<PAGE>   1
                                                                    EXHIBIT 3(b)


                                   ARTICLE I

                                    MEETINGS


SECTION 1.  ANNUAL MEETINGS

The Annual Meeting of the stockholders of the Corporation shall be held at the
principal office of the Corporation in the state of Florida or at such other
place within or without the state of Florida as may be determined by the Board
of Directors and as may be designated in the notice of such meeting.  The
meeting shall be held during the month of May in each year on such date as the
Board of Directors may designate at a meeting held not less than 60 days prior
to the date so designated for the Annual Meeting.  The business to be
transacted at such meeting shall be the election of Directors and such other
business as may be properly brought before the meeting.

SECTION 2.  SPECIAL MEETINGS

         Special Meetings of the stockholders may be held any place within or
without the state of Florida upon call of the Board of Directors, the Executive
Committee, the Chief Executive Officer, or when requested in writing by the
holders of not less than 75% of all the Voting Shares, as defined in Article
VII of the Articles of Incorporation of the Corporation entitled to vote at the
meeting (such meeting, if requested by the stockholders, to be held at the
office of the Corporation), at such time as may be fixed by the Board of
Directors or the Executive Committee or the Chief Executive Officer or such
stockholders, as may be stated in the call and notice.

SECTION 3.  NOTICE OF MEETINGS

         Written notice of the time, place and purpose, or purposes of every
meeting of shareholders shall be delivered not less than ten (10) nor more than
sixty (60) days before the meeting, either personally or by mail (the act of
mailing being deemed completed service), by or at the direction of the
President, the Secretary, or the officer or persons calling the meeting to each
stockholder of record entitled to vote at such meeting, and upon any
stockholder who, by reason of any action proposed at such meeting, would be
entitled to have his shares of stock appraised if such action be taken.  If
mailed, such notice shall be directed to such stockholder at his last address
as its appears on the stock books of the Corporation unless he shall have filed
with the Secretary of Corporation a written request that notices intended for
him be mailed to the address designated in such request.  Such further notice
shall be given by mail, publication or otherwise, as may be required by the
Articles of Incorporation of the Corporation, by resolution of the Board of
Directors or Executive Committee or by law.

SECTION 4.  QUORUM

         A majority of the shares entitled to vote represented in person or by
proxy shall constitute a quorum at the meeting of stockholders.  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 all
stockholders unless otherwise provided by statute or the Articles of
Incorporation of the Corporation.  If at any meeting of stockholders, there
should be less than a full quorum present, the stockholders of the majority of
the shares of stock entitled to vote so





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<PAGE>   2
present or represented may adjourn the meeting from time to time without notice
other than announcement at the meeting until a quorum shall have been obtained,
when any business may be transacted which might have been transacted at the
meeting as first convened had there been a full quorum.

SECTION 5.  VOTING

         At all meetings of the stockholders, each holder of record of
outstanding shares of the stock of the Corporation entitled to vote thereat may
so vote either in person or by proxy appointed by instrument in writing
executed by such holder or his duly authorized attorney.  No proxy shall be
valid after the expiration of eleven (11) months from the date thereof, unless
the stockholder executing it shall have specified therein a longer time during
which it is to continue in force.

SECTION 6.  RECORD OF SHAREHOLDERS

         For the purpose of determining stockholders entitled to notice of or
to vote at any meeting of stockholders or any adjournment thereof, or entitled
to receive payment of any dividend or in order to make a determination of
stockholders for any other purpose, the Board of Directors may provide that the
stock transfer books shall be closed for a stated period but not to exceed, in
any case, sixty (60) days. if the stock transfer book shall be closed for the
purpose of determining stockholders entitled to notice of or to vote at a
meeting of stockholders, such books shall be closed for at least ten (10) days
immediately preceding the meeting.

         In lieu of closing the stock transfer books, the Board of Directors
may fix in advance a date as the record date for any determination of
stockholders, such date in any case not more than sixty (60) days and, in case
of a meeting, not less than ten (10) days prior to the date on which the
particular action requiring such determination of stockholders is to be taken.

