<PAGE>   1

                                                                    Exhibit 3(k)


                                SUNAMERICA INC.

                                    BY-LAWS


                                   ARTICLE I.

                                  STOCKHOLDERS

         SECTION 1.01.  Annual Meeting.  The Corporation shall hold an annual
meeting of its stockholders to elect directors and transact any other business
within its powers, either at 2:00 p.m. on the second Friday in February in each
year if not a legal holiday, or at such other time on such other day falling on
or before the 30th day thereafter as shall be set by the Board of Directors.
Except as the Charter or statute provides otherwise, any business may be
considered at an annual meeting without the purpose of the meeting having been
specified in the notice.  Failure to hold an annual meeting does not invalidate
the Corporation's existence or affect any otherwise valid corporate acts.

         SECTION 1.02.  Special Meeting.  At any time in the interval between
annual meetings, a special meeting of the stockholders may be called by the
Chairman of the Board or the President or by a majority of the Board of
Directors by vote at a meeting or in writing (addressed to the Secretary of the
Corporation) with or without a meeting.  Special meetings of the stockholders
shall be called by the Secretary at the request of stockholders only on the
written request of stockholders entitled to cast at least a majority of all the
votes entitled to be cast at the meeting.  A request for a special meeting
shall state the purpose of the meeting and the matters proposed to be acted on
at it.  The Secretary shall inform the stockholders who make the request of the
reasonably estimated costs of preparing and mailing a notice of the meeting
and, on payment of these costs to the Corporation, notify each stockholder
entitled to notice of the meeting.

         SECTION 1.03.  Place of Meetings.  Meetings of stockholders shall be
held at such place in the United States as is set from time to time by the
Board of Directors.

         SECTION 1.04.  Notice of Meetings; Waiver of Notice.  Not less than
ten nor more than 90 days before each stockholders' meeting, the Secretary
shall give written notice of the meeting to each stockholder entitled to vote
at the meeting and each other stockholder entitled to notice of the meeting.
The notice shall state the time and place of the meeting and, if the meeting is
a
<PAGE>   2
special meeting or notice of the purpose is required by statute, the purpose of
the meeting.  Notice is given to a stockholder when it is personally delivered
to him or her, left at his or her residence or usual place of business, or
mailed to him or her at his or her address as it appears on the records of the
Corporation.  Notwithstanding the foregoing provisions, each person who is
entitled to notice waives notice if he or she before or after the meeting signs
a waiver of the notice which is filed with the records of stockholders'
meetings, or is present at the meeting in person or by proxy.

         SECTION 1.05.  Quorum; Voting.  Unless statute or the Charter provides
otherwise, at a meeting of stockholders the presence in person or by proxy of
stockholders entitled to cast a majority of all the votes entitled to be cast
at the meeting constitutes a quorum, and a majority of all the votes cast at a
meeting at which a quorum is present is sufficient to approve any matter which
properly comes before the meeting, except that a plurality of all the votes
cast at a meeting at which a quorum is present is sufficient to elect a
director.

         SECTION 1.06.  Adjournments.  Whether or not a quorum is present, a
meeting of stockholders convened on the date for which it was called may be
adjourned from time to time without further notice by a majority vote of the
stockholders present in person or by proxy to a date not more than 120 days
after the original record date.  Any business which might have been transacted
at the meeting as originally notified may be deferred and transacted at any
such adjourned meeting at which a quorum shall be present.

         SECTION 1.07.  General Right to Vote; Proxies.  Unless the Charter
provides for a greater or lesser number of votes per share or limits or denies
voting rights, each outstanding share of stock, regardless of class, is
entitled to one vote on each matter submitted to a vote at a meeting of
stockholders.  In all elections for directors, each share of stock may be voted
for as many individuals as there are directors to be elected and for whose
election the share is entitled to be voted.  A stockholder may vote the stock
the stockholder
<PAGE>   3
owns of record either in person or by proxy.  A stockholder may sign a writing
authorizing another person to act as proxy.  Signing may be accomplished by the
stockholder or the stockholder's authorized agent signing the writing or
causing the stockholder's signature to be affixed to the writing by any
reasonable means, including facsimile signature.  A stockholder may authorize
another person to act as proxy by transmitting, or authorizing the transmission
of, a telegram, cablegram, datagram, or other means of electronic transmission
to the person authorized to act as proxy or to a proxy solicitation firm, proxy
support service organization, or other person authorized by the person who will
act as proxy to receive the transmission.  Unless a proxy provides otherwise,
it is not valid more than 11 months after its date.  A proxy is revocable by a
stockholder at any time without condition or qualification unless the proxy
states that it is irrevocable and the proxy is coupled with an interest.  A
proxy may be made irrevocable for so long as it is coupled with an interest.
The interest with which a proxy may be coupled includes an interest in the
stock to be voted under the proxy or another general interest in the
Corporation or its assets or liabilities.

