Exhibit 3.B
 
                              AMENDED AND RESTATED
 
                                     BYLAWS
 
                                       OF
 
                             THE FINOVA GROUP INC.
 
                                   ARTICLE I
 
                                    OFFICES
 
          SECTION 1.1.   REGISTERED OFFICES.   The registered office of the
Corporation shall be in the City of Wilmington, County of New Castle, State of
Delaware.
 
          SECTION 1.2.   OTHER OFFICES.   The Corporation also may have offices
at such other places both within and outside 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 2.1.   PLACE OF MEETINGS.   Meetings of stockholders shall be
held at any place within or outside the State of Delaware designated by the
Board of Directors.  In the absence of any such designation, stockholders
meetings shall be held at the principal executive office of the Corporation.
 
          SECTION 2.2.   ANNUAL MEETING OF STOCKHOLDERS.   The annual meeting of
stockholders shall be held each year on a date and a time designated by the
Board of Directors.  At each annual meeting, directors shall be elected and any
other proper business may be transacted.
 
          SECTION 2.3.   QUORUM; ADJOURNED MEETINGS AND NOTICE THEREOF.   A
majority of the stock issued and outstanding and entitled to vote with respect
to a particular matter at any meeting of stockholders, the holders of which are
present in person or represented by proxy, shall constitute a quorum for the
transaction of business with respect to such matter except as otherwise provided
by law, the Restated Certificate of Incorporation of the Corporation (the
"Restated Certificate of Incorporation") or these Bylaws.  A quorum, once
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established, shall not be broken by the withdrawal of enough votes to leave less
than a quorum, and the votes present may continue to transact business until
adjournment.  If, however, such quorum shall not be present or represented at
any meeting of the stockholders, a majority of the voting stock represented in
person or by proxy may 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
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notified. If the adjournment is for more than thirty (30) days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote thereat.
 
          SECTION 2.4.   VOTING.   When a quorum is present at any meeting, in
all matters other than the election of directors, the vote of the holders of a
majority of the stock having voting power present in person or represented by
proxy shall decide any question brought before such meeting, unless the question
is one upon which, by express provision of the statutes, the Restated
Certificate of Incorporation or these Bylaws, a different vote is required in
which case such express provision shall govern and control the decision of such
question.  Directors shall be elected by a plurality of the votes of the shares
present in person or represented by proxy at the meeting and entitled to vote on
the election of directors.
 
          SECTION 2.5.   PROXIES.   At each meeting of the stockholders, each
stockholder having the right to vote may vote in person or may authorize another
person or persons to act for him by proxy appointed by an instrument in writing
subscribed by such stockholder, or as may be permitted by law, or by his duly
authorized attorney-in-fact, and bearing a date not more than three years prior
to said meeting, unless said instrument provides for a longer period.  All
proxies must be filed with the Secretary of the Corporation at the beginning of
each meeting in order to be counted in any vote at the meeting.  Each
stockholder shall have one vote for each share of stock having voting power,
registered in his name on the books of the Corporation on the record date set by
the Board of Directors as provided in Section 7.6 hereof.
 
          SECTION 2.6.   SPECIAL MEETINGS.   Special meetings of the
stockholders, for any purpose or purposes, unless otherwise prescribed by
statute or the Restated Certificate of Incorporation, may be called by the
Chairman of the Board, the Vice Chairman, if any, the President or the Chief
Executive Officer, if any, and shall be called by the President or the Secretary
of the Corporation at the request in writing of a majority of the Board of
Directors.  Such request shall state the purpose or purposes of the proposed
meeting.  Business transacted at any special meeting of stockholders shall be
limited to the purposes stated in the notice.
 
          SECTION 2.7.   NOTICE OF STOCKHOLDERS MEETINGS.   Whenever
stockholders are required or permitted to take any action at a meeting, a
written notice of the meeting shall be given, which notice shall state the
place, date, and hour of the meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called.  The written notice of any
meeting shall be given to each stockholder entitled to vote at such meeting not
less than ten (10) nor more than sixty (60) days before the date of the meeting.
If mailed, notice is given when deposited in the United States mail, postage
prepaid, directed to the stockholder at his address as it appears on the records
of the Corporation.
 
