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                                 EXHIBIT 3.02



                                    BYLAWS

                                      OF

                           LAW COMPANIES GROUP, INC.

                             A GEORGIA CORPORATION



                                AS RESTATED ON
                                  MAY 6, 1997
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                                  ARTICLE ONE

                                    OFFICES

1.1     The Corporation shall maintain a registered office and shall appoint a
        registered agent at such office. The registered office of the
        Corporation and the registered agent of the Corporation at such office
        may be changed from time to time by the Board of Directors in the manner
        specified by law.

1.2     The Corporation may have offices at such place or places (within or
        without the State of Georgia) as the Board of Directors may from time to
        time appoint or the business of the Corporation may require or make
        desirable.


                                  ARTICLE TWO

                             SHAREHOLDERS' MEETINGS

2.1     All meetings of the shareholders shall be held at the principal offices
        of the Corporation, or at such place as may be fixed from time to time
        by the Board of Directors.

2.2     An annual meeting of the shareholders shall be held in May in each year
        at the principal office of the Corporation or at such other time and
        place as may be fixed from time to time by the Board of Directors. At
        such meeting, or at a substitute annual meeting of shareholders or at a
        special meeting of shareholders, the shareholders shall elect by a
        plurality vote a Board of Directors and transact such other business as
        may properly be brought before the meeting. Unless a shareholder so
        demands, the election of directors need not be by written ballot.

2.3     Unless otherwise prescribed by law or by the Restated Articles of
        Incorporation of the Corporation (as such Articles may be amended from
        time to time, the "Articles of Incorporation"):

        (a)   Special meetings of the shareholders, for any purpose or purposes,
              may be called by the Chairman of the Board or the Chief Executive
              Officer and shall be called by the Chairman of the Board, Chief
              Executive Officer, or the Secretary when so directed by the Board
              of Directors or required under the Articles of Incorporation, or
              at the request, in writing, of a majority of the directors, or at
              the request, in writing, of shareholders owning at least a
              majority in amount of the entire capital stock of the Corporation
              issued and outstanding and entitled to vote. Such request shall
              state the purpose or purposes of the proposed meeting.

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        (b)   Special meetings of the holders of Common Stock (as defined in the
              Articles of Incorporation), for any purpose or purposes, shall be
              called by the Chairman of the Board, the Chief Executive Officer,
              or the Secretary, at the written request of any two or more Common
              Directors (as defined in the Articles of Incorporation), or at the
              written request of holders of a majority in amount of the issued
              and outstanding Common Stock. Such request shall state the purpose
              or purposes of the proposed meeting.

        (c)   Special meetings of the holders of Preferred Stock (as defined in
              the Articles of Incorporation), for any purpose or purposes, shall
              be called by the Chairman of the Board, the Chief Executive
              Officer, or the Secretary, at the written request of any two or
              more Preferred Directors (as defined in the Articles of
              Incorporation), or at the written request of holders of a majority
              in amount of the issued and outstanding Preferred Stock. Such
              request shall state the purpose or purposes of the proposed
              meeting.

2.4     Except as otherwise required by statute or the Articles of
        Incorporation, written notice of each meeting of the shareholders,
        whether annual or special, shall be served, either personally or by
        mail, upon each shareholder of record entitled to vote at such meeting,
        not less than ten, nor more than fifty days, before such meeting. If
        mailed, such notice shall be directed to a shareholder at his post
        office address last shown on the records of the Corporation. Notice of
        any special meeting of shareholders shall state the purpose or purposes
        for which the meeting is called. Notice of any meeting of shareholders
        shall not be required to be given to any shareholder who, in person or
        by his attorney thereunto authorized, either before or after such
        meeting, shall waive such notice. Attendance of a shareholder at a
        meeting, either in person or by proxy, shall of itself constitute waiver
        of notice and waiver of any and all objections to the place of the
        meeting, the time of the meeting, and to the manner in which it has been
        called or convened, except when a shareholder attends a meeting solely
        for the purpose of stating, at the beginning of the meeting, any such
        objection or objections to the transactions of business. The notice of
        any adjourned meeting need not be given otherwise than by announcement
        at the meeting at which the adjournment is taken.

2.5     The holders of a majority of the stock issued and outstanding and
        entitled to vote, present in person or represented in proxy, shall be
        requisite and shall constitute a quorum at all meetings of the
        shareholders for the transaction of business, except as otherwise
        provided by law, by the Articles of Incorporation or by these Bylaws.
        If. however, such majority shall not be present or represented at any
        meeting of the shareholders, the shareholders entitled to vote thereat,
        present in person or by proxy, shall have power to adjourn the meeting
        from time to time, without notice other than announcement at the
        meeting, until the requisite amount of voting stock shall be present. At
        such adjourned meeting at which a quorum shall be present in person or
        by proxy, any business may be transacted that might have been transacted
        at the meeting as originally called.

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2.6     At every meeting of the shareholders, including meetings of shareholders
        for the election of directors, any shareholder having the right to vote
        shall be entitled to vote in person or by proxy, but no proxy shall be
        voted after eleven months from its date unless said proxy provides for a
        longer period. Each shareholder shall have one vote for each share of
        stock having voting power, registered in his name on the books of the
        Corporation. If a quorum is present, the affirmative vote of the
        majority of the shares represented at the meeting and entitled to vote
        on the subject matter shall be the act of the shareholders, except as
        otherwise provided by law, by the Articles of Incorporation or by these
        Bylaws.

2.7     Whenever the vote of shareholders at a meeting thereof is required or
        permitted to be taken in connection with any corporate action, the
        notice of the meeting, the meeting and vote of the shareholders may be
        dispensed with, if all of the shareholders who would have been entitled
        to vote upon the action if such meeting were held shall consent in
        writing to such corporate action being taken.


                                 ARTICLE  THREE

                                   DIRECTORS

3.1     Except as may be otherwise provided by any legal agreement among
        shareholders, or by the Articles of Incorporation, or by these Bylaws,
        the property, business and affairs of the Corporation shall be managed
        under the direction of its Board of Directors. In addition to the powers
        and authority by these Bylaws expressly conferred upon it, the Board of
        Directors may exercise all such powers of the Corporation and do all
        such lawful acts and things as are not by law, by any legal agreement
        among shareholders, by the Articles of Incorporation or by these Bylaws
        directed or required to be exercised or done by the shareholders.