         If the stock transfer books are not closed and no record date is fixed
for the determination of stockholders entitled to notice of or to vote at a
meeting of stockholders, or stockholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on
which the resolution of the Board of Directors declaring such dividend is
adopted, as the case may be, shall be the record date of such determination of
stockholders.

         When the determination of stockholders entitled to vote at any meeting
of stockholders has been made as provided in this section, such determination
shall apply to any new record date for the adjourned meeting.





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<PAGE>   3
                                   ARTICLE II

                               BOARD OF DIRECTORS


SECTION 1.  NUMBER AND QUALIFICATIONS

         The number of Directors constituting the entire Board of the
Corporation shall be not less or more than as authorized by the Articles of
Incorporation of the Corporation, and shall be fifteen (15) until otherwise
determined by the resolution adopted by affirmative vote of a majority of the
entire Board of Directors.

SECTION 2.  MEETINGS OF THE BOARD

         The Board of Directors shall hold its Annual Meeting as set forth in
Section 3 hereafter.  Special Meetings of the Board may be held at any time and
at any place within or without the continental United States upon the call of
the Chairman of the Board, the Chief Executive Officer of the Corporation, or
any two Directors.  Except with respect to the Annual Meeting of Directors,
notice of all Directors' Meetings, whether regular or special, shall be given
to each Director by either personal delivery, mail, facsimile, telegram or
cablegram at least two (2) days before the meeting unless waived pursuant to
Section 8 hereafter.

SECTION 3.  ANNUAL MEETING OF DIRECTORS

         The Annual Meeting of the Board of Directors shall be held on the same
date and in the same place as the Annual Stockholders' meeting and shall
convene immediately after the conclusion of the Annual Meeting of the
Stockholders.  No notice of such meeting shall be required.

SECTION 4.  QUORUM

         The attendance of not less than a majority of the number of Directors
at the time constituting the full Board of Directors in accordance with the
Articles of Incorporation of the Corporation and these By-Laws shall be
necessary to constitute a regular quorum for the transaction of business;
provided; however, that if the attendance at such meeting is less than that
required for a regular quorum as aforesaid but is one-third (1/3) or more of
the full Board of Directors, the number so present shall constitute a special
quorum which may proceed to adopt resolutions or take other action which;
however, shall not be binding upon the Corporation until such resolutions or
actions respectively have been approved in writing by a sufficient number of
Directors (in addition to those voting therefore at the meeting) to constitute
a total of not less than a majority of the full Board.  When such resolutions
or other action has been presented in writing to any absent Director or
Directors, such resolutions, or other actions shall be deemed approved by said
absent Director unless his disapproval is received in writing by the Secretary
within fifteen (15) days after receipt by such Director of such resolutions or
other action.  Any action taken at a meeting at which a quorum is present shall
require consent and approval of at least a majority of the full Board.  If at
any meeting of the Board, there shall be less than a full quorum present, a
majority of the Directors present may adjourn the meeting from time to time
without notice other than


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<PAGE>   4
announcement at the meeting until a quorum shall have been obtained, when any
business may be transacted which might have been transacted at the meeting as
first convened had there been a full quorum.

SECTION 5.  VACANCIES AND REMOVAL

         Vacancies in the Board of Directors shall be filled as prescribed by
the Articles of Incorporation of the Corporation.  The Directors so chosen
shall hold office until the next election of the class for which such directors
shall have been chosen and until their successors shall be elected and
qualified.  Directors may be removed and vacancies caused by their removal may
be filled as prescribed by the Articles of Incorporation of the Corporation,
and new Directors so chosen shall hold office until the next election of the
class for which such Directors shall have been chosen and until their
successors shall be elected and qualified.

SECTION 6.  COMPENSATION

         Each Director of the Corporation and each member of the Executive
Committee, the Building Committee, the Compensation and Nominating Committee,
the Audit Committee, the Planning Committee, the Audit Committee, or any
special committee shall receive such compensation as the Board may by
resolution determine to be proper and reasonable.  Nothing herein shall
preclude any Director from serving the Corporation in any other capacity and
receiving compensation therefor.  Directors residing outside the county in
which any meeting of the Board of Directors is held shall be entitled to
reimbursement for reasonable expenses of attending such meeting or meetings.

