<PAGE>
 
                                 Exhibit 3(b)
                        Amended and Restated Bylaws of
                       The Guarantee Life Companies Inc.



================================================================================


                             AMENDED AND RESTATED


                                   BYLAWS OF


                       THE GUARANTEE LIFE COMPANIES INC.



                 As Amended and Restated on December 26, 1995
                           Amended February 20, 1997



================================================================================
<PAGE>
 
                        AMENDED AND RESTATED BYLAWS OF
                       THE GUARANTEE LIFE COMPANIES INC.

                               TABLE OF CONTENTS

                                                                            Page
                                                                            ----

                                   ARTICLE I

                                 STOCKHOLDERS

Section 1.1.  Time and Place of Meetings....................................  1
Section 1.2.  Annual Meetings...............................................  1
Section 1.3.  Special Meetings..............................................  1
Section 1.4.  Notice of Meetings............................................  1
Section 1.5.  Quorum and Adjournment........................................  2
Section 1.6.  Voting........................................................  2
Section 1.7.  Stockholder Proposals and Nominations of Directors............  3
Section 1.8.  Inspectors of Elections.......................................  3
Section 1.9.  Opening and Closing of Polls..................................  4

                                  ARTICLE II

                                   DIRECTORS

Section 2.1.  General Powers................................................  5
Section 2.2.  Number and Term of Office.....................................  5
Section 2.3.  Vacancies.....................................................  5
Section 2.4.  Regular Meetings..............................................  6
Section 2.5.  Special Meetings..............................................  6
Section 2.6.  Quorum........................................................  6
Section 2.7.  Written Action................................................  6
Section 2.8.  Participation in Meetings by Conference Telephone.............  6
Section 2.9.  Committees....................................................  6
Section 2.10.  Compensation.................................................  7
Section 2.11.  Regulations; Manner of Acting................................  7
<PAGE>
 
                                  ARTICLE III

                                    NOTICES

Section 3.1.  Generally.....................................................  8
Section 3.2.  Waivers.......................................................  8

                                  ARTICLE IV

                                   OFFICERS

Section 4.1.  Generally.....................................................  8
Section 4.2.  Compensation..................................................  8
Section 4.3.  Election......................................................  8
Section 4.4.  Authority and Duties..........................................  9
Section 4.5.  Removal and Resignation; Vacancies............................  9
Section 4.6.  Chairman......................................................  9
Section 4.7.  President.....................................................  9
Section 4.8.  Execution of Documents and Action With Respect to
                  Securities of Other Corporations..........................  9
Section 4.9.  Vice President................................................  9
Section 4.10.  Secretary and Assistant Secretaries.......................... 10
Section 4.11.  Treasurer and Assistant Treasurers........................... 10

                                   ARTICLE V

                                INDEMNIFICATION

Section 5.1.  Right to Indemnification...................................... 11
Section 5.2.  Right of Indemnitee To Bring Suit............................. 11
Section 5.3.  Nonexclusivity of Rights...................................... 12
Section 5.4.  Insurance..................................................... 12
Section 5.5.  Indemnification of Agents of the Corporation.................. 12
Section 5.6.  Indemnification Contracts..................................... 12
Section 5.7.  Effect of Amendment........................................... 13

                                  ARTICLE VI

                                     STOCK

Section 6.1.  Certificates.................................................. 13
Section 6.2.  Transfer...................................................... 13
Section 6.3.  Lost, Stolen or Destroyed Certificates........................ 13
Section 6.4.  Record Date................................................... 14
<PAGE>
 
                                  ARTICLE VII

                              GENERAL PROVISIONS

Section 7.1.  Fiscal Year................................................... 14
Section 7.2.  Corporate Seal................................................ 14
Section 7.3.  Reliance Upon Books, Reports and Records...................... 14
Section 7.4.  Time Periods.................................................. 15
Section 7.5.  Dividends..................................................... 15

                                 ARTICLE VIII

AMENDMENT OF BYLAWS......................................................... 15
<PAGE>
 
                        AMENDED AND RESTATED BYLAWS OF
                       THE GUARANTEE LIFE COMPANIES INC.