3.2     The Board of Directors shall consist of an odd number of members, and
        shall consist of at least nine members, the precise number to be fixed
        by resolution of the directors from time to time. Except as specifically
        noted below or in the Articles of Incorporation, each director (whether
        elected at an annual meeting of shareholders or otherwise) shall hold
        office until the annual meeting of shareholders held next after his
        election and until a qualified successor shall be elected, or until his
        earlier death, resignation, incapacity to serve or removal. Directors
        need not be shareholders. Outside directors shall not be considered to
        be employees even though they are compensated for their services.
        Outside directors may be compensated as determined from time to time by
        resolution of the Board of Directors. No person shall serve as a
        director until he reaches the age of 25 or after he reaches the age of
        75.

3.3     If any vacancy shall occur among the directors by reason of death,
        removal, resignation, incapacity to serve, increase in the authorized
        number of directors, removal, or otherwise,

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        the remaining directors shall continue to act, and such vacancies may be
        filled, subject to the requirements of the Articles of Incorporation,
        for the unexpired term, in the case of a Preferred Director vacancy, by
        a majority of the holders of a majority of the Preferred Stock, and in
        the case of a Common Director vacancy, by a majority of the remaining
        Common Directors, in either case, though less than a quorum, and, if not
        theretofore filled by such action, may be filled by the shareholders at
        any meeting held during the existence of such vacancy subject to the
        requirements of the Articles of Incorporation. Notwithstanding the
        foregoing, in the event there is a vacancy in the position of "Swing
        Director" (as defined in the Articles of Incorporation), the Preferred
        Directors shall maintain their right to approve the person nominated to
        fill such vacancy, which approval shall not be unreasonably withheld. A
        director may resign at any time and acceptance of his resignation shall
        not be necessary to make it effective. Such resignation shall take
        effect at the time stated.

3.4     Directors who are also employees of the Corporation, and directors who
        are also holders of Preferred Stock shall not be allowed additional
        compensation (in addition to their regular employment compensation) for
        attendance at regular or special meetings of the Board of Directors or
        of any special or standing committees thereof.


                                  ARTICLE FOUR

                                   COMMITTEES

4.1(a)  The Board of Directors, by resolution adopted by a three-quarters
        majority of the entire Board, may designate an Executive Committee (and
        other committees) of not fewer than two directors, and shall designate a
        chairman. The Executive Committee shall include the Chief Executive
        Officer (or, only if there are more Preferred Directors on the Board
        than Common Directors, one of the Common Directors) and one of the
        Preferred Directors, and such other directors as may be selected by
        majority vote of the Board of Directors; provided, however, no action of
        the Executive Committee shall be taken without the affirmative vote of
        the Chief Executive Officer (or such Common Director, as applicable) and
        such Preferred Director. The Chairman of the Board and the Chief
        Executive Officer shall be ex-officio members of the other committees,
        which shall have and may exercise such powers as delegated to it by the
        Board of Directors in the management of the property, business and
        affairs of the Corporation, except the powers denied to the Executive
        Committee by these Bylaws.

4.1(b)  The Board shall have power at any time by a three-quarters majority vote
        of the entire Board of Directors to remove any member of any committee,
        including the Executive Committee, with or without cause, and to fill
        vacancies in and to dissolve the Executive Committee.

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4.1(c)  Each member of the Executive Committee shall hold office until the first
        meeting of the Board of Directors after the annual meeting of
        shareholders next following his election and until his successor member
        of the Executive Committee is elected, or until his death, resignation
        or removal, or until he shall cease to be a director.

4.1(d)  During the intervals between the meetings of the Board of Directors, the
        Executive Committee may exercise all of the powers of the Board of
        Directors in the management of property, business, and affairs of the
        Corporation, including all powers herein or in the Articles of
        Incorporation specifically granted to the Board of Directors, and may
        authorize the seal of the Corporation to be affixed to all papers which
        may require it; provided, however, that the Executive Committee shall
        not have authority as to the following matters:

        (1)  The voluntary dissolution of the Corporation or a revocation of any
             such voluntary dissolution;

        (2)  The merger or consolidation of the Corporation;

        (3)  The sale, lease or exchange of 25% or more of the Corporation's
             operating assets in a single transaction or series of related
             transactions;

        (4)  The recommendation to the shareholders of any amendment to the
             Articles of Incorporation;

        (5)  The removal of Directors or the filling of vacancies on the Board;

        (6)  The designation of any committee of Directors or the filling of any
             vacancies in any such committee;

        (7)  The fixing of compensation of the Directors for serving on the
             Board or any committee of Directors;

        (8)  The amendment or repeal of these Bylaws, or the adopting of new
             Bylaws;

        (9)  The amendment or repeal of any resolution of the Board which by its
             terms shall not be so amendable or repealable;

        (10) The declaration or authorization of the payment of any dividend in
             cash, property or stock, except with respect to any dividends
             payable with respect to Preferred Stock;
 

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        (11) Any action which, by virtue of the Articles of Incorporation or any
             agreement with the Corporation, must be taken by a vote of the
             Common Directors or the Preferred Directors.

        (12) Such other matters as a three-fourths majority of the Board shall
             assign to another committee of the Board or reserve to the Board
             itself.

4.1(e)  The Executive Committee shall meet from time to time on call of the
        Chairman of the Board or the Chief Executive Officer (or, only if there
        are more Preferred Directors on the Board than Common Directors, by one
        Common Director), or of any two or more members of the Executive
        Committee. Meetings of the Executive Committee may be held at such place
        or places within or without the State of Georgia, as the Executive
        Committee shall determine or as may be specified or fixed in the
        respective notices or waivers of such meetings. The Executive Committee
        may fix its own rules of procedure including provision for notice of its
        meetings. It shall keep a record of its proceedings and shall report
        these proceedings to the Board of Directors at the meeting thereof held
        next after they have been taken, and all such proceedings shall be
        subject to revision or alteration by the Board of Directors, except
        where action shall have been taken by the Corporation or third parties
        have relied upon such proceedings before such revision or alteration.

4.1(f)  The Executive Committee shall act by majority vote of its members,
        subject to the requirements of Section 4.1(a).