SECTION 7.  INDEMNITY

         The Corporation shall indemnify each Director and Officer and may, by
action of the Board of Directors, indemnify other employees, and agents to the
fullest extent permitted under Florida Statutes now or hereafter in force.

SECTION 8.  WAIVER OF NOTICE

         A Director may waive in writing notice of a special meeting of the
Board either before or after the meeting; and his waiver shall be deemed the
equivalent of his having been given notice.  Attendance of a Director at a
meeting shall constitute waiver of notice at that meeting unless he attends for
the express purpose of objecting to the transaction of business because the
meeting has not been lawfully called or convened.





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<PAGE>   5
                                  ARTICLE III

                                    OFFICER


SECTION 1.  OFFICERS AND AGENTS

         The Board of Directors, at its Annual Meeting, shall elect from its
members a Chief Executive Officer of the Corporation, a President, a Chairman
of the Board of Directors, and a chairman for each committee of the Board.  The
Board of Directors shall also elect at such meeting Vice Presidents, the
Secretary, the Treasurer, and such other officers as it may deem appropriate.
Any two or more offices may be held by the same person provided; however, that
the office of President and Secretary or Assistant Secretary may not be held by
the same person.

SECTION 2.  TERM OF OFFICE

   The term of office of all officers shall be one (1) year and until their
respective successors are chosen and qualified, but any officer or agent
elected or appointed by the Board of Directors may be removed, with or without
cause, at any time by the affirmative vote of the majority of the full Board of
Directors.

SECTION 3.  GENERAL POWERS AND DUTIES

   The officers, agents, and employees of the Corporation shall each have such
powers and duties in the management of the property and affairs of the
corporation, subject to the control of the Board of Directors, as generally
pertain to their respective offices, as well as such powers and duties as from
time to time may be prescribed by the Board of Directors.  The Board of
Directors may require any such officer, agent, or employee to give security for
the faithful performance of his duties.

SECTION 4.  SPECIAL POWERS AND DUTIES OF OFFICERS

   Without modifying or limiting the general powers and the duties authorized
and assigned by Section 3 above, the following named officers shall have the
following special powers and duties, provided; however, that the Board of
Directors or Executive Committee may, by resolution, shift, consolidate, change
or eliminate any of said powers or duties, except where such duties or powers
are set by the laws of the state of Florida.

CHAIRMAN OF THE BOARD

   The Chairman of the Board shall preside as Chairman at all meetings of the
Board of Directors and shall perform such other duties as may be assigned him
by the Board of Directors, the Executive Committee, or the Chief Executive
Officer of the Corporation.  In the absence of the Chairman, the Vice Chairman,
if there be one, shall preside over meetings of the Board of Directors, and
shall have such other duties as may be assigned to him by the Board of
Directors, the Executive Committee, or the Chief Executive Officer of the
Corporation.



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<PAGE>   6
CHIEF EXECUTIVE OFFICER

   The Chief Executive Officer shall preside at all meetings of the
stockholders, shall be charged with supervision of the offices of the
Corporation and of its personnel, shall have responsibility for the general and
active management of the business of the Corporation, and shall see that all
the orders and resolutions of the Board are carried into effect, subject;
however, to the right of the Board to delegate any specific powers to any other
officer or officers of the Corporation.

PRESIDENT

   The President, in the absence or disability of the Chief Executive Officer,
shall act in his stead and place and shall discharge the duties of Chief
Executive Officer and possess his powers.  At the direction of the Board of
Directors or the Executive Committee, he may assume charge and supervision of
the offices of the Corporation and of its personnel and may actively supervise
and direct the conduct of its business.  He shall also perform such other
duties as may be assigned to him by the Board, the Executive Committee or the
Chief Executive Officer.  The President may also execute contracts in the name
of the Corporation and appoint and discharge agents and employees.  The
President shall be responsible to the Chief Executive Officer.

EXECUTIVE VICE PRESIDENT AND OTHER VICE PRESIDENTS.