                                    ARTICLE I

                                  STOCKHOLDERS

     Section 1.1. Time and Place of Meetings. All meetings of the stockholders
for the election of directors or for any other purpose shall be held at such
time and place, within or without the State of Nebraska, as may be designated by
the Board of Directors, or by the Chairman of the Board, the President or the
Secretary in the absence of a designation by the Board of Directors, and stated
in the notice of the meeting or in a duly executed waiver of notice thereof.
[Sections 211(a), (b).]/1/

     Section 1.2. Annual Meetings. An annual meeting of the stockholders
commencing with the year 1996 shall be held on the second Thursday in May if not
a legal holiday and, if a legal holiday, then on the next business day
following, at 10:00 a.m., or at such other date and time as shall be designated
from time to time by the Board of Directors, at which meeting the stockholders
shall elect by a plurality vote the directors to succeed those whose terms
expire at that meeting and shall transact such other business as may properly be
brought before the meeting.

     Section 1.3. Special Meetings. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
Restated Certificate of Incorporation, may only be called by (i) the chairman of
the board, (ii) the Board of Directors pursuant to a resolution adopted by a
majority of the total number of authorized directors, (iii) the president or
(iv) at the request of the holders of not less than 25% of the combined voting
power of the then outstanding stock of the Corporation entitled to vote
generally in the election of directors. [Section 211(d).]

     Section 1.4. Notice of Meetings. Written notice of every meeting of the
stockholders, stating the place, date and hour of the meeting and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be given not less than 10 nor more than 60 days before the date of the
meeting to each stockholder entitled to vote at such meeting, except as
otherwise provided herein or by law. When a meeting is adjourned to another
place, date or time, written notice need not be given of the adjourned meeting
if the place, date and time thereof are announced at the meeting at which the
adjournment is taken; provided, however, that if the adjournment is for more
than 30 days, or if after the adjournment a new record date is fixed for the
adjourned meeting, written notice of the place, date and time of the adjourned
meeting shall

--------
/1/ Citations are to the General Corporation Law of the State of Delaware as in
effect on December 26, 1995 and are inserted for reference only, and do not
constitute a part of the bylaws.
<PAGE>
 
be given in conformity herewith. At any adjourned meeting, any business may be
transacted which might have been transacted at the original meeting. [Section
222.]

     Section 1.5. Quorum and Adjournment. The holders of a majority of the stock
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided by law
or by the Restated Certificate of Incorporation. If, however, such quorum shall
not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented; provided, however, that 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, conforming to the requirements of
Section 1.4 of Article I hereof, shall be given to each stockholder of record
entitled to vote at such meeting. At any adjourned meeting at which a quorum is
present, any business may be transacted that might have been transacted on the
original date of the meeting. [Sections 216, 222(c).]

     Section 1.6. Voting. Except as otherwise provided by law or by the Restated
Certificate of Incorporation, each stockholder shall be entitled at every
meeting of the stockholders to one vote for each share of stock having voting
power standing in the name of such stockholder on the books of the Corporation
on the record date for the meeting and such votes may be cast in person or by
proxy, but no such proxy shall be voted or acted upon after three years from its
date.

     A stockholder may authorize another person or persons to act for him as
proxy in writing, including facsimile, or by transmitting or authorizing the
transmission of a telegram, cablegram, or other means of electronic transmission
to the person who will be the holder of the proxy or to a proxy solicitation
firm, proxy support service organization or like agent duly authorized by the
person who will be the holder of the proxy to receive such transmission, proved
that any such telegram, cablegram or other means of electronic transmission must
either set forth or be submitted with information from which it can be
determined that the telegram, cablegram or other electronic transmission was
authorized by the stockholder. If it is determined that such telegrams,
cablegrams or other electronic transmissions are valid, the inspectors shall
specify the information upon which they relied. Any copy, facsimile
telecommunication or other reliable reproduction of the writing or transmission
created pursuant to this paragraph may be substituted or used in lieu of the
original writing or transmission for any and all purposes for which the original
writing or transmission could be used, provided that such copy, facsimile
telecommunication or other reproduction shall be a complete reproduction of the
entire original writing or transmission.

     A stockholder may revoke any proxy which is not irrevocable by attending
the meeting and voting in person or by filing an instrument in writing revoking
the proxy or another duly executed proxy bearing a later date with the Secretary
of the Corporation. No vote of the stockholders need be taken by written ballot
unless otherwise required by law. When a quorum is present at any meeting, the
vote of the holders of a majority of the stock which has 

                                       2
<PAGE>
 
voting power present in person or represented by proxy shall decide any question
properly brought before such meeting, unless the question is one upon which, by
express provision of law, the Restated Certificate of Incorporation or these
Bylaws, a different vote is required, in which case such express provision shall
govern and control the decision of such question. [Sections 212, 216.] (Adopted
February 20, 1997.)