4.1(g)  The Board of Directors, by resolution adopted in accordance with
        paragraph (a) of this section, may designate one or more directors as
        alternate members of any such committee, who may act in the place and
        stead of any absent member or members at any meeting of such committee.


                                  ARTICLE FIVE

                       MEETINGS OF THE BOARD OF DIRECTORS

5.1     The Board of Directors shall hold at least four regular meetings each 
        year.

5.2     Regular meetings of the Board of Directors may be held without notice at
        such time and place (within or without the State of Georgia) as shall
        from time to time be determined by the Board of Directors.

5.3     Special meetings of the Board of Directors may be called by the Chairman
        of the Board or the Chief Executive Officer on not less than two days
        notice by mail, telephonically, via facsimile, or by telegram, cablegram
        or personal delivery to each director and shall be

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        called by the Chairman of the Board, the Chief Executive Officer, or the
        Secretary in like manner and on like notice on the written request of a
        majority of directors. In addition, up to one special meeting of the
        Board of Directors in each fiscal year may be called by at least one-
        third of the Preferred Directors in like manner and on like notice.
        Special meetings of the Common Directors shall be called by the Chairman
        of the Board, the Chief Executive Officer, or the Secretary, in like
        manner and on like notice on the written request of at least one-half of
        the Common Directors. Special meetings of the Preferred Directors shall
        be called by the Chairman of the Board, the Chief Executive Officer, or
        the Secretary, in like manner and on like notice on the written request
        of at least one-half of the Preferred Directors. Any such special
        meeting shall be held at such time and place (within or without the
        State of Georgia) as shall be stated in the notice of the meeting.

5.4     Notice of any special meeting of the Board of Directors, the Common
        Directors, or the Preferred Directors, shall state the purposes thereof.

5.5     At all meetings of the Board of Directors, the presence of a majority of
        the authorized number of directors (and with respect to meetings of the
        Common Directors and Preferred Directors, a majority of such directors
        then in office) shall be necessary and sufficient to constitute a quorum
        for the transaction of business. 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 (or the Common Directors or the Preferred
        Directors, as applicable), except as may be otherwise specifically
        provided by law, by the Articles of Incorporation or by these Bylaws. In
        the absence of a quorum at any such meeting, a majority of the directors
        present at any meeting may adjourn the meeting from time to time until a
        quorum be present. Notice of any adjourned meeting need only be given by
        announcement at the meeting at which the adjournment is taken.

5.6     Action by Consent. Any action required or permitted to be taken at a
        meeting of the Board of Directors or of any committee thereof, or by the
        Common Directors, or by the Preferred Directors, may be taken without a
        meeting if written consent setting forth the action so taken shall be
        signed by all the Directors, or all the members of the committee, or all
        Common Directors, or all Preferred Directors, as the case may be, and be
        filed with the minutes of the proceedings of the Board of Directors or
        such committee. Such consent shall have the same force and effect as a
        unanimous vote.

5.7     Action by Telephone Conference Call. Members of the Board of Directors,
        or any committee designated by the Board of Directors, or the Common
        Directors, or the Preferred Directors, may participate in a meeting of
        the Board or such committee, or a meeting of the Common Directors or the
        Preferred Directors, as the case may be, by means of conference
        telephone or similar communications equipment by means of which all
        persons participating in the meeting can hear each other and
        participation in a meeting pursuant to this section shall constitute
        presence in person at such meeting.

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5.8     Directors may not vote by proxy at a meeting of the Board, the Common
        Directors, or the Preferred Directors, and each director shall have one
        vote on each question.


                                  ARTICLE SIX

                                    OFFICERS

6.1     The Board of Directors at its first meeting after each annual meeting of
        shareholders shall elect by a majority vote a Chairman of the Board, a
        President, a Secretary and a Treasurer. The Board at its first such
        meeting shall also designate by a majority vote a Chief Executive
        Officer. The Executive Committee or any member of the Board may from
        time to time nominate to the Board of Directors other officers including
        one or more Executive Vice Presidents, one or more Senior Vice
        Presidents, one or more Vice Presidents, one or more Assistant Vice
        Presidents, one or more Assistant Treasurers, and one or more Assistant
        Secretaries and such other officers as the Executive Committee or
        members of the Board shall deem necessary. The Board of Directors shall
        elect any or all of such other officers from such nominations and such
        other officers shall hold their offices for such terms as shall be
        determined by the Board of Directors and shall exercise such powers and
        perform such duties as shall be determined from time to time by the
        Board of Directors. Officers may be elected and any vacancies may be
        filled by election at any meeting of the Board. The Chief Executive
        Officer shall have the authority to appoint such Assistant Secretaries
        and Assistant Treasurers as he may deem necessary, subject to
        ratification at the next regularly scheduled meeting of the Board.

6.2     Any person may hold any two or more offices, except that no person may
        hold both the offices of President and Secretary. No officer need be a
        shareholder.

6.3     The total compensation of all the officers of the Corporation shall be
        fixed by the Board of Directors. The Board may delegate to a committee
        of directors the power to fix or approve the total compensation of
        officers. No person who is also a director shall vote as a director or
        member of a committee in the determination of the amount of compensation
        payable to him.

6.4     Each officer of the Corporation shall hold office until his successor is
        chosen or until his earlier resignation, death or removal, or the
        termination of his office. Notwithstanding any powers or authority given
        to the Executive Committee, the Chairman of the Board, the Chief
        Executive Officer, the President, the Secretary and the Treasurer may be
        removed only by the Board of Directors. Any other officer may be removed
        by the Board or by the Executive Committee. Any such removal by the
        Board or by the Executive Committee may be with or without cause. An
        officer may resign at any time and acceptance of the resignation shall
        not be necessary to make it effective. Such resignation shall take
        effect at the time stated.

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                             CHAIRMAN OF THE BOARD

6.5     The Board shall elect a Chairman of the Board by a majority vote from
        their members at the first board meeting subsequent to the annual
        meeting of shareholders. He shall call, or shall direct the Secretary to
        call, all regular meetings of the Board and shareholders and shall
        preside at such meetings and perform such other duties as these Bylaws
        or the Board may prescribe. He shall be ex-officio a member of all Board
        committees. The Board of Directors at any time and from time to time may
        elect by a majority vote an Acting Chairman or a Temporary Chairman of
        the Board. The Acting Chairman or Temporary Chairman shall have the
        powers and perform the duties of the Chairman while acting in that
        capacity.