         SECTION 1.08.  List of Stockholders.  At each meeting of stockholders,
a full, true and complete list of all stockholders entitled to vote at such
meeting, showing the number and class of shares held by each and certified by
the transfer agent for such class or by the Secretary, shall be furnished by
the Secretary.

         SECTION 1.09.  Conduct of Business and Voting.  At all meetings of
stockholders, unless the voting is conducted by inspectors, the proxies and
ballots shall be received, and all questions touching the qualification of
voters and the validity of proxies, the acceptance or rejection of votes and
procedures for the conduct of business not otherwise specified by these
By-Laws, the Charter or law, shall be decided or determined by the chairman of
the meeting.  If demanded by stockholders, present in person or by proxy,
entitled to cast 10% in number of votes entitled to be cast, or if ordered by
the chairman, the vote upon any election or question shall be taken by ballot
and, upon like demand or order, the voting shall be conducted by two
inspectors, in which event the proxies and ballots shall be received, and all
questions touching the qualification of voters and the validity of proxies and
the acceptance or rejection of votes shall be decided, by such inspectors.
Unless so demanded or ordered, no vote need be by ballot and voting need not be
conducted by inspectors.  The stockholders at any meeting may choose an
inspector or inspectors to act at such meeting, and in default of such election
the chairman of the meeting may appoint an inspector or inspectors.  No
candidate for election as a director at a meeting shall serve as an inspector
thereat.
<PAGE>   4
         SECTION 1.10.  No Meeting by Conference Telephone.  Stockholders must
participate in meetings in person or by proxy and may not participate in a
meeting by means of a conference telephone or similar communications equipment.

                                  ARTICLE II.

                               BOARD OF DIRECTORS

         SECTION 2.01.  Function of Directors.  The business and affairs of the
Corporation shall be managed under the direction of its Board of Directors.
All powers of the Corporation may be exercised by or under authority of the
Board of Directors, except as conferred on or reserved to the stockholders by
statute or by the Charter or By-Laws.

         SECTION 2.02.  Number of Directors.  The Corporation shall have at
least three directors; provided that, if there is no stock outstanding, the
number of Directors may be less than three but not less than one, and, if there
is stock outstanding and so long as there are less than three stockholders, the
number of Directors may be less than three but not less than the number of
stockholders.  The Corporation shall have the number of directors provided in
the Charter until changed as herein provided.  A majority of the entire Board
of Directors may alter the number of directors set by the Charter to not
exceeding 12 nor less than the minimum number then permitted herein, but the
action may not affect the tenure of office of any director.

         SECTION 2.03.  Election and Tenure of Directors.  At each annual
meeting, the stockholders shall elect directors to hold office until the next
annual meeting and until their successors are elected and qualify.
<PAGE>   5
         SECTION 2.04.  Removal of Director.  Unless statute or the Charter
provides otherwise, the stockholders may remove any director, with or without
cause, by the affirmative vote of a majority of all the votes entitled to be
cast for the election of directors.

         SECTION 2.05.  Vacancy on Board.  The stockholders may elect a
successor to fill a vacancy on the Board of Directors which results from the
removal of a director.  A director elected by the stockholders to fill a
vacancy which results from the removal of a director serves for the balance of
the term of the removed director.  A majority of the remaining directors,
whether or not sufficient to constitute a quorum, may fill a vacancy on the
Board of Directors which results from any cause except an increase in the
number of directors, and a majority of the entire Board of Directors may fill a
vacancy which results from an increase in the number of directors.  A director
elected by the Board of Directors to fill a vacancy serves until the next
annual meeting of stockholders and until his or her successor is elected and
qualifies.

         SECTION 2.06.  Regular Meetings.  After each meeting of stockholders
at which directors shall have been elected, the Board of Directors shall meet
as soon as practicable for the purpose of organization and the transaction of
other business.  In the event that no other time and place are specified by
resolution of the Board, the President or the Chairman, with notice in
accordance with Section 2.08, the Board of Directors shall meet immediately
following the close of, and at the place of, such stockholders' meeting.  Any
other regular meeting of the Board of Directors shall be held on such date and
at any place as may be designated from time to time by the Board of Directors.

