AMENDED AND RESTATED BY-LAWS
                         NORTH AMERICAN MORTGAGE COMPANY
                                    ARTICLE I
                                     OFFICES

     SECTION 1. The registered office shall be located in Wilmington,  Delaware.

     SECTION 2. The  Corporation may also have offices at such other places both
within and without the State of Delaware as the Board of Directors may from time
to time  determine or the  business of the  Corporation  may  require.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

     SECTION  1. The  annual  meeting of the  stockholders  of the  Corporation,
commencing with the year 1991 shall be held at such place, within or without the
State of  Delaware,  at such  time and on such day as may be  determined  by the
Board  of  Directors  and as such  shall be  designated  in the  notice  of said
meeting,  for the purpose of electing  directors and for the transaction of such
other business as may properly be brought before the meeting.  If for any reason
the annual meeting shall not be held during the period  designated  herein,  the
Board of Directors  shall cause the annual meeting to be held as soon thereafter
as may be convenient.

     SECTION  2.  Special  meetings  of the  stockholders  for  any  purpose  or
purposes,  unless  otherwise  prescribed  by  statute or by the  Certificate  of
Incorporation,  may be held  at any  place,  within  or  without  the  State  of
Delaware,  and may be called by resolution  of the Board of Directors.  (Adopted
3/31/92).  Business  transacted at any special meeting of stockholders  shall be
limited to the purposes stated in the notice of meeting.

     SECTION  3. The  holders of a  majority  of the shares of stock  issued and
outstanding  and  entitled  to vote,  represented  in person or by proxy,  shall
constitute a quorum at all meetings of the  stockholders  for the transaction of
business  except as  otherwise  provided  by  statute or by the  Certificate  of
Incorporation.  If a quorum is present or represented, the affirmative vote of a
majority of the shares of stock present or  represented  at the meeting shall be
the act of the  stockholders  unless  the vote of a greater  number of shares of
stock is required by law or by the  Certificate of  Incorporation.  If, however,
such  quorum  shall  not  be  present  or  represented  at  any  meeting  of the
stockholders,  the stockholders  present in person or represented by proxy shall
have power to adjourn the meeting from time to time,  without  notice other than
announcement at the meeting, until a quorum shall be present or represented.  At
such  adjourned  meeting at which a quorum shall be present or  represented  any
business may be  transacted  which might have been  transacted at the meeting as
originally notified.


     SECTION 4. Any action required to be taken at a meeting of the stockholders
may be taken without a meeting if a consent in writing, setting forth the action
so  taken,  shall be  signed by all of the  stockholders  entitled  to vote with
respect to the subject matter thereof.

     SECTION 5. At an annual meeting of  stockholders,  only such business shall
be  conducted as shall have been  properly  brought  before the  meeting.  To be
properly brought before the meeting business must be (a) specified in the notice
of meeting (or any supplement thereto) given by or at the direction of the Board
of  Directors,  (b) proposed by or at the direction of the Chairman of the Board
of  Directors  or (c)  proposed by any  stockholder  of the  Corporation  who is
entitled to vote at the meeting, who complied with the notice provisions of this
Section  5 and who is a  stockholder  of  record  at the  time  such  notice  is
delivered  to the  Secretary  of the  Corporation.  For  business to be properly
brought  before an annual meeting by a stockholder,  the  stockholder  must have
given timely notice thereof in writing to the Secretary of the Corporation, and,
such business must be a proper matter for stockholder  action.  To be timely,  a
stockholder's  notice  shall be  delivered  to the  Secretary  at the  principal
executive  offices  of the  Corporation  not less than  sixty days nor more than
ninety  days  prior to the first  anniversary  of the  preceding  year's  annual
meeting;  provided,  however,  that in the  event  that the  date of the  annual
meeting is advanced by more than twenty  days,  or delayed by more than  seventy
days, from such anniversary date, notice by the stockholder to be timely must be
so delivered not earlier than the ninetieth day prior to such annual meeting and
not later than the close of business on the later of the seventieth day prior to
such  annual  meeting  or the  tenth  day  following  the  day on  which  public
announcement  of the date of such  meeting  is first  made.  Such  stockholder's
notice shall set forth (a) a brief  description  of the  business  desired to be
brought  before the meeting,  the reasons for  conducting  such  business at the
meeting and any material  interest in such business of such  stockholder and the
beneficial  owner,  if any, on whose behalf the proposal is made;  and (b) as to
the  stockholder  giving the notice and the beneficial  owner,  if any, on whose
behalf  the  nomination  or  proposal  is made (i) the name and  address of such
stockholder,  as they appear on the Corporation's  books, and of such beneficial
owner and (ii) the class and number of shares of the Corporation which are owned
beneficially and of record by such stockholder and such beneficial  owner.

