shall retain all authority to determine the
amount and timing of any future funding of such plans.

3.5.  Audit Committee.

The audit committee shall have and may exercise the powers, authority, and
responsibilities that are normally appropriate for the functions of an audit
committee. The committee shall also annually select the independent accountants
for the following calendar year, and that selection shall be submitted to the
board of directors for their concurrence and to the stockholders for their
ratification or rejection at the annual meeting of stockholders.

3.6.  Executive Compensation Committee.

The executive compensation committee shall be responsible for matters related to
executive compensation and all other equity-based incentive compensation plans
of the Corporation. The committee shall determine the compensation of: (a)
employees of the Corporation who are directors of the Corporation; and (b) upon
the recommendation of the chief executive officer, all senior officers of the
Corporation and any other employee of the Corporation who occupies such other
position as may be designated by the committee from time to time. The committee
shall review the compensation of any director, officer or other employee of any
direct or indirect subsidiary of the Corporation as may be designated by the
committee from time to time to determine if it has any objection to such
compensation. The committee shall have and may exercise the powers and authority
granted to it by any incentive compensation plan for employees of the
Corporation.

Where any employee benefit or incentive compensation plan affects employees of
the Corporation or its subsidiaries and the compensation of such employees is
determined or subject to review by the committee, such plan shall be submitted
to the committee for its review before adoption by the Corporation or its
subsidiary. Any such plan or amendment or modification shall be made effective
with respect to employees of the Corporation only if and to the extent approved
by the committee.

                                       15

3.7.  Public Policy Committee.

The public policy committee shall, upon its own initiative or otherwise, inquire
into all phases of the Corporation's business activities that relate to matters
of public policy. The committee may make recommendations to the board of
directors to assist it in formulating and adopting basic policies calculated to
promote the best interests of the Corporation and the community.

3.8.  Directors and Corporate Governance Committee.

The directors and corporate governance committee shall be responsible for
matters related to service on the board of directors of the corporation, and
associated issues of corporate governance. The committee from time to time shall
conduct studies of the size and composition of the board. Prior to each annual
meeting of stockholders, the committee shall recommend to the board the
individuals to constitute the nominees of the board, so that the board may
solicit proxies for their election. The committee shall review the
qualifications of individuals for consideration as director candidates and shall
recommend to the board, for its consideration, the names of individuals for
election by the board. In addition, the committee shall from time to time
conduct studies and make recommendations to the board regarding compensation of
directors.

                                   ARTICLE IV
                                    OFFICERS

4.1.  Election of Officers.

The board of directors shall elect such officers of the Corporation with the
titles and duties that it designates, provided that the Corporation shall have
at least two officers at any time. There may be a chief executive officer, a
president, one or more vice chairmen of the Corporation, one or more executive
vice presidents, one or more vice presidents, a chief financial officer, a
secretary, a treasurer, a controller, a general counsel, a general auditor, and
a chief tax officer. The officers, other than the chief executive officer and
the president, shall each have the powers, authority, and responsibilities of
those officers provided by the bylaws or as the board or the chief executive
officer may determine. One person may hold any number of offices. Elected
officers shall hold their offices at the pleasure of the board or until their
earlier resignation.

4.2.  Chief Executive Officer.

The chief executive officer shall have the general executive responsibility for
the conduct of the business and affairs of the Corporation. He shall exercise
such other powers, authority, and responsibilities as the board of directors may
determine.

                                       16
In the absence of or during the physical disability of the chief executive
officer, the board may designate an officer who shall have and exercise the
powers, authority, and responsibilities of the chief executive officer.

4.3.  President.

The president shall have and exercise such powers, authority and
responsibilities as the board of directors may determine.

4.4. Vice Chairman of the Corporation.

The vice chairman shall have and exercise such powers, authority, and
responsibilities as the board of directors may determine. The vice chairman may
be, but is not required to be, a member of the board of directors.

4.5.  Chief Financial Officer.

The chief financial officer shall be the principal financial officer of the
Corporation. He shall render such accounts and reports as may be required by the
board of directors or any committee of the board. The financial records, books
and accounts of the Corporation shall be maintained subject to his direct or
indirect supervision.

4.6.  Treasurer.

The treasurer shall have direct or indirect custody of all funds and securities
of the Corporation and shall perform all acts incident to the position of
treasurer.

