CERTIFICATE OF AMENDMENT
CERTIFICATE OF INCORPORATION
MGM GRAND, INC.
MGM Grand, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of
the State of Delaware (the "Corporation"), DOES
That pursuant to a Unanimous Written Consent of the Board of Directors of the Corporation, resolutions were
duly adopted setting forth a proposed amendment of the corporation's Certificate of Incorporation as amended
(the "Certificate of Incorporation"), declaring said amendment to be advisable and providing that the amendment
be presented to the stockholders for consideration at the next annual meeting of stockholders. The resolution
setting forth the proposed amendment is as follows:
RESOLVED, that it is advisable to amend the Certificate of Incorporation and that the Corporation's Certificate
of Incorporation be amended to add a new Article 12 and a new Article 13 as follows:
"12. (A). Except as is otherwise expressly provided in instruments containing the terms of the Corporation's
securities, which instruments have been approved by the New Jersey Casino Control Commission (hereinafter
"Commission"), if and when the Corporation shall become, and so long as the Corporation shall remain, a
publicly traded holding company as defined in the New Jersey Casino Control Act, N.J.S.A. 5:12- 1 et seq.
(hereinafter "Act"), in accordance with section 82d(7) and
(9) of the Act, all securities of the Corporation shall be held subject to the condition that if a holder thereof is
disqualified by the Commission pursuant to the Act ("Disqualified Holder"), such Disqualified Holder shall dispose
of his interest in the Corporation's securities within 120 days or such other time period required by the
Commission following the Corporation's receipt of notice (the "Notice Date") of such Disqualified Holder.
Promptly following the Notice Date, the Corporation
shall personally deliver a copy of such written notice to the Disqualifi