                                   ARTICLE III
                                    DIRECTORS

     SECTION 1. The number of directors  which shall  constitute the whole Board
of Directors shall initially be seven. Thereafter, the number of directors which
shall constitute the Board of Directors shall be such as from time to time shall
be fixed by the Board of Directors,  but in no case shall such number be greater
than  nine or  less  than  two,  provided  that no  decrease  in the  number  of
directorships  shall shorten the term of any incumbent  director.  Any change in
the number of directorships  must be authorized by a majority of the whole Board
of Directors,  as constituted  immediately  prior to such change.  The directors
shall be elected at the annual meeting of the  stockholders,  except as provided
in Section 2 of this Article,  and each director elected shall hold office until
the next  annual  meeting  of  stockholders  and until his or her  successor  is
elected and qualified or until his or her earlier death or resignation.
Directors need not be stockholders.

     SECTION 2.  Vacancies and newly created  directorships  resulting  from any
increase  in the  number of  directorships  may be filled by a  majority  of the
directors  then in  office,  though  less than a quorum,  or  elected  by a sole
stockholder, and the directors so chosen shall hold office until the next annual
election and until their  successors are duly elected and  qualified.  A vacancy
created by the  removal of a director by the  stockholders  may be filled by the
stockholders.

     SECTION 3. The first meeting of each newly elected Board of Directors shall
be held at such time and place as shall be announced after the annual meeting of
stockholders and no other notice of such meeting shall be necessary to the newly
elected directors in order legally to constitute the meeting,  provided a quorum
shall be present.

     SECTION 4. Regular meetings of the Board of Directors may be held upon such
notice, or without notice, and at such time and at such place as shall from time
to time be  determined by the Board of Directors or the Chairman of the Board of
Directors.

     SECTION 5. Special  meetings of the Board of Directors may be called by the
Chairman of the Board of Directors on one day's notice to each director,  and at
such place as shall be  determined  by the  Chairman of the Board of  Directors,
pursuant to the notice  provisions  of Article  IV;  special  meetings  shall be
called by the Chairman of the Board of Directors or the Secretary in like manner
and on like notice on the written request of two directors.

     SECTION 6.  Attendance  of a director at any  meeting  shall  constitute  a
waiver  of notice of such  meeting,  except  where a  director  attends  for the
express  purpose of objecting  to the  transaction  in any business  because the
meeting  is  not  lawfully  called  or  convened.  Neither  the  business  to be
transacted  at, nor the purpose of, any regular or special  meeting of the Board
of  Directors  need be  specified  in the  notice  or  waiver  of notice of such
meeting.

     SECTION 7. At all  meetings  of the Board of  Directors  a majority  of the
total number of directors then  constituting the whole Board of Directors but in
no event less than two directors  shall  constitute a quorum for the transaction
of business,  and the act of a majority of the directors  present at any meeting
at which there is a quorum shall be the act of the Board of Directors, except as
may be  otherwise  specifically  provided  by statute or by the  Certificate  of
Incorporation  or by these  By-Laws.  If a quorum  shall not be  present  at any
meeting of the Board of Directors, the directors present may adjourn the meeting
from time to time, without notice other than announcement at the meeting,  until
a quorum shall be present.

     SECTION 8. Unless otherwise  restricted by the Certificate of Incorporation
or by these By-Laws, any action required or permitted to be taken at any meeting
of the Board of Directors  or of any  committee  thereof may be taken  without a
meeting,  if prior to such  action a written  consent  thereto  is signed by all
members of the Board of Directors or of such committee,  as the case may be, and
such written  consent is filed with the minutes of  proceedings  of the Board of
Directors or committee.