          SECTION 2.8.   MAINTENANCE AND INSPECTION OF STOCKHOLDER LIST.   The
officer who has charge of the stock ledger of the Corporation shall prepare and
make, at least ten (10) days before every meeting of stockholders, a complete
list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder.  Such list shall be open
to the examination of any stockholder, for any purpose germane to the
 
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meeting, during ordinary business hours, for a period of at least ten (10) days
prior to the meeting, either at a place within the city where the meeting is to
be held, which place shall be specified in the notice of the meeting or, if not
so specified, at the place where the meeting is to be held. The list also shall
be produced and kept at the time and place of the meeting during the whole time
thereof and may be inspected by any stockholder who is present. The stock ledger
shall be the only evidence as to who are the stockholders entitled to examine
the stock ledger, the list required by this section or the books of the
Corporation, or to vote in person or by proxy at any meeting of stockholders.
 
          SECTION 2.9.   STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A
MEETING.   Any action required to be taken at any annual or special meeting of
stockholders of the Corporation, or any action which may be taken at any annual
or special meeting of such stockholders, may be taken without a meeting, without
prior notice, and without a vote, if a consent in writing, setting forth the
action so taken, shall be signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted and shall be delivered to the Corporation by delivery to its
registered office in Delaware, its principal place of business or to an officer
or agent of the Corporation having custody of the book in which proceedings of
meetings of stockholders are recorded.  Every written consent shall bear the
date of signature of each stockholder who signs the consent, and no written
consent shall be effective to take the corporate action referred to therein
unless, within sixty (60) days of the earliest dated consent delivered in the
manner required by this Section 2.9 to the Corporation, written consents signed
by a sufficient number of holders to take action are delivered to the
Corporation by delivery to its registered office in Delaware, its principal
place of business or to an officer or agent of the Corporation having custody of
the book in which proceedings of meetings of stockholders are recorded.
Delivery made to a Corporation's registered office shall be by hand or by
certified or registered mail, return receipt requested.  Prompt notice of the
taking of the corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing.
 
          SECTION 2.10.   ORGANIZATION.   Meetings of stockholders shall be
presided over by the Chairman of the Board, if any, or if none or in the
Chairman of the Board's absence then the Vice Chairman, if any, or if none or in
the Vice Chairman's absence then the President, if any, or if none or in the
President's absence then the Chief Executive Officer, if any, or if none or in
the Chief Executive Officer's absence then the Chief Operating Officer, if any,
or if none or in the Chief Operating Officer's absence then the Chief
Administrative Officer, if any, or if none or in the Chief Administrative
Officer's absence then a Vice President, or, if none of the foregoing is
present, then by a chairman to be chosen by the stockholders entitled to vote
who are present in person or by proxy at the meeting.  The Secretary of the
Corporation, or in the Secretary's absence an Assistant Secretary, shall act as
secretary of every meeting, but if neither the Secretary nor an Assistant
Secretary is present, the presiding officer of the meeting shall appoint any
person present to act as secretary of the meeting.
 
          SECTION 2.11.   INSPECTORS.   The Board of Directors, in advance of
any meeting, may, but need not, appoint one or more inspectors of election to
act at the meeting or any adjournment thereof.  If an inspector or inspectors
are not so appointed, the person presiding at the meeting may, but need not,
appoint one or more inspectors.  In case any person who may
 
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be appointed as an inspector fails to appear or act, the vacancy may be filled
by appointment made by the directors in advance of the meeting or at the meeting
by the person presiding thereat. Each inspector, if any, before entering upon
the discharge of his or her duties, shall take and sign an oath faithfully to
execute the duties of inspector at such meeting with strict impartiality and
according to the best of his ability. The inspectors, if any, shall determine
the number of shares of stock outstanding and the voting power of each, the
shares of stock represented at the meeting, the existence of a quorum, and the
validity and effect of proxies, and shall receive votes, ballots or consents,
hear and determine all challenges and questions arising in connection with the
right to vote, count and tabulate all votes, ballots or consents, determine the
result, and do such acts as are proper to conduct the election or vote with
fairness to all stockholders. On request of the person presiding at the meeting,
the inspector or inspectors, if any, shall make a report in writing of any
challenge, question or matter determined by such inspector or inspectors and
execute a certificate of any fact found by such inspector or inspectors.
 