   The Board may designate and appoint an Executive Vice President, who, in the
absence or disability of the President, shall act in the stead and place, and
shall discharge the duties of the President and possess his powers.  At the
direction of the Board of Directors or the Executive Committee, he may assume
charge and supervision of the offices of the Corporation and of its personnel,
and may actively supervise and direct the conduct of its business.  He shall
also perform such other duties as may be assigned to him by the Board, the
Executive Committee, the Chief Executive Officer, or the President as shall any
other Vice Presidents of the Corporation.

   The Board may designate and appoint such other Vice presidents as it may, in
its discretion, choose to do.

   In the absence or disability of the Chief Executive Officer, the President
and of the Executive Vice President, any other Vice President designated by the
Board of Directors or the Executive Committee may discharge the duties of the
Chief Executive Officer and shall possess his powers.

TREASURER

   The Treasurer shall have custody of all funds and securities of the
Corporation which may come into his hands; shall be charged with the
maintenance and supervision of the accounts and financial records and reports;
and shall be charged with the preparation and filing of all tax returns.  When
necessary or proper, he shall endorse on behalf of the corporation for
collection, checks, notes and other obligations, and shall deposit same to the
credit of the Corporation.  He shall see that all balances due to the
Corporation by its agents and brokers, or otherwise, are promptly paid and
shall promptly report to the Chief Executive Officer any unusual delay in such
payments, as well as any default in the payment of rent or of interest





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<PAGE>   7
or principal on any and all investments belonging to the Corporation.  He shall
keep faithful and accurate account of all receipts and expenditures and of all
other items which enter into the accounting requirements of the Corporation,
and when requested, shall render, furnish and submit such financial statements,
balance sheets, profit and loss statements or other accounting reports and
schedules as the Board, the Executive Committee, or the Chief Executive Officer
may direct.  He shall also supervise the statistical work and records of the
Corporation.  He shall also perform such other duties as may be assigned to him
by the Board or Executive Committee.  In the absence or disability of the
Treasurer or when specifically authorized by the Board of Directors of the
Executive Committee, an Assistant Treasurer may perform all or any of the
duties of the Treasurer herein set forth and such other duties as may be
assigned by the Board or the Executive Committee.

SECRETARY

   The Secretary shall have immediate charge of the minute books of the
Corporation.  He shall have charge of the stock certificate books, the transfer
book and stock ledgers.  He shall keep accurate minutes of all proceedings of
the regular and special meetings of the shareholders and of Directors; he,
shall attend to the giving and serving of all notices; and when so ordered, he
shall affix the corporate seal to all documents requiring such seal and shall
make the necessary attestation or certification; and shall have such other
duties as may from time to time be assigned to him by the Board or the
Executive Committee.  In the absence or disability of the Secretary or when
specifically authorized by the Board of Directors or the Executive Committee,
an Assistant Secretary may perform all or any of the administrative duties of
the Secretary herein set forth.

SECTION 5.  EXECUTION OF DOCUMENTS

   The Board of Directors or the Executive Committee may, by appropriate
resolution, designate such officers of the Corporation, or of American Bankers
Insurance Company of Florida or American Bankers Life Assurance Company of
Florida as are authorized and empowered to make and execute all deeds,
releases, leases, agreements, contracts, bills of sale, assignments, Power of
Attorney or of substitution, and other instruments of writing which may be
needful to sell, assign, transfer, convey, release and assure or lease to any
party, whether purchaser, lessee or transferee, any estate or property, real or
personal, stocks, bonds, loans, storage receipts, certificates of deposit,
scrip or evidences of debt or demand standing in the name of the Corporation or
any officer on behalf of the Corporation, or held or controlled by it; and to
affix the corporate seal of the Corporation to any and all such instruments of
writing and to acknowledge or prove the said instruments or any of them and the
proper execution, sealing and delivery thereof.  The Board of Directors or the
Executive Committee from time to time may authorize other officers or agents of
the Corporation or of American Bankers Insurance Company of Florida or American
Bankers Life Assurance Company of Florida to perform any or all of said duties.