     SECTION 9. The Board of Directors  may, by resolution  passed by a majority
of the  whole  Board  of  Directors,  designate  one or  more  committees,  each
committee to consist of two or more of the directors of the Corporation,  which,
to the extent provided in the resolution, shall have and may exercise the powers
of the Board of Directors in the  management  of the business and affairs of the
Corporation  and may authorize the seal of the  Corporation to be affixed to all
papers which may require it. Such  committee or committees  shall have such name
or names as may be  determined  from time to time by  resolution  adopted by the
Board of Directors.

     SECTION  10.  Subject  to any  exclusive  rights of holders of any class or
series of stock having a preference  over the common stock,  par value $0.01 per
share, of the Corporation as to dividends or upon liquidation to elect directors
upon the  happening of certain  events,  only  persons who are  nominated at any
meeting of  stockholders  of the  Corporation  in accordance  with the following
procedures  shall be eligible for election as directors.  Nominations of persons
for  election  to the Board of  Directors  of the  Corporation  may be made at a
meeting of  stockholders  at which directors are to be elected only (i) by or at
the  direction  of the  Board of  Directors  or (ii) by any  stockholder  of the
Corporation  entitled to vote for the  election of  directors  generally  at the
meeting who complies  with the notice  procedures  set forth in this Section 10.
Such  nominations  by a  stockholder  shall be made pursuant to timely notice in
writing to the  Secretary  of the  Corporation.  To be timely,  a  stockholder's
notice shall be delivered to or mailed and received at the  principal  executive
offices of the  Corporation not less than 60 days nor more than 90 days prior to
the date of the meeting; provided,  however, that in the event that less than 75
days' notice or prior public  disclosure  of the date of the meeting is given or
made to stockholders, notice by the stockholder to be timely must be so received
not later than the close of business on the 10th day  following the day on which
such notice of the date of the meeting was mailed or such public  disclosure was
made. Such stockholder's  notice to the Secretary shall set forth (a) as to each
person whom the stockholder  proposes to nominate for election or re-election as
a  director,  all  information  relating  to such  person that is required to be
disclosed in solicitations of proxies for election of directors, or is otherwise
required,  in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (including such person's written consent to being named
in the proxy  statement  as a nominee and to serving as a director if  elected);
and (ii) as to the  stockholder  giving the notice (x) the name and address,  as
they appear on the  Corporation's  books, of such  Stockholder and (y) the class
and number of shares of the Corporation's  stock that are beneficially  owned by
such stockholder. At the request of the Board of Directors, any person nominated
by the Board of  Directors  for  election  as a  director  shall  furnish to the
Secretary  of the  Corporation  that  information  required to be set forth in a
stockholder's  notice of  nomination  which  pertains to the nominee.  No person
shall be eligible for election as a director of the Corporation unless nominated
in  accordance  with the  provisions  of this  Section  10.  The  officer of the
Corporation  or other  person  presiding at the meeting  shall,  if the facts so
warrant,  determine and declare to the meeting that a nomination was not made in
accordance  with such  provisions  and, if he should so  determine,  he shall so
declare to the meeting and the defective  nomination  shall be  disregarded.  In
addition to any other requirements  relating to amendments to these By-Laws,  no
proposal to amend or repeal this Section 10 shall be brought  before any meeting
of the  stockholders  of the  Corporation  unless written notice is given of (i)
such proposed repeal or the substance of such proposed amendment,  (ii) the name
and address of the  stockholder who intends to propose such repeal or amendment,
and (iii) a  representation  that the stockholder is a holder of record of stock
of the Corporation  specified in such notice,  is or will be entitled to vote at
such  meeting and intends to appear in person or by proxy at the meeting to make
the proposal. Such notice shall be given in the manner and at the time specified
above in this Section 10.