                     DUTIES OF THE CHIEF EXECUTIVE OFFICER

6.6(a)  The Chief Executive Officer shall have general and active supervision
        and control of the property, business and affairs of the Corporation.

6.6(b)  Without limiting the generality of the foregoing, the Chief Executive
        Officer shall:

        (1)  Have authority to designate, appoint, and remove, with or without
             cause, any agent or employee of the Corporation, but he shall have
             no authority to appoint or remove any director or any officer
             elected by the Board of Directors, except as provided in Section
             6.1;

        (2)  See that all resolutions, orders and directives of the Board are
             carried into effect;

        (3)  Be an ex-officio member of all committees of the Board;

        (4)  Keep the Board and any committees of the Board fully informed as to
             the affairs of the Corporation and shall freely consult them
             concerning the affairs of the Corporation;

        (5)  Have authority to sign, execute and deliver, with any other
             appropriate officer (if required), corporate instruments of
             conveyance, instruments of indebtedness and obligation (including
             bonds), and contracts and other instruments and documents which may
             be authorized by the Board, except in cases where the signing,
             execution, or delivery thereof shall have been delegated by these
             Bylaws or by the Board to some other officer or agent of the
             Corporation, or shall be required by law otherwise to be signed,
             executed or delivered; and

        (6)  Perform all duties incident to the office of the Chief Executive
             Officer as are specifically imposed upon him by law and such other
             duties as the Board may prescribe from time to time.

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                            DUTIES OF THE PRESIDENT

6.7(a)  The President shall have those duties assigned to him from time to time
        by the Board of Directors. In the event of the death or disability of
        the Chairman of the Board or the Chief Executive Officer, or when
        specifically authorized by the Board of Directors, the President shall
        have the powers and perform the duties of the Chairman of the Board
        and/or the Chief Executive Officer.

6.7(b)  Without limiting the generality of the foregoing, the President shall:

        (1)  Direct, administer and coordinate the activities of the Corporation
             in accordance with policies, goals, and objectives established by
             the Chief Executive Officer and the Board of Directors, and assist
             the Chief Executive Officer in the development of corporate
             policies and goals that cover Corporation operations, personnel,
             financial performance and growth;

        (2)  Direct corporate operations to achieve budgeted profit results and
             other financial criteria;

        (3)  Direct the development and preparation of short-term plans and
             budgets based upon the broad corporate goals and growth objectives
             and recommends their adoption to the Chief Executive Officer and
             Board of Directors;

        (4)  Develop and maintain a sound plan of Corporate organization and
             establish policies to insure adequate management development and to
             provide for capable management successions;

        (5)  Direct the development and installation of corporate procedures and
             controls to maintain communication and adequate flow of information
             and to maintain adequate management control and direction of the
             enterprise;

        (6)  Develop and establish corporate operating policies consistent with
             the Chief Executive Officer's broad policies and objectives and
             ensure the adequate execution thereof;

        (7)  Appraise and evaluate the results of overall operations regularly
             and systematically and report these results to the Chief Executive
             Officer and Board of Directors;

        (8)  Direct the development and establishment of adequate and equitable
             personnel policies, salary administration policies, and employee
             benefit plans throughout the Corporation;

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        (9)  Assume other special activities and responsibilities from time to
             time as directed by the Chief Executive Officer; and

        (10) Perform all duties incident to the office of President as are
             specifically imposed upon him by law and such other duties the
             Board may prescribe from time to time.


                                VICE PRESIDENTS

6.8(a)  The Vice Presidents shall perform such duties as are generally performed
        by vice presidents. One or more Vice Presidents may be designated as an
        Executive Vice President. The Vice Presidents shall perform such other
        duties and exercise such other powers as the Board of Directors, the
        Chief Executive Officer, or the President shall request or delegate. The
        Assistant Vice Presidents shall have such powers, and shall perform such
        duties, as may be prescribed from time to time by the Board of
        Directors, the Chief Executive Officer, or the President.

6.8(b)  In the absence of the President, or in the event of his death or
        inability to act, the powers, duties and functions of his office shall
        be temporarily performed and exercised by the Chief Executive Officer.
        If the office of Chief Executive Officer is vacant, then one or more of
        the Vice Presidents as prescribed or directed by the Board shall assume
        such powers, duties and functions and when acting in such capacity the
        Chief Executive Officer or such Vice President(s) shall be subject to
        all restrictions upon the President.

                                   SECRETARY

6.9(a)  The Secretary shall attend all sessions of the Board of Directors and
        all meetings of the shareholders and record all votes and the minutes of
        all proceedings in books to be kept for that purpose and shall perform
        like duties for the Board committee when required. He shall give, or
        cause to be given, any notice required to be given, or cause to be
        given, any notice required to be given of any meetings of the
        shareholders and of the Board of Directors, and shall perform such other
        duties as may be prescribed by the Board of Directors, the Chief
        Executive Officer, or the President. The Assistant Secretary or
        Assistant Secretaries shall, in the absence or disability of the
        Secretary, or at his request, perform his duties and exercise his powers
        and authority.

6.9(b)  He shall assure that minutes of all Board, committee or shareholders
        meetings shall be reported as outlined above and submitted in final form
        to the proper parties in due course after meetings of the Board,
        committees or shareholders.

6.9(c)  He shall maintain custody of the seal of the Corporation and see that it
        is affixed to all corporate documents required to be executed under
        seal.

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6.9(d)  He shall have custody of the general records and documents of the
        Corporation other than those required to be kept in the custody of the
        Treasurer and/or the Controller, pursuant to any directive of the Board,
        the Chief Executive Officer, or the President consistent with these
        Bylaws.

                                   TREASURER

6.10(a) 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
        monies or other valuable effects, in such banks, trust companies or
        other depositories as shall, from time to time, be selected by the Board
        or the Chief Executive Officer,.

6.10(b) He shall keep accurate records of same and keep the Chief Executive
        Officer, the President and the Board fully informed as to all matters
        relating to the business and affairs of the Corporation for which he is
        responsible.