     Section 1.7. Stockholder Proposals and Nominations of Directors.
Nominations for election to the Board of Directors of the Corporation at a
meeting of the stockholders may be made by the Board of Directors, or on behalf
of the Board of Directors by a Nominating Committee appointed by the Board of
Directors, or by any stockholder of the Corporation entitled to vote for the
election of directors at such meeting. Any nominations, other than those made by
or on behalf of the Board of Directors and any proposal by any stockholder to
transact any corporate business at an annual or special stockholders' meeting,
shall be made by notice in writing and mailed by certified mail to the secretary
of the Corporation and (i) in the case of an annual meeting, received no later
than 35 days prior to the date of the annual meeting; provided, however, that,
if less than 35 days' notice of a meeting of stockholders is given to the
stockholders, such notice of proposed business or nomination by such stockholder
shall have been made or delivered to the secretary of the Corporation not later
than the close of business on the seventh day following the day on which the
notice of a meeting was mailed, and (ii) in the case of a special meeting of
stockholders, received not later than the close of business on the tenth day
following the day on which notice of the date of the meeting was mailed or
public disclosure of the date of the meeting was made, whichever occurs first. A
notice of nominations by stockholders shall set forth as to each proposed
nominee who is not an incumbent director (i) the name, age, business address
and, if known, residence address of each nominee proposed in such notice, (ii)
the principal occupation or employment of each such nominee, (iii) the number of
shares of stock of the Corporation which are beneficially owned by each such
nominee and the nominating stockholder and (iv) any other information concerning
the nominee that must be disclosed regarding nominees in proxy solicitations
pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended,
and the rules under such section.

     The chairman of the board, or in his absence the president or any vice
president, may, if the facts warrant, determine and declare to the meeting of
stockholders that a nomination was not made in accordance with the foregoing
procedure and that the defective nomination shall be disregarded.

     Section 1.8. Inspectors of Elections. Preceding any meeting of the
stockholders, the Board of Directors shall appoint one or more persons to act as
Inspectors of Elections and may designate one or more alternate inspectors. In
the event no inspector or alternate is able to act, the person presiding at the
meeting shall appoint one or more inspectors to act at the meeting. Each
inspector, before entering upon the discharge of the duties of an inspector,
shall take and sign an oath faithfully to execute the duties of inspector with
strict impartiality and according to the best of his or her ability. The
inspector shall:

           (a) ascertain the number of shares outstanding and the voting power
     of each;
<PAGE>
 
           (b) determine the shares represented at a meeting and the validity of
     proxies and ballots;

           (c) count all votes and ballots;

           (d) determine and retain for a reasonable period a record of the
     disposition of any challenges made to any determination by the inspectors;
     and

           (e) certify his or her determination of the number of shares
     represented at the meeting and his or her count of all votes and ballots.

     The inspector may appoint or retain other persons or entities to assist in
the performance of the duties of inspector.

     When determining the shares represented and the validity of proxies and
ballots, the inspector shall be limited to an examination of the proxies, any
envelopes submitted with those proxies, ballots and the regular books and
records of the Corporation. The inspector may consider reliable information for
the limited purpose of reconciling proxies and ballots submitted by or on behalf
of banks, brokers or their nominees or a similar person which represent more
votes than the holder of a proxy is authorized by the record owner to cast or
more votes than the stockholder holds of record. If the inspector considers
other reliable information as outlined in this section, the inspector, at the
time of his or her certification pursuant to (e) of this section, shall specify
the precise information considered, the person or persons from whom the
information was obtained, when this information was obtained, the means by which
the information was obtained and the basis for the inspector's belief that such
information is accurate and reliable. [Sections 231(a), (b), (d).]

     Section 1.9. Opening and Closing of Polls. The date and time for the
opening and the closing of the polls for each matter to be voted upon at a
meeting of stockholders shall be announced at the meeting. The inspector of the
election shall be prohibited from accepting any ballots, proxies or votes or any
revocations thereof or changes thereto after the closing of the polls, unless
the Court of Chancery upon application by a stockholder shall determine
otherwise. [Section 231(c).]
<PAGE>
 
                                  ARTICLE II

                                   DIRECTORS

    Section 2.1. General Powers. The business and affairs of the Corporation
shall be managed by or under the direction of its Board of Directors, which may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by law or by the Restated Certificate of Incorporation
directed or required to be exercised or done by the stockholders. [Section
141(a).]