          SECTION 2.12.   ADVANCE NOTICE.   In order to properly submit any
business to an annual meeting of stockholders (excluding the nomination of a
person to stand for election as a director), a stockholder must give timely
notice in writing to the Secretary of the Corporation of such stockholder's
intention to present such business.  To be considered timely, a stockholder's
notice must be delivered, either in person or by United States certified mail,
postage prepaid, and received at the principal executive office of the
Corporation not less than one hundred twenty (120) days prior to the first
anniversary date of the Corporation's proxy statement in connection with the
last annual meeting, or if no annual meeting was held in the previous year, not
less than a reasonable time, as determined by the Board of Directors, prior to
the date of the applicable annual meeting; provided, however, that in the event
                                           --------  -------
that the date of any such annual meeting is advanced by more than thirty (30)
days, notice by the stockholder to be timely must be so delivered not earlier
than the thirtieth (30th) day following the day on which public announcement of
the date of such meeting is first made.  Each such notice to the Secretary shall
set forth (a) the name and address of the stockholder, (b) a representation that
the stockholder is entitled to vote at such meeting, indicating the number of
shares owned of record and beneficially by such stockholder, together with a
statement that such stockholder intends to appear in person or by proxy at the
meeting to present such proposal or proposals, (c) a description of the proposal
or proposals to be presented, including the complete text of any resolutions to
be presented at the meeting and the reasons for conducting such business at the
meeting, and (d) any material interest of the stockholder in the business to be
submitted at the meeting.  In addition, the stockholder shall promptly provide
any other information reasonably requested by the Corporation.  The presiding
officer of the meeting may, if the facts warrant, determine that a proposal was
not made in accordance with the foregoing procedure, and if he should so
determine, the presiding officer shall so declare to the meeting and the
defective proposal shall be disregarded.  Notwithstanding the foregoing
provisions of this Section 2.12, a stockholder who seeks to have any proposal
included in the Corporation's proxy statement shall comply with applicable state
law and the requirements of the rules and regulations promulgated by the
Securities and Exchange Commission.  For the avoidance of doubt, this Section
2.12 shall not apply to the nomination by a stockholder of a person to stand for
election as a director, which nomination instead shall be governed by Section
3.15 of these Bylaws.
 
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                                  ARTICLE III
 
                                   DIRECTORS
 
          SECTION 3.1.   NUMBER AND QUALIFICATION OF DIRECTORS.   The number of
directors shall be fixed from time to time exclusively pursuant to a resolution
adopted by a majority of the entire Board of Directors but shall consist of not
more than nine and not fewer than five directors.  The directors need not be
stockholders, citizens of the United States or residents of Delaware.  The
directors shall be elected at the annual meeting of the stockholders, except as
provided in Section 3.3, and each director elected shall hold office until his
successor is elected and qualified; provided, however, that unless otherwise
                                    --------
restricted by the Restated Certificate of Incorporation or law, any director or
the entire Board of Directors may be removed, either with or without cause, from
the Board of Directors at any meeting of stockholders by a majority of the stock
represented and entitled to vote thereat.
 
          SECTION 3.2.   RESIGNATIONS AND REMOVAL.   Any director may resign at
any time upon written notice to the Corporation, and such resignation shall take
effect upon receipt thereof by the President, Chief Executive Officer or
Secretary, unless otherwise specified in the resignation.  Any or all of the
directors may be removed, with or without cause, by the holders of a majority of
the shares of stock outstanding and entitled to vote for the election of
directors.
 