6.10(c) He shall render to the Chief Executive Officer, the President and the
        Board of Directors, whenever requested, an account of the financial
        condition of the Corporation.

6.10(d) In general, he shall perform all duties incident to the office of a
        Treasurer of a Corporation, and such other duties as may be assigned to
        him by the Board of Directors, the Chief Executive Officer, or the
        President.

                               ABSENCE OF OFFICER

6.11    In case of the absence of any officer of the Corporation, or for any
        other reason that the Board of Directors may deem sufficient, the Board
        of Directors may by a majority vote delegate, for the time being, any or
        all of the powers or duties of such officer to any officer or to any
        director pursuant to the requirements of these Bylaws.


                                 ARTICLE SEVEN

                                 CAPITAL STOCK

7.1     The interest of each shareholder shall be evidenced by a certificate or
        certificates representing shares of stock of the Corporation which shall
        be in such form as the Board of Directors may from time to time adopt
        and shall be numbered and shall be entered in the books of the
        Corporation as they are issued. Each certificate shall exhibit the
        holder's name, the number of shares and class of shares and series, if
        any represented thereby, a statement that the Corporation is organized
        under the laws of the State of Georgia, and the par value of each share
        or a statement that the shares are without par value. Each

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        certificate shall be signed by the President or a Vice President and the
        Treasurer or an Assistant Treasurer or the Secretary or an Assistant
        Secretary and shall be sealed with the seal of the Corporation;
        provided, however that where such certificate is signed by a transfer
        agent, or by a transfer clerk acting on behalf of the Corporation, and a
        registrar, the signature of any such officer and such seal may be
        facsimile. In case any officer or officers who shall have signed, or
        whose signature or signatures shall have been used on, any such
        certificate or certificates shall cease to be such officer or officers
        of the Corporation, whether because of death, resignation or otherwise,
        whether because of death, resignation or otherwise, before such
        certificate or certificates shall have been delivered by the
        Corporation, such certificate or certificates may nevertheless be
        delivered as though the person or persons who signed such certificates
        or whose facsimile signatures shall have been used thereon had not
        ceased to be such officer or officers.

7.2     The Corporation shall keep a record of the shareholders of the
        Corporation which readily shows, in alphabetical order or by
        alphabetical index, and by classes of stock, if there be more than one
        class, the names of the shareholders entitled to vote, with the address
        of, and the number of shares held by each, the date on which the
        certificate was issued and the date on which the certificate was
        canceled, if such be the case. Said record shall be made available at
        all meetings of the shareholders.

7.3(a)  Transfers of stock shall be made on the books of the Corporation only by
        the person named in the certificate or by his legal representative, or
        by an agent or his attorney duly constituted in writing, and upon
        surrender of the certificate therefor, or in the case of a certificate
        alleged to have been lost, stolen or destroyed, upon compliance with the
        provisions of Section 7.7 of these Bylaws.

7.3(b)  The Board may make or authorize the making of additional rules and
        regulations consistent with law and these Bylaws, which it may deem
        expedient for the issue, transfer and registration or transfer of
        securities of the Corporation.

7.4(a)  For the purpose of determining shareholders entitled to notice of or to
        vote at any meeting of shareholders or any adjournment thereof, or
        entitled to receive payment of any dividend, or in order to make a
        determination of shareholders for any other proper purpose, the Board of
        Directors may provide that the stock transfer books shall be closed for
        a stated period but not to exceed fifty days. If the stock transfer
        books shall be closed for the purpose of determining shareholders
        entitled to notice of or to vote at a meeting of shareholders, such
        books shall be closed for at least ten days immediately preceding such
        meeting.

7.4(b)  In lieu of closing the stock transfer books, the Board of Directors may
        fix in advance a date as the record date for any such determination of
        shareholders, such date to be not more than fifty days, and in case of a
        meeting of shareholders, not less than ten days, prior 

                                       13
<PAGE>
 
        to the date on which the particular action, requiring such determination
        of shareholders, is to be taken.

7.5     The Corporation shall be entitled to treat the holder of any share of
        stock of the Corporation as the person entitled to vote such share, to
        receive any dividend or other distribution with respect to such share,
        and for all other purposes and accordingly shall not be bound to
        recognize any equitable or other claim to or interest in such share on
        the part of any other person, whether or not it shall have express or
        other notice thereof, except as otherwise provided by law.

7.6     The Board of Directors may appoint one or more transfer agents and one
        or more registrars and may require each stock certificate to bear the
        signature or signatures of a transfer agent or a registrar or both.

7.7     Any person claiming a certificate of stock to be lost, stolen or
        destroyed shall make an affidavit or affirmation of the fact in such
        manner as the Board of Directors may require and shall, if the directors
        so require, give the Corporation a bond of indemnity in form and amount
        and with one or more sureties satisfactory to the Board of Directors,
        whereupon an appropriate new certificate may be issued in lieu of the
        one alleged to have been lost, stolen or destroyed.


                                 ARTICLE EIGHT

                    PROVISIONS RELATING TO PREFERRED STOCK;
                               SUBORDINATED NOTE

8.1     The holders of the Preferred Stock, or any affiliate thereof, may enter
        into contractual relationships with the Corporation only upon approval
        by a majority of the Common Directors; provided, that the foregoing
        shall not limit the rights of either the holders of Preferred Stock or
        the Preferred Directors under Section VI,D,4(b) of the Articles of
        Incorporation.

8.2     Benchmarks shall be determined in accordance with the procedures set out
        in the attached Exhibit A.

8.3     As used in the Articles of Incorporation and these Bylaws, a "Preferred
        Stock Event" shall mean the occurrence of any of the following: (1) the
        Corporation fails to meet 80% of its quarterly Benchmarks in any four
        consecutive fiscal quarters commencing with third quarter, 1997; (2) the
        Corporation fails for the four fiscal quarters ended June 30, 1998, to
        meet 70% of its cumulative Benchmarks in such four fiscal quarters; (3)
        the Corporation fails for the four fiscal quarters ended September 30,
        1998, to meet 72.5% of its cumulative Benchmarks in such four fiscal
        quarters; (4) the Corporation fails for the 

                                       14
<PAGE>
 
        four fiscal quarters ended December 31, 1998, to meet 75% of its
        cumulative Benchmarks in such four fiscal quarters; (5) the Corporation
        fails for the four fiscal quarters ended March 31, 1999, to meet 77.5%
        of its cumulative Benchmarks in such four fiscal quarters; (6) the
        Corporation fails to meet 80% of its cumulative Benchmarks in any four
        consecutive fiscal quarter period ending on or after June 30, 1999; or
        (7) the Corporation fails to make timely cash dividend payments on the
        Preferred Stock for any six fiscal quarters.