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<PAGE>   8
                                   ARTICLE IV

                                   COMMITTEES


SECTION 1.  EXECUTIVE COMMITTEE

   The Board of Directors shall designate an Executive Committee to consist of
not less than three (3) Directors of the Corporation and by resolution shall
designate the Chairman of said Committee.  The Executive Committee shall have
and exercise, when the Board is not in session, so far as the Board of
Directors may lawfully delegate to it, all of the powers of the Board in the
management of the business and affairs of the Corporation and any and all
subsidiaries of the Corporation and shall have power to authorize the seal of
the Corporation and any subsidiary of the Corporation to be affixed to all
papers which may require it; but the Executive Committee shall not have power
to fill vacancies in the Board, or to change the membership of, or to fill
vacancies in the Executive Committee, the Compensation and Nominating
Committee, the Audit Committee, the Building Committee or the Planning
Committee, or to make or amend By-Laws of the Corporation, or any subsidiary
thereof.  The Board shall have the power at any time to fill vacancies in, to
change the membership of, to change the number of members of, or to dissolve
the Executive Committee.  Such number of the members of the Executive Committee
as the Board of Directors may by resolution determine shall constitute a
quorum.  All action taken by the Executive Committee shall be reported to the
Board at its meeting next succeeding such action.

SECTION 2.  COMPENSATION AND NOMINATING COMMITTEE

   The Board of Directors shall designate a Compensation and Nominating
Committee to consist of not less than three (3) directors of the Corporation,
none of whom shall be inside directors, and by resolution shall designate the
Chairman of said Committee.  Subject to the control of the Board of Directors
or the Executive Committee, the Compensation and Nominating Committee shall
review and recommend to the Board of Directors the compensation package of the
Chairman of the Board of Directors, the Chief Executive officer, and the
President of the Corporation and its major subsidiaries; shall review and
approve the compensation package suggested by Management for all other
officers; shall be responsible for the control and administration of all
perquisites offered officers of the Corporation and its major subsidiaries,
including, but not necessarily limited to, pension, retirement or profit
sharing plans, management incentive plans, restricted or qualified stock plans,
and insurance benefits; shall assist the Chairman of the Board and the Chief
Executive Officer in the development of a management succession plan for the
corporation; and shall recommend and implement criteria regarding the
composition of the Board, including but not limited to seeking out possible
candidates to fill Board positions, determining the desirable balance of
expertise and composition of the Board members, aiding in attracting such
qualified candidates to the Board, reviewing the management slate of directors
to be elected by the shareholders at the Annual Meeting and recommending to the
Board the inclusion of the slate in the proxy statement, receiving and
reviewing the qualifications of candidates for election to corporate
officership and recommending the officers for approval by the Board, as well as
evaluating performance of current directors in order to maintain the quality of
the Board.  The Compensation and Nominating Committee shall fix its own rules
and procedures and shall meet, at least once quarterly, with its annual meeting
prior to the annual Board of




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<PAGE>   9
Directors meeting, and at any other time at the request of the Board of
Directors, the Chairman of the Compensation and Nominating Committee or the
Chief Executive Officer of the Corporation.  The Chairman may request any
members of management of the corporation or any of its subsidiaries to attend
meetings as he deems necessary.  The Board of Directors shall have the power at
any time to fill vacancies in, to change the membership of, to change the
number of members of, or to dissolve, the Compensation and Nominating
Committee.  Such number of members of the Committee as the Board of Directors
may by resolution determine shall constitute a quorum.  All action taken by the
Compensation and Nominating Committee shall be reported to the Board at its
meeting next succeeding such action.