         SECTION 2.07.  Special Meetings.  Special meetings of the Board of
Directors may be called at any time by the Chairman of the Board or the
President or by a majority of the Board of Directors by vote at a meeting, or
in writing with or without a meeting.  A special meeting of the Board of
Directors shall be held on such date and at any place as may be designated from
time to time by the Board of Directors.  In the absence of designation such
meeting shall be held at such place as may be designated in the call.

         SECTION 2.08.  Notice of Meeting.  Except as provided in Section 2.06,
the Secretary shall give notice to each director of each regular and special
meeting of the Board of Directors.  The notice shall state the time and place
of the meeting.  Notice is given to a director when it is delivered personally
to him or her, left at his or her residence or usual place of business, or sent
by telegraph, facsimile transmission or telephone, at least 24 hours
<PAGE>   6
before the time of the meeting or, in the alternative by mail to his or her
address as it shall appear on the records of the Corporation, at least 72 hours
before the time of the meeting.  Unless these By-Laws or a resolution of the
Board of Directors provides otherwise, the notice need not state the business
to be transacted at or the purposes of any regular or special meeting of the
Board of Directors.  No notice of any meeting of the Board of Directors need be
given to any director who attends except where a director attends a meeting for
the express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened, or to any director who, in writing
executed and filed with the records of the meeting either before or after the
holding thereof, waives such notice.  Any meeting of the Board of Directors,
regular or special, may adjourn from time to time to reconvene at the same or
some other place, and no notice need be given of any such adjourned meeting
other than by announcement.

         SECTION 2.09.  Action by Directors.  Unless statute or the Charter or
By-Laws requires a greater proportion, the action of a majority of the
directors present at a meeting at which a quorum is present is action of the
Board of Directors.  One-third of the entire Board of Directors shall
constitute a quorum for the transaction of business.  In the absence of a
quorum, the directors present by majority vote and without notice other than by
announcement may adjourn the meeting from time to time until a quorum shall
attend.  At any such adjourned meeting at which a quorum shall be present, any
business may be transacted which might have been transacted at the meeting as
originally notified.  Any action required or permitted to be taken at a meeting
of the Board of Directors may be taken without a meeting, if an unanimous
written consent which sets forth the action is signed by each member of the
Board and filed with the minutes of proceedings of the Board.
<PAGE>   7

         SECTION 2.10.  Meeting by Conference Telephone.  Members of the Board
of Directors may participate in a meeting by means of a conference telephone or
similar communications equipment if all persons participating in the meeting
can hear each other at the same time.  Participation in a meeting by these
means constitutes presence in person at a meeting.

         SECTION 2.11.  Compensation.  By resolution of the Board of Directors
a fixed sum and expenses, if any, for attendance at each regular or special
meeting of the Board of Directors or of committees thereof, and other
compensation for their services as such or on committees of the Board of
Directors, may be paid to directors.  Directors who are full-time employees of
the Corporation need not be paid for attendance at meetings of the board or
committees thereof for which fees are paid to other directors.  A director who
serves the Corporation in any other capacity also may receive compensation for
such other services, pursuant to a resolution of the directors.

                                  ARTICLE III.

                                   COMMITTEES

         SECTION 3.01.  Committees.  The Board of Directors may appoint from
among its members an Executive Committee and other committees composed of one
or more directors and delegate to these committees any of the powers of the
Board of Directors, except the power to authorize dividends on stock, elect
directors, issue stock other than as provided in the next sentence, recommend
to the stockholders any action which requires stockholder approval, amend these
By-Laws, or approve any merger or share exchange which does not require
stockholder approval.  If the Board of Directors has given general
authorization for the issuance of stock providing for or establishing a method
or procedure for determining the maximum number of shares to be issued, a
committee of the Board, in accordance with that general authorization or any
stock option or other plan or program adopted by the Board of Directors, may
authorize or fix the terms of stock subject to classification or
reclassification and the terms on which any stock may be issued, including all
terms and conditions required or permitted to be established or authorized by
the Board of Directors.