                                   ARTICLE IV
                                     NOTICES

     SECTION 1.  Whenever,  under the  provisions of statute or  Certificate  of
Incorporation  or of  these  By-Laws,  notice  is  required  to be  given to any
director or stockholder, it shall not be construed to mean only personal notice,
but such notice may be given in writing, by mail,  addressed to such director or
stockholder,  at  his  or her  address  as it  appears  on  the  records  of the
Corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be  deposited  in the United  States mail.
Notice to  directors  may be sent by a  private  or  public  overnight  delivery
service  and such  notice  shall be  deemed  given at the time  when  notice  is
delivered to such  service.  Notice to directors  also may be given by telegram,
telex and by facsimile  transmission;  any such notice is  effective  when sent.
Notices to be given to  stockholders  in  connection  with any annual or special
meeting  of  stockholders  shall be  given  to all  stockholders  of  record  as
determined at least 30 days prior to such meeting.

     SECTION 2. Whenever  notice is required to be given under the provisions of
statute or of the  Certificate of  Incorporation  or of these By-Laws,  a waiver
thereof in writing  signed by the person or  persons  entitled  to such  notice,
whether before or after the time stated therein,  shall be deemed  equivalent to
the giving of such notice.

                                    ARTICLE V
                                    OFFICERS

     SECTION 1. The  officers of the  Corporation  may include a Chairman of the
Board of Directors (who shall also be the Chief Executive Officer),  one or more
Vice-Chairmen,  a President, one or more Executive Vice Presidents,  one or more
Senior Vice Presidents, one or more Vice Presidents, a Secretary, a Treasurer, a
Controller,  one or  more  Assistant  Vice  Presidents,  one or  more  Assistant
Secretaries,  one  or  more  Assistant  Treasurers  and  one or  more  Assistant
Controllers. The Board of Directors shall have the power to choose all or any of
such  officers.  In  addition,  each  of the  Chief  Executive  Officer  and the
President,  acting alone,  may from time to time appoint one or more Senior Vice
Presidents, Vice Presidents,  Assistant Vice Presidents,  Assistant Secretaries,
Assistant Controllers and Assistant Treasurers.  Two or more offices may be held
by the same person  except the offices of President and Secretary or the offices
of President and Vice President.

     SECTION 2. The Board of Directors  shall elect officers of the  Corporation
at its first  meeting  after  each  annual  meeting  of  stockholders.

     SECTION 3. The Board of  Directors  may  appoint  such other  officers  and
agents as it shall deem  necessary  who shall hold their  offices for such terms
and shall  exercise  such powers and perform such duties as shall be  determined
from time to time by the Board of Directors.

     SECTION 4. All salaries and bonuses of officers of the  Corporation  at the
rank of  Executive  Vice  President or above shall be subject to approval by the
Board of Directors.

     SECTION 5. Each  officer of the  Corporation  shall hold  office  until the
first meeting of the Board of Directors  next  following  the annual  meeting of
stockholders  next following the election or  appointment  of such officer.  The
Board of  Directors  may remove any  officer  at any time.  The Chief  Executive
Officer or the President may each,  acting alone,  remove at any time any person
from any office other than the office of President or Chief  Executive  Officer.
Any  vacancy  occurring  in any office of the  Corporation  may be filled by the
Board of Directors or by an officer  having the power to make an  appointment to
such vacant office.

                              CHAIRMAN OF THE BOARD

     SECTION 6. The Chairman of the Board of Directors,  if there be a Chairman,
shall be chosen  from  among  the  directors  and  shall be the Chief  Executive
Officer of the  Corporation,  shall preside at all meetings of the  stockholders
and the Board of  Directors.  The Chief  Executive  Officer shall be vested with
general  supervisory  power  and  authority  over the  business  affairs  of the
Corporation,  and  shall see that all  orders  and  resolutions  of the Board of
Directors are carried into effect. Any Vice-Chairman or Vice-Chairmen,  shall be
chosen  from among the  directors  and shall have such  powers and duties as may
from time to time be assigned by the Board of Directors.