     Section 2.2. Number and Term of Office. (a) The Board of Directors shall be
divided into three classes, designated Classes I, II and III, which shall be as
nearly equal in number as possible. Directors of Class I shall be elected to
hold office for a term expiring at the annual meeting of stockholders to be held
in 1996, directors of Class II shall be elected to hold office for a term
expiring at the annual meeting of stockholders to be held in 1997 and directors
of Class III shall be elected to hold office for a term expiring at the annual
meeting of stockholders to be held in 1998. At each annual meeting of
stockholders following such initial classification and election, the respective
successors of each class shall be elected for three-year terms. The holders of a
majority of the shares then entitled to vote if an election of directors were
held may remove any director or the entire Board of Directors, but only for
cause.

     (b) The number of directors shall be fixed from time to time by resolution
of the Board of Directors or as provided in the Restated Certificate of
Incorporation. In case of any increase in the number of directors in advance of
an annual meeting of stockholders, each additional director shall be elected by
the directors then in office, although less than a quorum, to hold office until
the next election of the class for which such director shall have been chosen
(as provided in the last sentence of this subsection (b)) or until his successor
shall have been duly chosen. No decrease in the number of directors shall
shorten the term of any incumbent director. Any newly created or eliminated
directorships resulting from an increase or decrease shall be apportioned by the
Board among the three classes of directors so as to maintain such classes as
nearly equal as possible. [Sections 141(b), (d), (l).]

     Section 2.3. Vacancies. Vacancies in the Board of Directors resulting from
death, resignation, retirement, disqualification, removal from office or other
cause, and newly created directorships resulting from any increase in the
authorized number of directors, may be filled only by the affirmative vote of a
majority of the remaining directors, though less than a quorum of the Board of
Directors and directors so chosen shall hold office for a term expiring at the
annual meeting of stockholders at which the term of office of the class of which
they have been elected expires and until such directors' successors shall have
been duly elected or qualified. [Section 223.]
<PAGE>
 
     Section 2.4. Regular Meetings. Regular meetings of the Board of Directors
may be held without notice immediately after the annual meeting of the
stockholders and at such other times and places as shall from time to time be
determined by the Board of Directors. [Section 141(g).]

     Section 2.5. Special Meetings. Special meetings of the Board of Directors
may be called by the chairman of the board or the president or any vice
president on one day's written notice to each director by whom such notice is
not waived, given either personally or by courier, mail, facsimile transmission
or telegram and shall be called by the president or the secretary in like manner
and on like notice on the written request of any two directors. [Section
141(g).]

     Section 2.6. Quorum. At all meetings of the Board of Directors, a majority
of the total number of directors then in office shall constitute a quorum for
the transaction of business and the act of a majority of the directors present
at any meeting at which there is a quorum shall be the act of the Board of
Directors. If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting from time to
time to another place, time or date, without notice other than announcement at
the meeting, until a quorum shall be present. [Section 141(b).]

     Section 2.7. Written Action. 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 and the writing or writings are filed
with the minutes or proceedings of the Board or such committee. [Section
141(f).]

     Section 2.8. Participation in Meetings by Conference Telephone. Members of
the Board of Directors or any committee designated by the Board of Directors may
participate in a meeting of the Board of Directors, or any such committee, by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other and such
participation in a meeting shall constitute presence in person at the meeting.
[Section 141(i).]

     Section 2.9. Committees. The Board of Directors may, by resolution passed
by a majority of the entire Board, designate one or more committees, each
committee to consist of one or more of the directors of the Corporation and each
to have such lawfully delegable powers and duties as the Board may confer. Each
such committee shall serve at the pleasure of the Board of Directors. The Board
may designate one or more directors as alternate members of any committee, who
may replace any absent or disqualified member at any meeting of the committee.
Except as otherwise provided by law, any such committee, to the extent provided
in the resolution of the Board of Directors, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the Corporation and may authorize the seal of the Corporation to
be affixed to all papers which may require it. Any committee or committees so
designated by the Board shall have such name or names as may be determined from
time to time by resolution adopted by the Board of Directors. Unless otherwise
prescribed by the Board of Directors, a majority of the members of the committee
shall constitute 
<PAGE>
 
a quorum for the transaction of business and the act of a majority of the
members present at a meeting at which there is a quorum shall be the act of such
committee. Each committee shall prescribe its own rules for calling and holding
meetings and its method of procedure, subject to any rules prescribed by the
Board of Directors, and shall keep a written record of all actions taken by it.
No such committee shall have the power or authority:

           (a) to amend the Restated Certificate of Incorporation (except that a
     committee may, to the extent authorized in the resolution or resolutions
     providing for the issuance of shares of stock adopted by the Board of
     Directors as provided in Section 151(a) of the General Corporation Law of
     the State of Delaware, fix the designations and any of the preferences or
     rights of such shares relating to dividends, redemption, dissolution, any
     distribution of assets of the Corporation or the conversion into, or the
     exchange of such shares for, shares of any other class or classes or any
     other series of the same or any other class or classes of stock of the
     Corporation or fix the number of shares of any series of stock or authorize
     the increase or decrease of the shares of any series);

           (b) to adopt an agreement of merger or consolidation under Section
     251 or Section 252 of the General Corporation Law of the State of Delaware;

           (c) to recommend to the stockholders the sale, lease or exchange of
     all or substantially all of the Corporation's property and assets;

           (d) to recommend to the stockholders a dissolution of the Corporation
     or a revocation of a dissolution; or

           (e) to amend the Bylaws of the Corporation.

Unless the resolution, Bylaws or Restated Certificate of Incorporation expressly
so provides, no such committee shall have the power or authority to declare a
dividend, to authorize the issuance of stock or to adopt a certificate of
ownership and merger pursuant to the General Corporation Law of the State of
Delaware. [Section 141(c).]

     Section 2.10. Compensation. The Board of Directors may establish such
compensation for, and reimbursement of the expenses of, directors for attendance
at meetings of the Board of Directors or committees, or for other services by
directors to the Corporation, as the Board of Directors may determine. [Section
141(h).]

     Section 2.11. Regulations; Manner of Acting. To the extent consistent with
applicable law, the Restated Certificate of Incorporation and these Bylaws, the
Board of Directors may adopt such special rules and regulations for the conduct
of their meetings and for the management of the property, affairs and business
of the Corporation as the Board of Directors may deem appropriate. The directors
shall act only as a Board and the individual directors shall have no power as
such.
<PAGE>
 
                                  ARTICLE III

                                    NOTICES

     Section 3.1.   Generally. Whenever by law or under the provisions of the
Restated Certificate of Incorporation or these Bylaws, notice is required to be
given to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
Corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by facsimile transmission, telegram or
telephone. [Section 222(b).]

     Section 3.2.   Waivers. Whenever any notice is required to be given by law
or under the provisions of the Restated Certificate of Incorporation or these
Bylaws, a waiver thereof in writing, signed by the person or persons entitled to
such notice, whether before or after the time of the event for which notice is
to be given, shall be deemed equivalent to such notice. Attendance of a person
at a meeting shall constitute a waiver of notice of such meeting, except when
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. [Section 229.]

                                  ARTICLE IV

                                   OFFICERS

     Section 4.1.   Generally. The officers of the Corporation shall be elected
by the Board of Directors and shall consist of a president, secretary and
treasurer. The Board of Directors may also choose any or all of the following: a
chairman of the Board of Directors, one or more vice presidents and one or more
assistant secretaries and assistant treasurers, a chief financial officer or any
other officers deemed necessary by the Board of Directors. Any number of offices
may be held by the same person. [Section 142(a).]

     Section 4.2.   Compensation. The compensation of all officers and agents of
the Corporation who are also directors of the Corporation shall be fixed by the
Board of Directors. The Board of Directors may delegate the power to fix the
compensation of other officers and agents of the Corporation to an officer of
the Corporation.

     Section 4.3.   Election. The officers of the Corporation shall hold office
until their successors are elected and qualified. Any officer elected or
appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the directors. Any vacancy occurring in any
office of the Corporation may be filled by the Board of Directors. [Section
142(b).]
<PAGE>
 
     Section 4.4.   Authority and Duties. Each of the officers of the
Corporation shall have such authority and shall perform such duties as are
customarily incident to their respective offices, or as may be specified from
time to time by the Board of Directors in a resolution which is not inconsistent
with these Bylaws. [Section 142(a).]

