AMENDMENT NO. 2 TO
                           AMENDED AND RESTATED BYLAWS
                               OF AIM EQUITY FUNDS

                        Adopted effective March 23, 2007

The Amended and Restated Bylaws of AIM Equity Funds (the "Trust"), adopted
effective September 14, 2005, (the "Bylaws"), are hereby amended as follows:

     1. Article III, Section 14 is hereby amended and restated to read in its
entirety as follows:

     "Section 14. Authorized Signatories. Unless a specific officer is otherwise
designated in these Bylaws or in a resolution adopted by the Board of Trustees,
the proper officers of the Trust for executing agreements, documents and
instruments other than Internal Revenue Service forms shall be the Principal
Executive Officer, the President, any Vice President, the Principal Financial
Officer, the Chief Legal Officer, the Chief Compliance Officer, the Senior
Officer, the Treasurer, the Secretary, the Anti-Money Laundering Compliance
Officer, any Assistant Vice President, any Assistant Treasurer or any Assistant
Secretary. Unless a specific officer is otherwise designated in these Bylaws or
in a resolution adopted by the Board of Trustees, the proper officers of the
Trust for executing any and all Internal Revenue Service forms shall be the
Principal Executive Officer, the President, any Vice President, the Principal
Financial Officer, the Treasurer, the Secretary, any Assistant Treasurer or any
Assistant Secretary."