8.4     As used in the Articles of Incorporation and these Bylaws, a "Cure
        Event" shall occur whenever, subsequent to the occurrence of a Preferred
        Stock Event, the Corporation achieves ninety percent (90%) of its
        cumulative Benchmarks for any four consecutive fiscal quarters. A Cure
        Event may only occur once.

8.5     The form of "Subordinated Note" (as defined in the Articles of
        Incorporation) is attached as Exhibit B.
                                      --------- 

8.6     So long as any shares of Preferred Stock remain outstanding, this
        Article Eight may only be amended by the affirmative vote of a majority
        of the holders of the Common Stock and the holders of the Preferred
        Stock, each voting separately as a class.


                                  ARTICLE NINE

                                 MISCELLANEOUS

                                      SEAL

9.1     The corporate seal shall be in such form as the Board of Directors may
        from time to time determine. In the place of the corporate seal, the
        words "Corporate Seal" within brackets may be used, and shall have the
        same legal effect as use of the corporate seal.

                               ANNUAL STATEMENTS

9.2     Not later than four months after the close of each fiscal year, and in
        any case prior to the next annual meeting of shareholders, the
        Corporation shall prepare:

       (1)  A balance sheet showing in reasonable detail the financial condition
            of the Corporation as of the close of its fiscal year; and

       (2)  A profit and loss statement showing the results of its operation
            during its fiscal year. Upon written request, the Corporation
            promptly shall mail to any shareholder of record a copy of the most
            recent such balance sheet and profit and loss statement.

                                       15
<PAGE>
 
                                INDEMNIFICATION

9.3     Each person who is or was or had agreed to become a director or officer
        of the Corporation, and each such person who is or was serving or who
        had agreed to serve at the request of the Board or an officer of the
        Corporation as a director or officer of another corporation,
        partnership, joint venture, trust, limited liability company or other
        enterprise (including the heirs, executors, administrators or estate of
        such person), shall be indemnified by the Corporation to the fullest
        extent permitted by the Georgia Business Corporation Code or any other
        applicable laws as such Code and such laws may be amended from time to
        time. No amendment, modification or repeal of this Section shall
        adversely affect any right or protection of a director or officer that
        exists at the time of such amendment, modification or repeal. The
        Corporation shall advance funds to pay for or reimburse the reasonable
        expenses incurred by a director or officer who is entitled to
        indemnification hereunder to the fullest extent permitted by the Georgia
        Business Corporation Code or any other applicable laws as such Code and
        such laws may be amended from time to time, provided that such director
        or officer complies with O.C.G.A Section 14-2-853 (or any successor
        statute thereto).

9.4     Use in these Bylaws of words of inclusion shall not be construed as
        terms of limitation, so that references to "included" matters shall be
        regarded as non-exclusive, non-characterizing illustrations.


                            FAIR PRICE REQUIREMENTS

9.5     The provisions of Article 11, Part 2 of the Georgia Business Corporation
        Code, as amended, shall apply to the business and affairs of the
        Corporation unless and until this provision is repealed in accordance
        with the Code and these Bylaws.

               BUSINESS COMBINATIONS WITH INTERESTED SHAREHOLDERS

9.6     The provisions of Article 11, Part 3 of the Georgia Business Corporation
        Code, as amended, shall apply to the business and affairs of the
        Corporation unless and until this provision is repealed in accordance
        with the Code and these Bylaws.


                                  ARTICLE TEN

                           NOTICES; WAIVERS OF NOTICE

10.1    Except as otherwise specifically provided in these Bylaws, whenever
        under the provisions of these Bylaws notice is required to be given to
        any shareholder, director or officer, it 

                                       16
<PAGE>
 
        shall not be construed to mean only personal notice, but such notice may
        also be given by mail by depositing the same in the post office or
        letter box in a postpaid sealed envelope, or telegram or cablegram,
        addressed to such shareholder, officer or director at such address as
        appears on the books of the Corporation, or telephonically or by
        facsimile, and such notice shall be deemed to be given at the time when
        the same shall be thus personally delivered, mailed, verbally
        communicated by telephone or sent.

10.2    When any notice whatsoever is required to be given by law, by the
        Articles of Incorporation or by these Bylaws, a waiver thereof by the
        person or persons entitled to said notice given before or after the time
        stated therein, in writing, which shall include a waiver given by
        telegraph, or cable, shall be deemed equivalent thereto. No notice of
        any meeting need be given to any person who shall attend such meeting.


                                 ARTICLE ELEVEN

                                   AMENDMENTS

11.1    Except as otherwise provided in these Bylaws, the Bylaws of the
        Corporation may be altered, amended or repealed and new Bylaws may be
        adopted by three-fourths majority vote of all of the members of the
        Board of Directors at any regular or special meeting of the Board of
        Directors. Such power and authority of the Board of Directors to alter,
        amend, repeal or adopt Bylaws shall extend to any and all subject matter
        contained in the Bylaws at any time, subject only to the limitations
        contained in the Georgia Business Corporation Code. The Shareholders may
        also alter, amend or repeal the Corporation's Bylaws, or adopt new
        Bylaws, by a majority vote of the holders of the Common Stock and
        Preferred Stock, each voting separately as a class, even though the
        Bylaws may also be amended or repealed by the Board of Directors as
        stated above.


                                 ARTICLE TWELVE

                        ENGINEER IN RESPONSIBLE CHARGE

12.1    Where required by state law, the Corporation shall maintain a currently
        registered Civil Engineer or other registered Professional Engineer in
        each branch office or state where such practice is performed who shall
        be designated in responsible charge of all practice of Professional
        Engineering. The registrant shall have full authority for the
        Corporation with regard to all Professional Engineering decisions and
        projects performed in said branch office or state.

