ACCEPTANCE INSURANCE COMPANIES INC.

                                 AMENDED BY-LAW

                              ARTICLE IV. OFFICERS

         Section 1. Number and Qualifications. The officers of the corporation
         shall include the Chairman of the Board of Directors, the President
         and the Secretary. Any two or more offices, other than President and
         Secretary, may be held by the same person. The President and Secretary
         shall be elected from time to time by the Board of Directors, each to
         hold office until the meeting of the Board of Directors following the
         next annual meeting of the shareholders, or until his or her successor
         shall have been duly elected, and shall have qualified, or until his
         or her death, or until he or she shall have resigned, or have been
         removed, as hereinafter provided in these By-Laws. The Board of
         Directors shall also elect the Chief Executive Officer of the
         corporation, which shall be either the Chairman of the Board of
         Directors or the President. The officers of the corporation
         also may include such other officers as may be determined by the
         Chief Executive Officer to be necessary or desirable for the business
         of the corporation. Such other officers shall have such duties and
         shall hold their offices for such terms as may be determined by the
         Chief Executive Officer.



                                              Adopted March 16, 2000