                                    PRESIDENT

     SECTION  7. The  President  shall be the  Chief  Operating  Officer  of the
Corporation,  unless  there is no Chairman of the Board of  Directors,  in which
case the President  shall be the Chief  Executive  Officer of the Corporation as
well as the Chief Operating Officer. In the absence of the Chairman of the Board
of Directors,  or if there be no Chairman,  the  President  shall preside at all
meetings of the  stockholders  and the Board of Directors;  the President  shall
have general and active  management of the business of the Corporation,  subject
to the direction of the Board of Directors and the Chief Executive Officer,  and
shall see that all  orders and  resolutions  of the Board of  Directors  and the
Chief  Executive  Officer are carried into effect,  and shall perform all duties
incident to the office of a President of a corporation, and such other duties as
from  time to time may be  assigned  by the  Board of  Directors  and the  Chief
Executive Officer.

                            EXECUTIVE VICE PRESIDENTS

     SECTION 8. Any Executive  Vice-Presidents elected shall have such duties as
the Board of Directors or Chief Executive Officer, or President may from time to
time  prescribe,  and  shall,  except as the Board of  Directors  may  otherwise
direct, perform such duties under the general supervision of the President.

                             SENIOR VICE-PRESIDENTS

     SECTION 9. Any Senior Vice-Presidents elected shall have such duties as the
Board of  Directors  or President  may from time to time  prescribe,  and shall,
except as the Board of Directors may otherwise direct, perform such duties under
the general supervision of the President.

                                 VICE-PRESIDENTS

     SECTION 10. Any Vice-Presidents elected shall have such duties as the Board
of Directors or President may from time to time prescribe,  and shall, except as
the Board of  Directors  may  otherwise  direct,  perform  such duties under the
general  supervision  of the President.

                                    SECRETARY

     SECTION 11. The  Secretary  shall take  minutes of the  proceedings  of the
stockholders  and the Board of Directors  and record the same in a suitable book
for preservation. The Secretary shall give notice of all regular and duly called
special meetings of the  stockholders and the Board of Directors.  The Secretary
shall have charge of and keep the seal of the  Corporation,  and shall affix the
seal,  attested by his or her signature,  to such instruments as may require the
same.  Unless the Board of Directors shall have appointed a transfer agent,  the
Secretary shall have charge of the certificate books,  transfer books, and stock
ledgers,  and shall prepare voting lists prior to all meetings of  stockholders.
The  Secretary  shall have charge of such other books and papers as the Board of
Directors  may direct and shall  perform such other duties as may be  prescribed
from time to time by the Board of Directors or the President.

                               ASSISTANT SECRETARY

     SECTION 12. The  Assistant  Secretary,  if there shall be one, or, if there
shall be more than one, the Assistant Secretaries in the order determined by the
Board of  Directors,  shall,  in the  absence or  disability  of the  Secretary,
perform the duties and exercise the powers of the  Secretary  and shall  perform
such other  duties and have such other  powers as the Board of  Directors or the
officer  to  whom  such  Assistant  Secretary  reports  may  from  time  to time
prescribe.

                                    TREASURER

     SECTION 13. The Treasurer  shall have custody of the funds,  securities and
other assets of the  Corporation.  The Treasurer  shall keep a full and accurate
record of all 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 may
from time to time be selected by the Board of  Directors.  The  Treasurer  shall
have  power  to make and  endorse  notes  and pay out  monies  on check  without
countersignature  and shall perform such other duties as may be prescribed  from
time to time by the Board of Directors or the President.

                               ASSISTANT TREASURER

     SECTION 14. The  Assistant  Treasurer,  if there shall be one, or, if there
shall be more than one, the Assistant  Treasurers in the order determined by the
Board of  Directors,  shall,  in the  absence or  disability  of the  Treasurer,
perform the duties and exercise the powers of the  Treasurer  and shall  perform
such other  duties and have such other  powers as the Board of  Directors or the
officer  to  whom  such  Assistant  Treasurer  reports  may  from  time  to time
prescribe.