4.7.  Secretary.

The secretary shall keep the minutes of all meetings of stockholders and
directors and shall give all required notices and have charge of such books and
papers as the board of directors may require. He shall submit such reports to
the board or to any committee as the board or such committee may request. Any
action or duty required to be performed by the secretary may be performed by an
assistant secretary.

4.8.  Controller.

The controller shall be in charge of the accounts of the Corporation and shall
perform all acts incident to the position of controller.

4.9.  General Counsel.

The general counsel shall be the chief legal officer of the Corporation and
shall have general control of all matters of legal import concerning the
Corporation.

                                       17
4.10. General Auditor.

The general auditor shall have such powers, authority and responsibilities as
are incident to the position of general auditor in the performance of an
independent audit activity of the Corporation and shall have direct access to
the audit committee.

4.11. Chief Tax Officer.

The chief tax officer shall have responsibility for all tax matters involving
the Corporation, with authority to sign and to delegate to others authority to
sign all returns, reports, agreements and documents involving the administration
of the Corporation's tax affairs.

4.12. Subordinate Officers.

The board of directors may from time to time appoint one or more assistant
officers to the officers of the Corporation, and such other subordinate officers
as the board of directors may deem advisable. Such subordinate officers shall
have such powers, authority and responsibilities as the board or the chief
executive officer may from time to time determine. The board may grant to any
committee of the board or the chief executive officer the power and authority to
appoint subordinate officers and to prescribe their respective terms of office,
powers, authority, and responsibilities. Each subordinate officer shall hold his
position at the pleasure of the board, the committee of the board appointing
him, the chief executive officer, and any other officer to whom such subordinate
officer reports.

4.13. Resignation; Removal; Suspension; Vacancies.

Any officer may resign at any time by giving written notice to the chief
executive officer or the secretary. Unless stated in the notice of resignation,
the acceptance thereof shall not be necessary to make it effective. It shall
take effect at the time specified therein or, in the absence of such
specification, it shall take effect upon the receipt thereof.

Any officer elected by the board of directors may be suspended or removed at any
time by the affirmative vote of a majority of the board. Any subordinate officer
of the Corporation appointed by the board, a committee of the board, or the
chief executive officer may be suspended or removed at any time by a majority
vote of a quorum of the board, the committee that appointed such subordinate
officer, the chief executive officer, or any other officer to whom such
subordinate officer reports.

Subject to any contractual limitations, the chief executive officer may suspend
the powers, authority, responsibilities and compensation of any employee,
including any elected officer or appointed subordinate officer, for a period of
time sufficient to permit the board or the appropriate committee of the board a
reasonable opportunity to consider and act upon a resolution relating to the
reinstatement, further suspension, or removal of such person.

                                       18
As appropriate, the board, a committee of the board, and/or the chief executive
officer may fill any vacancy created by the resignation, death, retirement, or
removal of an officer in the same manner as provided for the election or
appointment of such person.

                                    ARTICLE V
                                 INDEMNIFICATION

5.1.  Right to Indemnification of Directors and Officers.

Subject to the other provisions of this article, the Corporation shall indemnify
and advance expenses to every director and officer (and to such person's heirs,
executors, administrators or other legal representatives) in the manner and to
the full extent permitted by applicable law as it presently exists, or may
hereafter be amended, against any and all amounts (including judgments, fines,
payments in settlement, attorneys' fees and other expenses) reasonably incurred
by or on behalf of such person in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative ("a proceeding"), in which such director or officer was or is made
or is threatened to be made a party or is otherwise involved by reason of the
fact that such person is or was a director or officer of the Corporation, or is
or was serving at the request of the Corporation as a director, officer,
employee, fiduciary or member of any other corporation, partnership, joint
venture, trust, organization or other enterprise. The Corporation shall not be
required to indemnify a person in connection with a proceeding initiated by such
person if the proceeding was not authorized by the board of directors of the
Corporation.

5.2.  Advancement of Expenses of Directors and Officers.

The Corporation shall pay the expenses of directors and officers incurred in
defending any proceeding in advance of its final disposition ("advancement of
expenses"); provided, however, that the payment of expenses incurred by a
director or officer in advance of the final disposition of the proceeding shall
be made only upon receipt of an undertaking by the director or officer to repay
all amounts advanced if it should be ultimately determined that the director or
officer is not entitled to be indemnified under this article or otherwise.