     Section 4.5.   Removal and Resignation; Vacancies. Any officer may be
removed for or without cause at any time by the Board of Directors. Any officer
may resign at any time by delivering a written notice of resignation, signed by
such officer, to the Board of Directors or the president. Unless otherwise
specified therein, such resignation shall take effect upon delivery. Any vacancy
occurring in any office of the Corporation by death, resignation, removal or
otherwise shall be filled by the Board of Directors. [Sections 142(b), (e).]

     Section 4.6.   Chairman. The chairman of the Board of Directors shall
preside at all meetings of the stockholders and of the Board of Directors and
shall have such other duties and responsibilities as may be assigned to him or
her by the Board of Directors. The chairman may delegate to any qualified person
authority to chair any meeting of the stockholders, either on a temporary or a
permanent basis. [Section 142(a).]

     Section 4.7.   President. The president shall be responsible for the active
management and direction of the business and affairs of the Corporation and,
subject to any duties given by the Board of Directors to any chairman, shall be
the Chief Executive Officer of the Corporation. In case of the inability or
failure of the chairman to perform the duties of that office, the president
shall perform the duties of the chairman, unless otherwise determined by the
Board of Directors. [Section 142(a).]

     Section 4.8.   Execution of Documents and Action With Respect to Securities
of Other Corporations. The president shall have and is hereby given full power
and authority, except as otherwise required by law or directed by the Board of
Directors, (a) to execute, on behalf of the Corporation, all duly authorized
contracts, agreements, deeds, conveyances or other obligations of the
Corporation, applications, consents, proxies and other powers of attorney and
other documents and instruments and (b) to vote and otherwise act on behalf of
the Corporation, in person or by proxy, at any meeting of stockholders (or with
respect to any action of such stockholders) of any other corporation in which
the Corporation may hold securities and otherwise to exercise any and all rights
and powers which the Corporation may possess by reason of its ownership of
securities of such other corporation. In addition, the president may delegate to
other officers, employees and agents of the Corporation the power and authority
to take any action which the president is authorized to take under this Section
4.8 of this Article IV, with such limitations as the president may specify; such
authority so delegated by the president shall not be redelegated by the person
to whom such execution authority has been delegated. [Section 142(a).]

     Section 4.9.   Vice President. Each vice president, however titled, shall
perform such duties and services and shall have such authority and
responsibilities as shall be assigned to or required from time to time by the
Board of Directors or the President. [Section 142(a).]
<PAGE>
 
     Section 4.10.   Secretary and Assistant Secretaries. (a) The Secretary
shall attend all meetings of the stockholders and all meetings of the Board of
Directors and record all proceedings of the meetings of the stockholders and of
the Board of Directors and shall perform like duties for the standing committees
when requested by the Board of Directors or the president. The secretary shall
give, or cause to be given, notice of all meetings of the stockholders and
meetings of the Board of Directors. The secretary shall perform such duties as
may be prescribed by the Board of Directors or the president. The secretary
shall have charge of the seal of the Corporation and authority to affix the seal
to any instrument. The secretary or any assistant secretary may attest to the
corporate seal by handwritten or facsimile signature. The secretary shall keep
and account for all books, documents, papers and records of the Corporation
except those for which some other officer or agent has been designated or is
otherwise properly accountable. The secretary shall have authority to sign stock
certificates.

     (b)    Assistant secretaries, in the order of their seniority, shall assist
the secretary and, if the secretary is unavailable or fails to act, perform the
duties and exercise the authorities of the secretary. [Section 142(a).]

     Section 4.11.   Treasurer and Assistant Treasurers. (a) The treasurer shall
have the custody of the funds and securities belonging to the Corporation and
shall deposit all moneys and other valuable effects in the name and to the
credit of the Corporation in such depositories as may be designated by the
treasurer with the prior approval of the Board of Directors or the president.
The treasurer shall disburse the funds and pledge the credit of the Corporation
as may be directed by the Board of Directors and shall render to the Board of
Directors and the president, as and when required by them, or any of them, an
account of all transactions by the treasurer.