SECTION 3.  AUDIT COMMITTEE

The Board of Directors shall designate an Audit Committee to consist of not
less than three (3) Directors of the Corporation, none of whom shall be inside
Directors, and by resolution shall designate the Chairman of said Committee.
Subject to the control of the Board of Directors or the Executive Committee,
the Audit Committee shall as to the Corporation and each of its subsidiaries:
recommend the selection of the independent auditors to the Board of Directors
and review the arrangements and scope of the independent audit; review all
financial statements before publication, and review matters of concern to the
Audit Committee, the auditors or management relating to these statements or the
results of any audit thereof; consider the comments from the independent
auditors with respect to any weakness in internal controls and the
consideration given corrective action taken by management; review the internal
accounting procedures and controls with the Corporation's and the respective
subsidiary's financial and accounting staff; review the activities, reports and
recommendations of the Corporation's and respective subsidiary's internal
auditors and management's supervision and control of that department; and
complete any other requests made by the Board of Directors.  The Audit
Committee shall fix its own rules and procedures and shall meet, at least once
annually, on sufficient occasions to fulfill its duties, at the request of the
Board of Directors, the Chairman of the Audit Committee, or the chief financial
officer.  During any meeting of the Committee at which financial statements are
to be reviewed, the chief financial officer of the Corporation or the
respective subsidiary or his representative shall be present.  The internal
auditor and/or a representative of the Corporation's or the respective
subsidiary's auditors may be invited to any meeting of the Committee by the
Chairman of the Committee.  The Board of Directors shall have the power at any
time to fill vacancies in, to change the number of members of, or to dissolve
the Audit Committee.  Such number of the members of the Committee as the Board
of Directors may by resolution determine shall constitute a quorum.  All action
taken by the Audit Committee shall be reported to the Board at its meeting next
succeeding such action.

SECTION 4.  BUILDING COMMITTEE

   The Board of Directors shall designate a Building Committee to consist of
not less than three (3) directors and by resolution shall designate the
Chairman of said Committee.  Subject to the control of the Board of Directors
or the Executive Committee, the Building Committee shall formulate the building
plans of the Corporation to include liaison with architects, engineers, general
contractors, governmental agencies, lending institutions, planners, and
consultants as necessary.  The Building Committee shall recommend to the Board
of Directors comprehensive plans for construction, design, financing,
decorating, furnishing, and equipping of office space necessary to accommodate
the growth objectives of the Corporation and shall perform the same functions
with respect to and shall oversee the



                                       -9-
<PAGE>   10
management of the Corporation's real properties held for investment.  The
Building Committee shall fix its own rules and procedures and shall meet as
frequently as necessary to fulfill its duties.  The Board of Directors shall
have the power at any time to fill vacancies in, to choose the number of
members of, or to dissolve the Building Committee.  Such number of the members
of the Building Committee as the Board of Directors may by resolution determine
shall constitute a quorum.  All action taken by the Building Committee shall be
reported to the Board at its meeting next succeeding such action.

SECTION 5.  PLANNING COMMITTEE

   The Board of Directors shall designate a Planning Committee to consist of
not less than three (3) Directors of the Corporation and by resolution shall
designate the Chairman of said Committee.  Subject to the control of the Board
of Directors or the Executive Committee, the Planning Committee shall
periodically review and recommend to the Board of Directors the plans, goals,
and objectives of the Corporation and its major subsidiaries; shall review the
Consolidated Profit Plan, the Capital Plan and the Business Plans for each
business segment of the Corporation annually; and shall monitor, throughout the
year, the operating results of each such business segment and the consolidated
profit results.  The Planning Committee shall fix its own rules and procedures
and shall meet at least once annually, or on sufficient occasions to fulfill
its duties, and at any other time at the request of the Board of Directors, the
Chairman of the Planning Committee or the Chief Executive Officer of the
Corporation.  The Chairman may request any members of management of the
corporation or any of its subsidiaries to attend meetings as he deems
necessary.  The Board of Directors shall have the power at any time to fill
vacancies in, to change the membership of, to change the number of members of,
or to dissolve, the Planning Committee.  Such number of members of the
Committee as the Board of Directors may by resolution determine shall
constitute a quorum.  All action taken by the Planning Committee shall be
reported to the Board at its meeting next succeeding such action.

SECTION 6.  COMMITTEES

   The Board of Directors may, in its discretion, by resolution, appoint other
committees which shall have and may exercise such powers as shall be conferred
or authorized by the resolution appointing them.  A majority of any such
committee, composed of more than two members may determine its actions and fix
the time and place of its meetings, unless the Board of Directors shall
otherwise provide.  The Board shall have power at any time to change the
members of such committee, to fill vacancies and to discharge any such
committee.