5.3.  Claims by Officers or Directors.

If a claim for indemnification or advancement of expenses by a director or
officer under this article is not paid in full within 90 days after a written
claim therefor has been received by the Corporation, the claimant may file suit
to recover the unpaid amount of such claim and, if successful in whole or in
part, shall be entitled to be paid the expense of prosecuting such claim. In any
such action the Corporation shall have the burden of proving that the claimant
was not entitled to the requested indemnification or advancement of expenses
under applicable law.

                                       19
5.4.  Indemnification of Employees.

Subject to the other provisions of this article, the Corporation may indemnify
and advance expenses to every employee who is not a director or officer (and to
such person's heirs, executors, administrators, or other legal representatives)
in the manner and to the full extent permitted by applicable law as it presently
exists, or may hereafter be amended against any and all amounts (including
judgments, fines, payments in settlement, attorneys' fees, and other expenses)
reasonably incurred by or on behalf of such person in connection with any
proceeding, in which such employee was or is made or is threatened to be made a
party or is otherwise involved by reason of the fact that such person is or was
an employee of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee, fiduciary, or member of any other
corporation, partnership, joint venture, trust, organization, or other
enterprise. The ultimate determination of entitlement to indemnification of
employees who are not officers and directors shall be made in such manner as is
provided by applicable law. The Corporation shall not be required to indemnify a
person in connection with a proceeding initiated by such person if the
proceeding was not authorized by the board of the Corporation.

5.5.  Advancement of Expenses of Employees.

The advancement of expenses of an employee who is not a director or officer
shall be made by or in the manner provided by resolution of the board of
directors or by a committee of the board.

5.6.  Non-Exclusivity of Rights.

The rights conferred on any person by this article shall not be exclusive of any
other rights which such person may have or hereafter acquire under any statute,
any provision of the certificate of incorporation or of these bylaws or of any
agreement, any vote of stockholders or disinterested directors, or otherwise.

5.7.  Other Indemnification.

The Corporation's obligation, if any, to indemnify any person who was or is
serving at its request as a director, officer or employee of another
corporation, partnership, joint venture, trust, organization, or other
enterprise shall be reduced by any amount such person may collect as
indemnification from such other corporation, partnership, joint venture, trust,
organization, or other enterprise.

5.8.  Insurance.

The board of directors may, to the full extent permitted by applicable law as it
presently exists, or may hereafter be amended from time to time, authorize an
appropriate officer or officers to purchase and maintain at the Corporation's
expense insurance: (a) to reimburse the Corporation for any obligation which it
incurs under the provisions of this article as a result of the indemnification

                                       20
of past, present or future directors, officers, employees, agents, and any
persons who have served in the past, are now serving, or in the future will
serve at the request of the Corporation as a director, officer, employee, or
agent of another Corporation, partnership, joint venture, trust or other
enterprise; and (b) to pay on behalf of or to indemnify such persons against
liability in instances in which they may not otherwise be indemnified by the
Corporation under the provisions of this article, whether or not the Corporation
would have the power to indemnify such persons against such liability under this
article.

5.9.  Amendment or Repeal.

Any repeal or modification of the foregoing provisions of this article shall not
adversely affect any right or protection hereunder of any person in respect of
any act or omission occurring prior to the time of such repeal or modification.

                                   ARTICLE VI
                                  MISCELLANEOUS

6.1.  Prohibition on Certain Stock Purchases.

(a)   Except as set forth in subsection (b) hereof, in addition to any
affirmative vote of stockholders required by any provision of law, the
certificate of incorporation or bylaws of the Corporation, or any policy adopted
by the board of directors, neither the Corporation nor any subsidiary shall
knowingly effect any direct or indirect purchase or other acquisition of any GM
Equity Security of any class or classes issued by the Corporation at a price
which is in excess of the highest Market Price of such GM Equity Security on the
largest principal national securities exchange in the United States on which
such security is listed for trading on the date that the understanding to effect
such transaction is entered into by the Corporation (whether or not such
transaction is concluded or a written agreement relating to such transaction is
executed on such date, such date to be conclusively established by determination
of the board), from any Interested Person (i.e., any person who is the direct or
indirect beneficial owner of more than three percent (3%) of the aggregate
voting power of the Voting Shares of the Corporation) who has beneficially owned
such GM Equity Securities for less than two years prior to such date, without
the affirmative vote of the holders of the Voting Shares which represent at
least a majority of the aggregate voting power of the Corporation, excluding
Voting Shares beneficially owned by such Interested Person, voting together as
a single class.  Such affirmative vote shall be required notwithstanding the
fact that no vote may be otherwise required, or that a lesser percentage may be
specified, by law or any agreement with any national securities exchange, or
otherwise.