         SECTION 3.02.  Committee Procedure.  Each committee may fix rules of
procedure for its business.  One-third of the members of a committee shall
constitute a quorum for the transaction of business and the act of a majority
of those present at a meeting at which a quorum is present shall be the act of
the committee.  The members of a committee present at any
<PAGE>   8
meeting, whether or not they constitute a quorum, may appoint a director to act
in the place of an absent member.  Any action required or permitted to be taken
at a meeting of a committee may be taken without a meeting, if an unanimous
written consent which sets forth the action is signed by each member of the
committee and filed with the minutes of the committee.  The members of a
committee may conduct any meeting thereof by conference telephone in accordance
with the provisions of Section 2.10.

         SECTION 3.03. Emergency.  In the event of a state of disaster of
sufficient severity to prevent the conduct and management of the affairs and
business of the Corporation by its directors and officers as contemplated by
the Charter and these By-Laws, a quorum of the then incumbent Executive
Committee shall conduct and manage the affairs and business of the Corporation
in accordance with the provisions of Section 3.01.  In the event of the
unavailability, at such time, of a quorum of the then incumbent Executive
Committee, the available directors shall elect an Executive Committee
consisting of one or more members of the Board of Directors, whether or not
they be officers of the Corporation, which member(s) shall constitute the
Executive Committee for the full conduct and management of the affairs of the
Corporation in accordance with the foregoing provisions of this Section.  This
Section shall be subject to implementation by resolution of the Board of
Directors passed from time to time for that purpose, and any provisions of
these By-Laws (other than this Section) and any resolutions which are contrary
to the provisions of this Section or to the provisions of any such implementary
resolutions shall be suspended until it shall be determined by any interim
Executive Committee acting under this Section that it shall be to the advantage
of the Corporation to resume the conduct and management of its affairs and
business under all the other provisions of these By-Laws.
<PAGE>   9
                                  ARTICLE IV.

                                    OFFICERS

         SECTION 4.01. Executive and Other Officers.  The Corporation shall
have a Chairman, one or more Vice-Chairmen, a President, one or more Vice
Presidents, a Secretary, and a Treasurer and such other officers as may be
established and appointed by the Board of Directors.  The Board of Directors
shall designate who shall serve as chief executive officer, who shall have
general supervision of the business and affairs of the Corporation, and may
designate a chief operating officer, who shall have supervision of the
operations of the Corporation.  In the absence of any designation, the Chairman
of the Board, if there be one, shall serve as chief executive officer and the
President shall serve as chief operating officer.  In the absence of the
Chairman of the Board, or if there be none, the President shall be the chief
executive officer.  The same person may hold both offices.  The Corporation may
also have one or more assistant officers and subordinate officers as may be
established by the Board of Directors.  A person may hold more than one office
in the Corporation except that no person may serve concurrently as both
President and Vice-President of the Corporation.  The Chairman of the Board
shall be a director; the other officers may be directors.

         SECTION 4.02.  Chairman of the Board.  The Chairman of the Board, if
one be elected, shall preside at all meetings of the Board of Directors and of
the stockholders at which he or she shall be present.  Unless otherwise
specified by the Board of Directors, he or she shall be the chief executive
officer of the Corporation.  In general, he or she shall perform such duties as
are customarily performed by the chief executive officer of a corporation and
may perform any duties of the President and shall perform such other duties and
have such other powers as are from time to time assigned to him or her by the
Board of Directors.

         SECTION 4.03.  President.  Unless otherwise provided by resolution of
the Board of Directors, the President, in the absence of the Chairman of the
Board, shall preside at all meetings of the Board of Directors and of the
stockholders at which he or she shall be present.  Unless otherwise specified
by the Board of Directors, the President shall be the chief operating officer
of the Corporation and perform the duties customarily performed by chief
operating officers; he or she may execute, in the name of the Corporation, all
authorized deeds, mortgages, bonds, contracts or other instruments, except in
cases in which the signing and execution thereof shall have been expressly
delegated to some other officer or agent of the Corporation.  In general, he or
<PAGE>   10
she shall perform such other duties customarily performed by a president of a
corporation and shall perform such other duties and have such other powers as
are from time to time assigned to him or her by the Board of Directors or the
chief executive officer of the Corporation.