                                       17
<PAGE>
 
                              EXHIBIT A TO BYLAWS
                              -------------------

                      PROCEDURE FOR DETERMINING BENCHMARKS
                      ------------------------------------


1.      The Benchmarks for the Corporation's fiscal years 1997 through 2000 are 
        attached hereto as Schedule 1.
                           ---------- 

2.      Before December 31, 2000, a majority of the entire Board shall approve
        quarterly Benchmarks for the period ending December 31, 2003.
        Thereafter, so long as the Preferred Stock is outstanding, the Board
        shall approve quarterly Benchmarks for each succeeding full three-year
        period. The Benchmarks shall be approved by the affirmative vote of a
        majority of the Directors. In the event the Directors cannot agree on
        appropriate Benchmarks for any period after December 31, 2000, the
        disagreement shall be submitted to arbitration under the commercial
        arbitration rules of the American Arbitration Association. The exclusive
        location for such arbitration shall be Atlanta, Georgia, and all matters
        shall be decided under Georgia law.

3.      In all cases, measurements of the Corporation's actual net income, as
        reported (in future quarters, starting with the third quarter of
        calendar 1997) in accordance with generally accepted accounting
        principles, applied on a consistent basis, shall, prior to measurement
        against the Benchmarks, be adjusted for (and shall exclude any effect
        of) the following: (i) amortization of financing costs (over and above
        amounts already assumed in the Benchmarks); (ii) changes in tax laws or
        regulations which increase or decrease the tax rate, (iii) taxes
        resulting from repatriation or deemed repatriation of foreign income
        earned prior to the issuance of the Preferred Stock; (iv) any loss with
        respect to write-offs of leases or subleases, and expenses incurred in
        connection with subleasing any unused or underutilized property; (v) any
        gain or loss with respect to the sale of any real estate or leasehold
        interest; (vi) any severance or salary continuance payments or other
        obligations with respect to terminated employees; (vii) any impairment
        in long-lived asset value as set forth in Statement of Financial
        Accounting Standards No. 121; and (viii) any amounts paid pursuant to
        the Corporation's indemnification obligations under that certain
        Securities Purchase Agreement dated March 21, 1997.

<PAGE>
<TABLE>
<CAPTION>

                       SCHEDULE 1 TO EXHIBIT A TO BYLAWS
--------------------------------------------------------------------------------
LAW COMPANIES GROUP, INC.
FORECASTED QUARTERLY BENCHMARK NET INCOME - 1997 THROUGH 2000
($ IN $000'S)

              ----------------------------------------------------------------------------------------------------------------
                         1997                        1998                        1999                        2000
              ----------------------------------------------------------------------------------------------------------------
                 Q1    Q2    Q3      Q4     Q1     Q2     Q3     Q4     Q1     Q2     Q3     Q4     Q1     Q2     Q3     Q4     
              ----------------------------------------------------------------------------------------------------------------
<S>           <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C> 
BENCHMARK NET INCOME        1,286  1,464  1,676  2,057  1,981  1,905  2,210  2,713  2,612  2,512  2,647  3,245  3,128  3,008

</TABLE> 
 

                                       18
<PAGE>
 
                              EXHIBIT B TO BYLAWS
                              -------------------

                                PROMISSORY NOTE
                                ---------------

$____________                                                             [DATE]

        FOR VALUE RECEIVED, LAW COMPANIES GROUP, INC., a Georgia corporation
(hereinafter referred to as "Maker") promises to pay to the order of
____________________, a ________ _______________ (hereinafter referred to as
"Holder"), the principal sum of ___________________________________
_________________________ ($__________) in legal tender of the United States of
America for the debts and dues, public and private with interest on the unpaid
principal balance thereof until paid from the date hereof at the rate of ____
[five and one-half percent (5.5%) above the yield on five (5) year treasury
notes in effect as of [date noted above]], per annum, said interest to be due
and payable on the last day of each calendar quarter, beginning ____________,
____ and the principal payable as follows: [IF ISSUED PURSUANT TO SECTION V,F,1
OF THE RESTATED ARTICLES OF INCORPORATION OF MAKER (THE "ARTICLES"), ONE-THIRD
OF THE PRINCIPAL AMOUNT ON [DATE NOTED ABOVE]; ONE-THIRD OF THE PRINCIPAL AMOUNT
ON THE FIRST ANNIVERSARY OF THE DATE HEREOF; AND THE ENTIRE UNPAID BALANCE PLUS
ACCRUED INTEREST ON THE SECOND ANNIVERSARY OF THE DATE HEREOF] OR [ IF ISSUED
PURSUANT TO SECTION V,F,2 OF THE ARTICLES, ONE THIRD OF THE PRINCIPAL AMOUNT ON
THE SEVENTH ANNIVERSARY OF THE "ORIGINAL ISSUE DATE"(AS DEFINED IN THE
ARTICLES); ONE THIRD OF THE PRINCIPAL AMOUNT ON THE EIGHTH ANNIVERSARY OF THE
ORIGINAL ISSUE DATE; AND THE ENTIRE UNPAID BALANCE PLUS ACCRUED INTEREST ON THE
NINTH ANNIVERSARY OF THE ORIGINAL ISSUE DATE.]

        Principal and interest are payable at ___________________________, or at
such other place as Holder hereof may designate in writing.

        Should any installment of interest or principal not be paid when due,
the entire unpaid principal sum evidenced by this Note, with all accrued
interest, shall, at the option of Holder, and upon ten (10) days written notice
to the undersigned Maker, become due and may be collected forthwith. It is
further agreed that failure of Holder to exercise this right of accelerating the
maturity of the debt, or indulgence granted from time to time, shall in no event
be considered as a waiver of such right of acceleration or stop Holder from
exercising such right.

        The indebtedness evidenced by this Note represents a primary obligation
of Law Companies Group, Inc. and shall be subject to the subordination
provisions set forth in Annex A, which is attached hereto and incorporated
                        -------                                           
herein by reference.

        Amounts due hereunder may be prepaid at any time without premium or
penalty.  Time is of the essence of this Note, and except as otherwise provided
herein, demand, protest, notice of demand, protest and non-payment, and all
other notices whatsoever, are hereby waived by Maker.

        This Note shall be governed by, and construed in accordance with, the
laws of the State of Georgia and any action brought under the terms of this
Promissory Note shall be brought in the courts of Georgia.