(b)   The provisions of Section (a) hereof shall not be applicable with respect
to:

      (i)   any purchase, acquisition, redemption or exchange of GM Equity
            Securities, the purchase, acquisition, redemption or exchange of
            which, at the time any such transaction is entered into, is provided
            for in the certificate of incorporation (including any resolution
            or resolutions of the board providing for the issuance of Preferred
            Stock or Preference Stock by the Corporation);

      (ii)  any purchase or other acquisition of GM Equity Securities made as
            part of a tender or exchange offer by the Corporation to purchase
            securities of the same class made on the same terms to all holders
            of such securities and complying with the applicable requirements
            of the Securities Exchange Act of 1934, as amended, and the rules
            and regulations thereunder (or any successor provisions to such Act,
            rules or regulations);

      (iii) any purchase or acquisition of GM Equity Securities made pursuant
            to an open market purchase program which has been approved by the
            board of directors; or

      (iv)  any purchase or acquisition of GM Equity Securities made from, or
            any purchase or acquisition of GM Equity Securities made pursuant
            to or on behalf of, an employee benefit plan maintained by the
            Corporation, or any subsidiary or any trustee of, or fiduciary with
            respect to any such plan when acting in such capacity.

(c)   The board shall have the exclusive right and power to interpret the
provisions of this bylaw, including, without limitation, the adoption of written
definitions of terms used in this bylaw (any such definitions shall be filed
with the secretary of the Corporation, and such definitions as may prevail shall
be made available to any stockholder upon written request); any such
interpretation made in good faith shall be binding and conclusive upon all
holders of GM Equity Securities.

6.2.  Seal.

The corporate seal shall have inscribed upon it the name of the Corporation, the
year of its organization and the words "Corporate Seal," and "Delaware." The
seal and any duplicate of the seal shall be in the charge of the secretary or an
assistant secretary.

6.3.  Fiscal Year.

The fiscal year of the Corporation shall begin on January 1 and terminate on
December 31 of each year.

6.4.  Notice.

Unless otherwise stated, any notice required to be given by these bylaws must be
given in writing delivered in person, by first class United States mail,
overnight mail or courier service, or by facsimile or other electronic
transmission followed by a paper copy of such notice delivered by overnight mail
or courier service.

                                       22
6.5.  Waiver of Notice.

Whenever any notice is required to be given, a waiver thereof in writing, signed
by the person or persons entitled to the notice, whether before or after the
time stated therein, shall be deemed equivalent thereto. Attendance of a person
at a meeting shall constitute a waiver of notice of such meeting, except if the
person attends a meeting for the express purpose of objecting at the beginning
of the meeting to the transaction of any business because the meeting is not
lawfully called or convened. Such written notice of waiver need not specify the
business to be transacted at or the purpose of any regular or special meeting of
the stockholders, board of directors, or committee of the board.

6.6.  Voting of Stock Owned by the Corporation.

The board of directors, the investment funds committee or the chairman of the
board may authorize any person and delegate to one or more officers or
subordinate officers the authority to authorize any person to vote or to grant
proxies to vote in behalf of the Corporation at any meeting of stockholders or
in any solicitation of consent of any corporation in which the Corporation may
hold stock or other voting securities.

6.7.  Form of Records.

Any records maintained by the Corporation in the regular course of its business,
including its stock ledger, books of account, and minute books, may be kept on,
or by means of, or be in the form of, any information storage device or method,
provided that the records so kept can be converted into clearly legible paper
form within a reasonable time. Upon the request of any person entitled to
inspect records, the Corporation shall so convert such records.

6.8.  Offices.

The Corporation shall maintain a registered office inside the State of Delaware
and may also have other offices outside or inside the State of Delaware. The
books of the Corporation may be kept outside or inside the State of Delaware.