         SECTION 4.04.  Vice-Presidents.  The Vice-President or
Vice-Presidents, at the request of the chief executive officer or the
President, or in the President's absence or during his or her inability to act,
shall perform the duties and exercise the functions of the President, and when
so acting shall have the powers of the President.  If there be more than one
Vice-President, the Board of Directors may determine which one or more of the
Vice-Presidents shall perform any of such duties or exercise any of such
functions, or if such determination is not made by the Board of Directors, the
chief executive officer, or the President may make such determination;
otherwise any of the Vice-Presidents may perform any of such duties or exercise
any of such functions.  Each Vice-President shall perform such other duties and
have such other powers, and have such additional descriptive designations in
their titles (if any), as are from time to time assigned to them by the Board
of Directors, the chief executive officer, or the President.

         SECTION 4.05.  Secretary.  The Secretary shall keep the minutes of the
meetings of the stockholders, of the Board of Directors and of any committees,
in books provided for the purpose; he or she shall see that all notices are
duly given in accordance with the provisions of these By-Laws or as required by
law; he or she shall be custodian of the records of the Corporation; he or she
may witness any document on behalf of the Corporation, the execution of which
is duly authorized, see that the corporate seal is affixed where such document
is required or desired to be under its seal, and, when so affixed, may attest
the same.  In general, he or she shall perform such other duties customarily
performed by a secretary of a corporation, and shall perform such other duties
and have such other powers as are from time to time assigned to him or her by
the Board of Directors, the chief executive officer, or the President.
<PAGE>   11
         SECTION 4.06.  Treasurer.  The Treasurer shall have charge of and be
responsible for all funds, securities, receipts and disbursements of the
Corporation, and shall deposit, or cause to be deposited, in the name of the
Corporation, all moneys or other valuable effects in such banks, trust
companies or other depositories as shall, from time to time, be selected by the
Board of Directors; he or she shall render to the President and to the Board of
Directors, whenever requested, an account of the financial condition of the
Corporation.  In general, he or she shall perform such other duties customarily
performed by a treasurer of a corporation, and shall perform such other duties
and have such other powers as are from time to time assigned to him or her by
the Board of Directors, the chief executive officer, or the President.

         SECTION 4.07.  Assistant and Subordinate Officers.  The assistant and
subordinate officers of the Corporation are all officers below the office of
Vice-President, Secretary, or Treasurer.  The assistant or subordinate officers
shall have such duties as are from time to time assigned to them by the Board
of Directors, the chief executive officer, or the President.

         SECTION 4.08.  Election, Tenure and Removal of Officers.  The Board of
Directors shall elect the officers of the Corporation.  The Board of Directors
may from time to time authorize any officer to appoint assistant and
subordinate officers.  Election or appointment of an officer, employee or agent
shall not of itself create contract rights.  All officers shall be appointed to
hold their offices, respectively, during the pleasure of the Board.  The Board
of Directors (or, as to any assistant or subordinate officer, any committee or
officer authorized by the Board) may remove an officer at any time.  The
removal of an officer does not prejudice any of his or her contract rights.
The Board of Directors (or, as to any assistant or subordinate officer, any
committee or officer authorized by the Board) may fill a vacancy which occurs
in any office for the unexpired portion of the term.

         SECTION 4.09.  Compensation.  The Board of Directors shall have power
to fix the salaries and other compensation and remuneration, of whatever kind,
of all officers of the Corporation.  No officer shall be prevented from
receiving such salary by reason of the fact that he or she is also a director
of the Corporation.  The Board of Directors may authorize any committee or
officer, upon whom the power of appointing assistant and subordinate officers
may have been conferred, to fix the salaries, compensation and remuneration of
such assistant and subordinate officers.

                                   ARTICLE V.
<PAGE>   12
                                     STOCK

         SECTION 5.01.  Certificates for Stock.  Each stockholder is entitled
to certificates which represent and certify the shares of stock he or she holds
in the Corporation.  Each stock certificate shall include on its face the name
of the Corporation, the name of the stockholder or other person to whom it is
issued, and the class of stock and number of shares it represents.  It shall be
in such form, not inconsistent with law or with the Charter, as shall be
approved by the Board of Directors or any officer or officers designated for
such purpose by resolution of the Board of Directors.  Each stock certificate
shall be signed by the Chairman of the Board, the President, or a
Vice-President, and countersigned by the Secretary, an Assistant Secretary, the
Treasurer, or an Assistant Treasurer.  Each certificate may be sealed with the
actual corporate seal or a facsimile of it or in any other form and the
signatures may be either manual or facsimile signatures.  A certificate is
valid and may be issued whether or not an officer who signed it is still an
officer when it is issued.