                                       19
<PAGE>
 
        Neither this Note nor any rights thereunder may be assigned by Holder
without the written consent of Maker.

        Should any installment of interest or principal not be paid when due, or
should Maker otherwise be in material default under the terms of this Note,
Holder shall have the right to notify Maker in writing of such failure to timely
pay or other material default (a "Default"), and Maker shall have fifteen (15)
days after receipt of such notice to cure such Default.  If Maker fails to cure
such Default within said (15) day period, then the entire unpaid principal sum
evidenced by this Note, with all accrued interest, shall, at the option of
Holder, and upon ten (10) days written notice to the undersigned Maker, become
due and may be collected forthwith.  It is further agreed that failure of Holder
to exercise this right of accelerating the maturity of the debt, or indulgence
granted from time to time, shall in no event be considered as a waiver of such
right of acceleration or stop Holder from exercising such right.  In addition,
commencing on the date a Default occurs hereunder, regardless of whether there
has been an acceleration of the indebtedness evidenced hereby, until such
Default is cured, interest shall accrue on the outstanding principal balance of
this Note at an interest rate which is two percent (2%) above the interest rate
that would be in effect hereunder absent such Default.

        IN WITNESS WHEREOF, Maker has executed this Note and has caused its seal
to be affixed hereunto, all by its duly authorized officers, as of the date
first above written.

                                         LAW COMPANIES GROUP, INC.


                                         By:   _________________________________
                                         Title:     ____________________________

                                       20
<PAGE>
 
                                    ANNEX A

                              Subordination Terms
                              -------------------

        All indebtedness evidenced by this Note is hereby subordinated and made
junior in right of payment to all indebtedness now or hereafter owned by Maker
to any bank (the "Senior Debt"), including, without limitation, SunTrust Bank,
Atlanta, National Bank of Canada or Barclays Bank PLC, (collectively, the
"Senior Lenders").  For so long as the Senior Debt is outstanding, no direct or
indirect payment (by set-off or otherwise) shall be made or agreed to made on
account of this Note, or in respect of any redemption, retirement, purchase or
other acquisition by Maker of this Note, and no collateral shall be granted or
obtained as security for this Note if, on or prior to the date of such payment,
Holder shall have knowledge, or have received written notice from any Senior
Lender that any default or event of default exists or would occur upon or by
reason of such payment under any of the terms of the agreements between Maker
and the Senior Lenders.

        In the event of any Proceeding (as defined below), (a) the Senior Debt
shall first be indefeasibly paid in full, before any payment or distribution
shall be made in respect of this Note; (b) any payment or distribution of assets
which would otherwise (but for this Note) be payable or deliverable in respect
of this Note shall be paid or delivered directly to the Senior Lenders for
application and payment of the Senior Debt in accordance with the priorities
established by this Note until the Senior Debt shall have been indefeasibly paid
in full; (c) Holder agrees to cooperate with Senior Lenders' reasonable requests
relating to the collection of payments and distributions under this Note for the
account of the Senior Lenders; and (d) the Senior Lenders are hereby irrevocably
authorized and empowered (in their own name or in the name of Holder or
otherwise), but shall have no obligation, if, after demand Holder refuses to do
so, to demand, sue for, collect and receive every payment or distribution
referred to in subsection (b) above and give acquittance therefor and to file
claims and proofs of claim and take such other action (including, without
limitation, voting this Note) as it may deem reasonably necessary or advisable
for the exercise or enforcement of any of its rights or interest hereunder.

        For purposes of this Note the term "Proceeding" shall mean any (a)
insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment,
composition or other similar proceeding relating to Maker, its properties or its
creditors as such, (b) proceeding for liquidation, dissolution or other winding-
up of Maker, whether voluntary or involuntary, whether or not involving
insolvency or bankruptcy proceeding, or (c) assignment for the benefit of
creditors or marshaling of the assets of Maker.

        If any payment, distribution or security, whether in cash, securities or
other property, shall be received by Holder in contravention of any of the terms
hereof, such payment, distribution or security shall be received and held in
trust for the benefit of, and shall be promptly paid over and delivered and
transferred to, SunTrust Bank, Atlanta (or any successor agent), on behalf of
the Senior Lenders for application to the payment of the Senior Debt to the
extent necessary to cause the Senior Debt to be indefeasibly paid in full.

                                       21
<PAGE>
 
        Until the Senior Debt shall have been indefeasibly paid in full, Holder
hereby waives any and all subrogation rights and all other rights as to the
Senior Lenders.  At such time as the Senior Debt has been indefeasibly paid in
full, Holder shall be subrogated, from and after such time, to any rights of the
Senior Lenders to receive any further payments for distributions of assets of
Maker applicable to the Senior Debt until this Note shall be paid in full.  For
purposes of such subrogation, no payments or distributions to the Senior Lenders
of any cash, property or securities to which Holder would be entitled except for
the provisions of this Note shall, as between Maker and its creditors other than
the Senior Lenders on the one hand and Holder on the other hand, be deemed to
have been made as a payment by Maker to or on account of the Senior Debt.

        For so long as the Senior Debt is outstanding, Holder may not (i)
secure, ask, demand or sue for any payment, distribution or the remedy in
respect of this Note, (ii) commence, or join with any other creditor in
commencing, any Proceeding, or (iii) declare any amount of this Note to be due
and payable, in each case during the times that Holder be prohibited from
receiving any payments in respect of this Note under this Note; provided,
                                                                --------
however, that such restriction shall terminate automatically upon the
-------
commencement of a Proceeding.

       The provisions of this Note shall continue to be effective or be
reinstated, as the case may be, if at any time any payment in respect of the
Senior Debt is rescinded or must otherwise be returned by the Senior Lenders in
the event of any Proceeding, all as though such payment had not been made.

       For so long as the Senior Debt is outstanding, Holder agrees not to
accept prepayment of any amounts outstanding under this Note before such amounts
become due and payable pursuant to the first paragraph hereof, and to the extent
Maker delivers any such prepayments to Holder, Holder agrees to hold such
amounts in trust for, and to deliver such amounts promptly to SunTrust Bank,
Atlanta (or any successor agent) on behalf of, the Senior Lenders.

                                       22