                                   ARTICLE VI
                             CERTIFICATES FOR SHARES
                                LOST CERTIFICATES

     SECTION  1. The  Board of  Directors,  the  Chief  Executive  Officer,  the
President,  or the Secretary may direct a new  certificate to be issued in place
of any certificate  theretofore  issued by the Corporation  alleged to have been
lost,  stolen  or  destroyed.   When  authorizing  each  such  issue  of  a  new
certificate, the Board of Directors, the Chief Executive Officer, the President,
or the Secretary in its or his or her discretion and as a condition precedent to
the  issuance  thereof,  may  prescribe  such terms and  conditions  as it deems
expedient,  and may require such indemnities as it deems adequate to protect the
Corporation  from any claim that may be made against it with respect to any such
certificate alleged to have been lost, stolen or destroyed.

                               TRANSFER OF SHARES

     SECTION 2. Upon  surrender to the  Corporation or the transfer agent of the
Corporation of a certificate representing shares duly endorsed or accompanied by
proper  evidence of  succession,  assignment  or authority  to  transfer,  a new
certificate  shall  be  issued  to the  person  entitled  thereto,  and  the old
certificate  canceled  and  the  transaction  recorded  upon  the  books  of the
Corporation.

                             REGISTERED STOCKHOLDERS

     SECTION 3. The  Corporation  shall be entitled to recognize  the  exclusive
right of a person  registered  on its books as the  owner of  shares to  receive
dividends,  and to  vote  as  such  owner,  and to hold  liable  for  calls  and
assessments a person  registered on its books as the owner of shares,  and shall
not be bound to  recognize  any  equitable or other claim to or interest in such
share or shares on the part of any other  person,  whether  or not it shall have
express or other notice  thereof,  except as  otherwise  provided by the laws of
Delaware.

                                SIGNING AUTHORITY

     SECTION 4. All contracts, agreements,  assignments, transfers, deeds, stock
powers or other  instruments of the Corporation may be executed and delivered by
(i) the Chief Executive Officer or the President, or (ii) by such other officers
or agent or agents,  of the  Corporation as shall be thereunto  authorized  from
time to time by the Chief  Executive  Officer or the  President  or the Board of
Directors,  or (iii) by power of  attorney  executed  by any person  pursuant to
authority  granted by the Chief Executive  Officer or the President or the Board
of Directors;  and the Secretary or any Assistant  Secretary or the Treasurer or
any Assistant Treasurer may affix the seal of the Corporation thereto and attest
the same.


                                   ARTICLE VII
                               GENERAL PROVISIONS
                                     CHECKS

     SECTION  1. All checks or  demands  for money and notes of the  Corporation
shall be signed by the Chief Executive Officer, the President, the Treasurer, or
any other such  officer or officers or such other person or persons as the Chief
Executive Officer, the President,  the Treasurer,  or the Board of Directors may
from time to time designate.

                                   FISCAL YEAR

     SECTION 2. The fiscal year of the Corporation  shall be fixed by resolution
of the Board of Directors.

                                      SEAL

     SECTION 3. The corporate seal shall have inscribed  thereon the name of the
Corporation,  the  year of its  organization  and the  words  Corporation  Seal,
Delaware.  The seal  may be used by  causing  it or a  facsimile  thereof  to be
impressed or affixed or in any manner reproduced.

                                 INDEMNIFICATION

     SECTION  4.  The  Corporation  shall  indemnify  its  officers,  directors,
employees and agents to the fullest extent permitted by the General  Corporation
Law of Delaware,  as the same exists or may  hereafter be amended  (but,  in the
case of any such amendment,  only to the extent that such amendment  permits the
Corporation to provide  broader  indemnification  rights than said law permitted
the Corporation to provide prior to such amendment).

                                  ARTICLE VIII
                                   AMENDMENTS

     SECTION 1. These By-Laws may be altered, amended or repealed or new By-Laws
may be adopted (a) at any regular or special  meeting of stockholders at which a
quorum is present or  represented  subject to Section 10 of Article III of these
By-Laws,  by the  affirmative  vote of a majority of the stock entitled to vote,
provided notice of the proposed alteration,  amendment or repeal be contained in
the notice of such meeting,  or (b) by the affirmative vote of a majority of the
Board of Directors at any regular or special  meeting of the Board of Directors.
The stockholders shall have authority to change or repeal any By-Laws adopted by
the directors,  subject to Section 10 of Article III of these By-Laws.