         SECTION 5.02.  Transfers.  The Board of Directors shall have power and
authority to make such rules and regulations as it may deem expedient
concerning the issue, transfer and registration of certificates of stock; and
may appoint transfer agents and registrars thereof.  The duties of transfer
agent and registrar may be combined.

         SECTION 5.03.  Record Dates or Closing of Transfer Books.  The Board
of Directors may set a record date or direct that the stock transfer books be
closed for a stated period for the purpose of making any proper determination
with respect to stockholders, including which stockholders are entitled to
notice of a meeting, vote at a meeting, receive a dividend, or be allotted
other rights.  The record date may not be prior to the close of business on the
day the record date is fixed nor, subject to Section 1.06, more than 90 days
before the date on which the action requiring the determination will be taken;
the
<PAGE>   13
transfer books may not be closed for a period longer than 20 days; and, in the
case of a meeting of stockholders, the record date or the closing of the
transfer books shall be at least ten days before the date of the meeting.

         SECTION 5.04. Stock Ledger.  The Corporation shall maintain a stock
ledger which contains the name and address of each stockholder and the number
of shares of stock of each class which the stockholder holds.  The stock ledger
may be in written form or in any other form which can be converted within a
reasonable time into written form for visual inspection.  The original or a
duplicate of the stock ledger shall be kept at the offices of a transfer agent
for the particular class of stock, or, if none, at the principal office in the
State of Maryland or the principal executive offices of the Corporation.

         SECTION 5.05.  Certification of Beneficial Owners. The Board of
Directors may adopt by resolution a procedure by which a stockholder of the
Corporation may certify in writing to the Corporation that any shares of stock
registered in the name of the stockholder are held for the account of a
specified person other than the stockholder.  The resolution shall set forth
the class of stockholders who may certify; the purpose for which the
certification may be made; the form of certification and the information to be
contained in it; if the certification is with respect to a record date or
closing of the stock transfer books, the time after the record date or closing
of the stock transfer books within which the certification must be received by
the Corporation; and any other provisions with respect to the procedure which
the Board considers necessary or desirable.  On receipt of a certification
which complies with the procedure adopted by the Board in accordance with this
Section, the person specified in the certification is, for the purpose set
forth in the certification, the holder of record of the specified stock in
place of the stockholder who makes the certification.

         SECTION 5.06. Lost Stock Certificates.  The Board of Directors of the
Corporation may determine the conditions for issuing a new stock certificate in
place of one which is alleged to have been lost, stolen, or destroyed, or the
Board of Directors may delegate such power to any officer or officers of the
Corporation.  In their discretion, the Board of Directors or such officer or
officers may refuse to issue such new certificate save upon the order of some
court having jurisdiction in the premises.  

                                  ARTICLE VI.

                                    FINANCE

         SECTION 6.01.  Checks, Drafts, Etc.  All checks, drafts and orders
<PAGE>   14
for the payment of money, notes and other evidences of indebtedness, issued in
the name of the Corporation, shall, unless otherwise provided by resolution of
the Board of Directors or the Executive Committee, be signed by the President,
a Vice-President or an Assistant Vice-President and countersigned by the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary.

         SECTION 6.02.  Annual Statement of Affairs.  The President or chief
accounting officer shall prepare annually a full and correct statement of the
affairs of the Corporation, to include a balance sheet and a financial
statement of operations for the preceding fiscal year.  The statement of
affairs shall be submitted at the annual meeting of the stockholders and,
within 20 days after the meeting, placed on file at the Corporation's principal
office.

         SECTION 6.03.  Fiscal Year.  The fiscal year of the Corporation shall
be the twelve calendar months period ending September 30 in each year, unless
otherwise provided by the Board of Directors or the Executive Committee.

         SECTION 6.04.  Dividends.  If declared by the Board of Directors at
any meeting thereof, the Corporation may pay dividends on its shares in cash,
property, or in shares of the capital stock of the Corporation, unless such
dividend is contrary to law or to a restriction contained in the Charter.

                                  ARTICLE VII.