     (b)    Assistant treasurers, in the order of their seniority, shall assist
the treasurer and, if the treasurer is unable or fails to act, perform the
duties and exercise the powers of the treasurer. [Section 142(a).]
<PAGE>
 
                                    ARTICLE V

                                 INDEMNIFICATION

     Section 5.1.   Right to Indemnification. Each person who was or is made a
party or is threatened to be made a party to or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he or she
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 or employee of another
corporation (including Guarantee Life Insurance Company) or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans (hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a director, officer or
employee or in any other capacity while serving as a director, officer or
employee, shall be indemnified and held harmless by the Corporation to the
fullest extent authorized by the General Corporation Law of the State of
Delaware, as the same exists or may hereafter be amended (but, in the case of
any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than such law permitted
the Corporation to provide prior to such amendment), against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid in settlement) reasonably incurred or
suffered by such indemnitee in connection therewith and such indemnification
shall continue as to an indemnitee who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the indemnitee's heirs,
executors and administrators; provided, however, that, except as provided in
Section 5.2 of this Article V with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation. The right to indemnification conferred in this Section 5.1 of
this Article V shall be a contract right and shall include the right to be paid
by the Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition (hereinafter an "advancement of expenses"); and
provided, further, that, if the General Corporation Law of the State of Delaware
requires it, an advancement of expenses incurred by an indemnitee in his or her
capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such indemnitee, including, without limitation,
service to an employee benefit plan) shall be made only upon delivery to the
Corporation of an undertaking, by or on behalf of such indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final judicial
decision from which there is no further right to appeal that such indemnitee is
not entitled to be indemnified for such expenses under this Article V or
otherwise (hereinafter an "undertaking").

     Section 5.2.   Right of Indemnitee To Bring Suit. If a claim under Section
5.1 of this Article V is not paid in full by the Corporation within 60 days
after a written claim has been received by the Corporation, except in the case
of a claim for an advancement of expenses, in which case the applicable period
shall be 20 days, the indemnitee may at any time thereafter bring suit against
the Corporation to recover the unpaid amount of the claim. If successful in
<PAGE>
 
whole or part in any such suit or in a suit brought by the Corporation to
recover an advancement of expenses pursuant to the terms of an undertaking, the
indemnitee shall be entitled to be paid also the expense of prosecuting or
defending such suit. In (i) any suit brought by the indemnitee to enforce a
right to indemnification hereunder (but not in a suit brought by the indemnitee
to enforce a right to an advancement of expenses) it shall be a defense that,
and (ii) any suit by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the Corporation shall be entitled to
recover such expenses upon a final adjudication that, the indemnitee has not met
the applicable standard of conduct set forth in the General Corporation Law of
the State of Delaware. Neither the failure of the Corporation (including its
Board of Directors, independent legal counsel or its stockholders) to have made
a determination prior to the commencement of such suit that indemnification of
the indemnitee is proper in the circumstances because the indemnitee has met the
applicable standard of conduct set forth in the General Corporation Law of the
State of Delaware, nor an actual determination by the Corporation (including its
Board of Directors, independent legal counsel or its stockholders) that the
indemnitee has not met such applicable standard of conduct, shall create a
presumption that the indemnitee has not met the applicable standard of conduct
or, in the case of such a suit brought by indemnitee, be a defense to such suit.
In any suit brought by the indemnitee to enforce a right hereunder, or by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the burden of proving that the indemnitee is not entitled to be
indemnified or to such advancement of expenses under this Article V or otherwise
shall be on the Corporation.

     Section 5.3.   Nonexclusivity of Rights. The rights of indemnification and
to the advancement of expenses conferred in this Article V shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, provision of the Restated Certificate of Incorporation,
bylaw, contract, agreement, vote of stockholders or disinterested directors or
otherwise.

     Section 5.4.   Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any indemnitee against any expense, liability or
loss, whether or not the Corporation would have the power to indemnify such
person against such expense, liability or loss under the General Corporation Law
of the State of Delaware.

     Section 5.5.   Indemnification of Agents of the Corporation. The
Corporation may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification and to the advancement of expenses to
any employee or agent of the Corporation to the fullest extent of the provisions
of this Article V or as otherwise permitted under the General Corporation Law of
the State of Delaware with respect to the indemnification and advancement of
expenses of directors and officers of the Corporation.

     Section 5.6.   Indemnification Contracts. The Board of Directors is
authorized to enter into a contract with any director, officer, employee or
agent of the Corporation or any person serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, including employee benefit 
<PAGE>
 
plans, providing for indemnification rights equivalent to or, if the Board of
Directors so determines, greater than those provided for in this Article V.

     Section 5.7.   Effect of Amendment. Any amendment, repeal or modification
of any provision of this Article V by the stockholders or the directors of the
Corporation shall not adversely affect any right or protection of a director or
officer of the Corporation existing at the time of such amendment, repeal or
modification. [Section 145.]