6.9.  Amendment of Bylaws.

The board of directors shall have power to adopt, amend, or repeal the bylaws at
any regular or special meeting of the board. The stockholders shall also have
power to adopt, amend, or repeal the bylaws at any annual or special meeting,
subject to compliance with the notice provisions provided in section 1.11.

                                       23
6.10. Gender Pronouns.

Whenever the masculine pronoun is used in these bylaws, it shall be deemed to
refer to either the masculine or the feminine gender.

                                       24
DEFINITION OF CERTAIN TERMS
                                USED IN BYLAW 6.1
                                       OF
                           GENERAL MOTORS CORPORATION

For the purposes of section 6.1 (formerly section 6.12) of the bylaws of General
Motors Corporation, the board of directors adopted the following definitions
effective March 5, 1990:

      (i)   "Affiliate" and "Associate" shall have the respective meanings
      ascribed to such terms in Rule 12b-2 of the General Rules and
      Regulations under the Exchange Act, as in effect on January 1, 1990.

      (ii)  "Beneficial Owner" and "Beneficial Ownership" shall have the
      meanings ascribed to such terms in Rule 13d-3 and Rule 13d-5 of the
      General Rules and Regulations under the Exchange Act, as in effect on
      January 1, 1990.

      (iii) "GM Equity Security" shall mean any security described in Section
      3(a) (11) of the Exchange Act, as in effect on January 1, 1990, which is
      issued by GM and traded on a national securities exchange or the NASDAQ
      National Market System.

      (iv)  "Interested Person" shall mean any person (other than the
      Corporation or any Subsidiary) that is the direct or indirect Beneficial
      Owner of more than three percent (3%) of the aggregate voting power of
      the Voting Shares, and any affiliate or associate of any such person.
      For the purpose of determining whether a Person is an Interested Person,
      the outstanding Voting Shares shall include unissued shares of voting
      stock of the Corporation of which the Interested Person is the
      Beneficial Owner, but shall not include any other shares of voting stock
      of the Corporation which may be issuable pursuant to any agreement,
      arrangement or understanding, or upon exercise of conversion rights,
      warrants or options, or otherwise, to any Person who is not the
      Interested Person.

      (v)   "Market Price" of shares of a class of GM Equity Security on any day
      shall mean the highest sale price (regular way) of shares of such class
      of GM Equity Security on such day, or, if that day is not a trading day,
      on the trading day immediately preceding such day, on the largest
      principal national securities exchange on which such class of stock is
      then listed or admitted to trading, or if not listed or admitted to
      trading on any national securities exchange, then the highest reported
      sale price for such shares in the over-the-counter market as reported on
      the NASDAQ National Market System, or if such sale prices shall not be
      reported thereon, the highest bid price so reported, or, if such price
      shall not be reported thereon, as the same shall be reported by the
      National Quotation Bureau Incorporated; in the case of any GM Equity
      Security which is the Preferred Stock or Preference Stock of the
      Corporation (of any series), the Market Price thereof shall be the
      Market Price, as hereinabove defined, of the Voting Shares which the
      holder of such Preferred Stock or Preference Stock may then acquire by
      reason of the redemption, exchange, conversion or exercise of other
      rights as may be provided for in the terms of such securities.

                                        i
(vi)  "Person" shall mean any individual, partnership, firm, corporation,
      association, trust, unincorporated organization or other entity, as well
      as any syndicate or group deemed to be a person pursuant to Section
      13(d)(3) of the Exchange Act, as in effect on January 1, 1990.

      (vii) "Subsidiary" shall mean any company of which the Corporation owns,
      directly or indirectly, (A) a majority of the outstanding shares of
      equity securities, or (B) shares having a majority of the voting power
      represented by all of the outstanding voting stock of such company. For
      the purpose of determining whether a company is a Subsidiary, the
      outstanding voting stock and shares of equity securities thereof shall
      include unissued shares of which the Corporation is the Beneficial Owner
      but, except for the purpose of determining whether a company is a
      Subsidiary for purposes of the definition of Interested Person as used
      in Bylaw Section 6.12 [now section 6.1], shall not include any other
      shares which may be issuable pursuant to any agreement, arrangement or
      understanding, or upon the exercise of conversion rights, warrants or
      options, or otherwise, to any Person who is not the Corporation.

      (viii) "Voting Shares" shall mean the outstanding shares of capital
      stock of the Corporation entitled to vote generally in the election of
      directors.