                                INDEMNIFICATION

         SECTION 7.01.  Procedure.  Any indemnification, or payment of expenses
in advance of the final disposition of any proceeding, shall be made promptly,
and in any event within 60 days, upon the written request of the director or
officer entitled to seek indemnification (the "Indemnified Party").  The right
to indemnification and advances hereunder shall be enforceable by the
Indemnified Party in any court of competent jurisdiction, if (i) the
Corporation denies such request, in whole or in part, or (ii) no disposition
thereof is made
<PAGE>   15
within 60 days.  The Indemnified Party's costs and expenses incurred in
connection with successfully establishing his or her right to indemnification,
in whole or in part, in any such action shall also be reimbursed by the
Corporation.  It shall be a defense to any action for advance for expenses that
(a) a determination has been made that the facts then known to those making the
determination would preclude indemnification or (b) the Corporation has not
received both (i) an undertaking as required by law to repay such advances in
the event it shall ultimately be determined that the standard of conduct has
not been met and (ii) a written affirmation by the Indemnified Party of such
Indemnified Party's good faith belief that the standard of conduct necessary
for indemnification by the Corporation has been met.

         SECTION 7.02.  Exclusivity, Etc.  The indemnification and advance of
expenses provided by the Charter and these By-Laws shall not be deemed
exclusive of any other rights to which a person seeking indemnification or
advance of expenses may be entitled under any law (common or statutory), or any
agreement, vote of stockholders or disinterested directors or other provision
that is consistent with law, both as to action in his or her official capacity
and as to action in another capacity while holding office or while employed by
or acting as agent for the Corporation, shall continue in respect of all events
occurring while a person was a director or officer after such person has ceased
to be a director or officer, and shall inure to the benefit of the estate,
heirs, executors and administrators of such person.  The Corporation shall not
be liable for any payment under this By-Law in connection with a claim made by
a director or officer to the extent such director or officer has otherwise
actually received payment under insurance policy, agreement, vote or otherwise,
of the amounts otherwise indemnifiable hereunder.  All rights to
indemnification and advance of expenses under the Charter of the Corporation
and hereunder shall be deemed to be a contract between the Corporation and each
director or officer of the Corporation who serves or served in such capacity at
any time while this By-Law is in effect.  Nothing herein shall prevent the
amendment of this By-Law, provided that no such amendment shall diminish the
rights of any person hereunder with respect to events occurring or claims made
before its adoption or as to claims made after its adoption in respect of
events occurring before its adoption.  Any repeal or modification of this
By-Law shall not in any way diminish any rights to indemnification or advance
of expenses of such director or officer or the obligations of the Corporation
arising hereunder with respect to events occurring, or claims made, while this
By-Law or any provision hereof is in force.

         SECTION 7.03.  Severability; Definitions.  The invalidity or
<PAGE>   16
unenforceability of any provision of this Article VII shall not affect the
validity or enforceability of any other provision hereof.  The phrase "this
By-Law" in this Article VII means this Article VII in its entirety.

                                 ARTICLE VIII.

                               SUNDRY PROVISIONS

         SECTION 8.01.  Books and Records.  The Corporation shall keep correct
and complete books and records of its accounts and transactions and minutes of
the proceedings of its stockholders and Board of Directors and of any executive
or other committee when exercising any of the powers of the Board of Directors.
The books and records of a Corporation may be in written form or in any other
form which can be converted within a reasonable time into written form for
visual inspection.  Minutes shall be recorded in written form but may be
maintained in the form of a reproduction.  The original or a certified copy of
these By-Laws shall be kept at the principal office of the Corporation.

         SECTION 8.02.  Corporate Seal.  The Board of Directors shall provide a
suitable seal, bearing the name of the Corporation, which shall be in the
charge of the Secretary.  The Board of Directors may authorize one or more
duplicate seals and provide for the custody thereof.  If the Corporation is
required to place its corporate seal to a document, it is sufficient to meet
the requirement of any law, rule, or regulation relating to a corporate seal to
place the word "(seal)" adjacent to the signature of the person authorized to
sign the document on behalf of the Corporation.

         SECTION 8.03.  Bonds. The Board of Directors may require any officer,
agent or employee of the Corporation to give a bond to the Corporation,
conditioned upon the faithful discharge of his or her duties, with one or more
sureties and in such amount as may be satisfactory to the Board of Directors.
<PAGE>   17
         SECTION 8.04.  Voting Stock in Other Corporations.  Stock of other
corporations or associations, registered in the name of the Corporation, may be
voted by the President, a Vice-President, the Secretary, or a proxy appointed
by any of them.  The Board of Directors, however, may by resolution appoint
some other person to vote such shares, in which case such person shall be
entitled to vote such shares upon the production of a certified copy of such
resolution.