                                  ARTICLE VI

                                     STOCK

     Section 6.1.   Certificates. Certificates representing shares of stock of
the Corporation shall be in such form as shall be determined by the Board of
Directors, subject to applicable legal requirements. Such certificates shall be
numbered and their issuance recorded in the books of the Corporation, and such
certificates shall exhibit the holder's name and the number of shares and shall
be signed by, or in the name of the Corporation by, the president and the
secretary or an assistant secretary or the controller or an assistant controller
of the Corporation. Any or all of the signatures and the seal of the
Corporation, if any, upon such certificates may be facsimiles, engraved or
printed. [Section 158.]

     Section 6.2.   Transfer. Upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue, or to cause its
transfer agent to issue, a new certificate to the person entitled thereto,
cancel the old certificate and record the transaction upon its books. [Section
151.]

     Section 6.3.   Lost, Stolen or Destroyed Certificates. The Secretary may
direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the Corporation alleged to
have been lost, stolen or destroyed upon the making of an affidavit of that
fact, satisfactory to the secretary, by the person claiming the certificate of
stock to be lost, stolen or destroyed. As a condition precedent to the issuance
of a new certificate or certificates, the secretary may require the owner of
such lost, stolen or destroyed certificate or certificates to give the
Corporation a bond in such sum and with such surety or sureties as the secretary
may direct as indemnity against any claims that may be made against the
Corporation with respect to the certificate alleged to have been lost, stolen or
destroyed or the issuance of the new certificate. [Section 167.]
<PAGE>
 
     Section 6.4.   Record Date. (a) In order that the Corporation may determine
the stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which record date shall
not be more than 60 or less than 10 days before the date of such meeting. If no
record date is fixed by the Board of Directors, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day next preceding the day on which notice is
given or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held. 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 of
Directors may fix a new record date for the adjourned meeting.

     (b)    In order that the Corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights or the stockholders entitled to exercise any rights in respect of
any change, conversion or exchange of stock or for the purpose of any other
lawful action, the Board of Directors may fix a record date, which record date
shall not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than 60 days prior to such
action. If no record date is fixed, the record date for determining stockholders
for any such purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto. [Section 213.]


                                  ARTICLE VII

                              GENERAL PROVISIONS

     Section 7.1.   Fiscal Year. The fiscal year of the Corporation shall be the
calendar year or such other annual period as shall be fixed from time to time by
the Board of Directors.

     Section 7.2.   Corporate Seal. The Board of Directors may adopt a corporate
seal and use the same by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise.

     Section 7.3.   Reliance Upon Books, Reports and Records. Each director,
each member of a committee designated by the Board of Directors and each officer
of the Corporation shall, in the performance of his or her duties, be fully
protected in relying in good faith upon the records of the Corporation and upon
such information, opinions, reports or statements presented to the Corporation
by any of the Corporation's officers or employees or committees of the Board of
Directors or by any other person as to matters the director, committee member or
officer believes are within such other person's professional or expert
competence and who has been selected with reasonable care by or on behalf of the
Corporation. [Section 141(e).]
<PAGE>
 
     Section 7.4.   Time Periods. In applying any provision of these Bylaws
which requires that an act be done or not be done a specified number of days
prior to an event or that an act be done during a period of a specified number
of days prior to an event, calendar days shall be used, the day of the doing of
the act shall be excluded and the day of the event shall be included.

     Section 7.5.   Dividends. The Board of Directors may from time to time
declare and the Corporation may pay dividends upon its outstanding shares of
capital stock, in the manner and upon the terms and conditions provided by law
and the Restated Certificate of Incorporation. [Section 173.]

                                 ARTICLE VIII

                              AMENDMENT OF BYLAWS

     In furtherance and not in limitation of the powers conferred upon it by
law, the Board of Directors is expressly authorized to adopt, repeal, alter or
amend the Bylaws of the Corporation by the vote of a majority of the entire
Board of Directors. In addition to any requirements of law and any provision of
the Restated Certificate of Incorporation, the stockholders of the Corporation
may adopt, repeal, alter or amend any provision of the Bylaws upon the
affirmative vote of the holders of 75% or more of the combined voting power of
the then outstanding stock of the Corporation entitled to vote generally in the
election of directors. [Section 109(a).]