                                      -10-
<PAGE>   11
                                   ARTICLE V

                                  COMMON STOCK


SECTION 1.  CERTIFICATE OF SHARES

   The interest of each stockholder shall be evidenced by certificates for
shares of stock of the Corporation in such form as the Board of Directors may
from time to time prescribe.  The certificates of stock shall be signed by the
President or a Vice President and the Secretary or an Assistant Secretary and
sealed with the seal of the Corporation, and shall be countersigned and
registered in such manner, if any, as the Board may by resolution prescribe;
provided that, in case such certificates are required by such resolution to be
signed by a Transfer Agent or Transfer Clerk or by a Registrar, the signatures
of the President or a Vice President and the Secretary or any Assistant
Secretary, and the seal of the Corporation upon such certificates may be
facsimiles, engraved, or printed.  In case such officer who has signed or whose
facsimile signature has been placed upon such certificate shall have ceased to
be such before such certificate is issued, it may be issued by the corporation
with the same effect as if such officer had not ceased to be such at the date
of its issue.

SECTION 2.  TRANSFERS

   Shares in the capital stock of the Corporation shall be transferred only on
the books of the Corporation by the holder thereof in person or by his attorney
or in case of death by his personal representative, upon surrender for
cancellation of certificates for the same number of shares with an assignment
and power of transfer endorsed thereon or attached thereto, duly executed, with
such proof of the authenticity of the signature as the Corporation or its
agents may reasonably require.

SECTION 3.  LOST OR DESTROYED STOCK CERTIFICATE

   No certificate for shares of stock of the Corporation shall be issued in
place of any certificates alleged to have been lost, stolen or destroyed,
except upon production of such evidence of the loss, theft or destruction and
upon indemnification of the Corporation and its agents, to such extent and in
such manner as the Board of Directors may from time to time prescribe.

SECTION 4.  CONTROL-SHARE ACQUISITIONS STAT DOES NOT APPLY

   Florida Statutes Section  607.0902 (1990), and any amendments thereto (the
"Statute"), does not apply to control-share acquisitions (as defined in the
Statute) of shares of stock of the Corporation occurring on or after November
14, 1990.



                                      -11-
<PAGE>   12
                                   ARTICLE VI

                              CHECKS, NOTES, ETC.


   All checks and drafts on the Corporation bank accounts and all bills of
exchange, and promissory notes and all acceptances, obligations, and other
instruments for payment of money shall be signed by such officers of the
Corporation or such officers of American Bankers Insurance Company of Florida
or American Bankers Life Assurance Company of Florida or such agents as shall
be thereunto authorized from time to time by the Board of Directors or the
Executive Committee.  No bills or notes shall be signed by or on behalf of the
Corporation unless the Board of Directors or the Executive Committee shall
expressly authorize the same and shall designate the officers who shall execute
same.



                                      -12-
<PAGE>   13
                                  ARTICLE VII

                             INSPECTORS OF ELECTION


   In advance of any meeting of the shareholders, the Board of Directors may
appoint Inspectors of Election who need not be shareholders to act at such
meetings or any adjournment thereof.  If Inspectors of Election are not so
appointed by the Board of Directors, the Chairman of any such meeting may
appoint such Inspectors of Election.  If neither the Board of Directors or the
Chairman of the meeting appoint Inspectors of Election, any shareholder or
proxy thereof may request the election thereof and those individuals appointed
shall be by majority vote of the shares present and entitled to vote.  In no
event shall there be more than three (3) Inspectors of Election and no person
who is a candidate for office shall act as an Inspector.  In case any person
appointed an Inspector fails to appear or refuses to act, the vacancy may be
filled by appointment made by the Board of Directors in advance of the
convening of the meeting or at the meeting by the person or officer acting as
Chairman.



                                      -13-
<PAGE>   14
                                  ARTICLE VIII

                                   AMENDMENTS


   The By-Laws of the Corporation may be repealed or amended and new By-Laws
may be adopted by either the majority vote of the full Board of Directors or at
any meeting of the shareholders of record of a majority of the outstanding
stock entitled to vote thereat, provided notice of the meeting is given in
accordance with these By-Laws and provided further that notice may be waived as
provided by Section 3 of Article I hereof, but the Board of Directors may not
amend or repeal any By-Law adopted by shareholders if the shareholders
specifically provide such By-Law is not subject to amendment or repeal by the
Directors.



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