         SECTION 8.05.  Mail. Any notice or other document which is required by
these By-Laws to be mailed shall be deposited in the United States mails,
postage prepaid.

         SECTION 8.06.  Execution of Documents.  A person who holds more than
one office in the Corporation may not act in more than one capacity to execute,
acknowledge, or verify an instrument required by law to be executed,
acknowledged, or verified by more than one officer.

         SECTION 8.07.  Amendments.  Subject to the provisions of Section 2.02,
(a) any provision of these By-Laws may be altered or repealed and new by-laws
may be adopted at any annual meeting of the stockholders or at a special
meeting called for that purpose and (b) the Board of Directors shall have the
power, at any regular or special meeting thereof, to make and adopt new
by-laws, or to amend, alter or repeal any provision of these By-Laws.

                                  ARTICLE IX.

                       SPECIAL VOTE OF OUTSIDE DIRECTORS
                 WITH RESPECT TO CERTAIN PROPOSED TRANSACTIONS

         SECTION 9.01.  Type of Transaction; Vote Required.  In the event the
Corporation or an Affiliate (as hereinafter defined) of the Corporation
proposes to enter into a Rule 13e-3 Transaction (as hereinafter defined), such
transaction shall not be consummated unless it has been approved by a majority
of the Outside Directors (as hereinafter defined) as being fair to the
Unaffiliated Stockholders (as hereinafter defined) of the Corporation.  In
considering whether to approve such transaction, the Outside Directors shall be
entitled to seek the advice and opinion only of independent legal counsel, an
independent investment banker, or such other independent experts they may
select, provided that such independent legal counsel, independent investment
banker or such other independent experts have no current or recent material
affiliation with the Corporation or such Affiliate of the Corporation.
<PAGE>   18
         SECTION 9.02.  Definitions.  For the purposes of this Article IX;

                 (a)      "Affiliate of the Corporation" shall have the same
meaning as the term "affiliate" of an issuer under Regulation Section
241.13e-3(a)(1), 17 C.F.R. Section 240.13e-3(a)(1), promulgated under the
Securities Exchange Act of 1934, as amended.

                 (b)      "Rule 13e-3 Transaction" shall have the same meaning
as that term is given under Regulation Section 241.13e-3(a)(3), 17 C.F.R.
Section 240.13e-3(a)(3), promulgated under the Securities Exchange Act of 1934,
as amended.

                 (c)      "Outside Directors" shall mean those duly elected and
acting directors of the Corporation who are not employees (as that term is
defined in Section 3121(d) of the Internal Revenue Code of 1986, as amended) of
the Corporation, or of any subsidiary of the Corporation, except that Eli Broad
shall not be deemed to be an Outside Director of the Corporation whether or not
he is such an employee of the Corporation at the time of the approval of such
Rule 13e-3 Transaction.

                 (d)      "Unaffiliated Stockholders" shall have the same
meaning as the term "unaffiliated security holder" is given under Regulation
Section 240.13e-3(a)(3)(ii)(4), 17 C.F.R. Section 240.13e-3(a)(3)(ii)(4),
promulgated under the Securities Exchange Act of 1934, as amended.

                 (e)      "Voting Stock of the Corporation" shall mean the
outstanding shares of capital stock of the Corporation at the time to vote
generally in the election of directors.
<PAGE>   19
         SECTION 9.03.  Amendment.  Article VII of the By-Laws to the contrary
notwithstanding, this Article IX cannot be altered, amended or repealed except
upon the affirmative vote of the holders of not less than a majority of the
total voting power of the Voting Stock of the Corporation  held by Unaffiliated
Stockholders voting at a duly held meeting at which a quorum is present.
<PAGE>   20
                            SECRETARY'S CERTIFICATE



         I, Susan L. Harris, hereby certify that I am duly elected, qualified
and acting Secretary of SunAmerica Inc., a Maryland corporation, and that the
foregoing Bylaws are the Bylaws of said corporation as adopted by action of the
Board of Directors of the corporation duly taken on November 8, 1996.  These
Bylaws have not been amended, modified or rescinded and are in full force and
effect as of the date hereof.

         IN WITNESS WHEREOF, I have executed this Certificate as Secretary of
the Corporation this 8th day of November, 1996.





                                                   /s/ Susan L. Harris      
                                                   -------------------------
                                                   Susan L. Harris,
                                                   Secretary