          SECTION 3.3.   VACANCIES.   Vacancies on the Board of Directors by
reason of death, resignation, retirement, disqualification, removal from office
or otherwise, and newly created directorships resulting from any increase in the
authorized number of directors, may be filled by a majority of the directors
then in office, although less than a quorum, or by a sole remaining director, or
as otherwise provided by Article XI of these Bylaws.  The directors so chosen
shall hold office until the next annual election of directors and until their
successors are duly elected and qualified, unless sooner displaced.  If there
are no directors in office, then an election of directors may be held in the
manner provided by statute.  If, at the time of filling any vacancy or any newly
created directorship, the directors then in office shall constitute less than a
majority of the entire Board of Directors (as constituted immediately prior to
any such increase), the Court of Chancery may, upon application of any
stockholder or stockholders holding at least ten percent (10%) of the total
number of the shares at the time outstanding having the right to vote for such
directors, summarily order an election to be held to fill any such vacancies or
newly created directorships or to replace the directors chosen by the directors
then in office.
 
          SECTION 3.4.   POWERS.   The property and business of the Corporation
shall be managed by or under the direction of its Board of Directors.  In
addition to the powers and authorities by these Bylaws expressly conferred upon
them, the Board of Directors may exercise all such powers of the Corporation and
do all such lawful acts and things as are not by statute, the Restated
Certificate of Incorporation or these Bylaws directed or required to be
exercised or done by the stockholders.
 
          SECTION 3.5.   PLACE OF DIRECTORS MEETINGS.   The directors may hold
their meetings, and have one or more offices and keep the books of the
Corporation, within or outside of the State of Delaware.
 
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          SECTION 3.6.   REGULAR MEETINGS.   Regular meetings of the Board of
Directors may be held without notice at such time and place as shall from time
to time be determined by the Board of Directors.
 
          SECTION 3.7.   SPECIAL MEETINGS.   Special meetings of the Board of
Directors may be called by the Chairman of the Board, the Vice Chairman, if any,
the President or the Chief Executive Officer, if any, by notice to each director
(a) by mail at least one hundred twenty (120) hours prior to the time of such
meeting, (b) by facsimile transmission or electronic transmission at least
twenty-four (24) hours prior to the time of such meeting or (c) by telephone or
personally at least twelve (12) hours prior to the time of such meeting, and in
each case, notice shall be deemed given in accordance with Section 9.6 of these
Bylaws.  Special meetings shall be called by the Chairman of the Board, Vice
Chairman, if any, the President, the Chief Executive Officer, if any, or the
Secretary of the Corporation in like manner and on like notice on the written
request of two directors; provided, however, that if the Board of Directors
                          --------  -------
consists of only one director, then special meetings shall be called by the
Chairman of the Board, Vice Chairman, if any, the President, the Chief Executive
Officer, if any, or the Secretary in like manner or on like notice on the
written request of the sole director.
 
          SECTION 3.8.   ANNUAL MEETINGS.   Following the annual meeting of
stockholders, the newly elected Board of Directors shall meet for the purpose of
the election of officers and the transaction of such other business as may
properly come before the meeting.  Such meeting may be held without notice
immediately after the annual meeting of stockholders at the same place at which
such stockholders' meeting is held.
 
          SECTION 3.9.   QUORUM.   At all meetings of the Board of Directors, a
majority of the authorized number of directors shall be necessary and sufficient
to constitute a quorum for the transaction of business, and the vote 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, the Restated Certificate of Incorporation or
these Bylaws.  If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.  If only one director is authorized, such sole director shall
constitute a quorum.
 
          SECTION 3.10.   ACTION WITHOUT MEETING.   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 all members of the Board of
Directors or committee, as the case may be, consent thereto in writing or by
electronic transmission, and the writing or writings or electronic transmissions
are filed with the minutes of proceedings of the Board of Directors or
committee.
 
          SECTION 3.11.   TELEPHONIC MEETINGS.   Members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting of the Board of Directors, or any committee, by means
of conference telephone or other communications equipment by means of which all
persons participating in the meeting can hear each other, and such participation
in a meeting shall constitute presence in person at such meeting.
 
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          SECTION 3.12.   COMMITTEES OF DIRECTORS.   The Board of Directors may,
by resolution passed by a majority of the entire Board of Directors, designate
one or more committees, each such committee to consist of one or more of the
directors of the Corporation.  The Board of Directors may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee.  In the event any person
shall cease to be a director of the Corporation, such person shall
simultaneously therewith cease to be a member of any committee appointed by the
Board of Directors.  In the absence or disqualification of a member of a
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.  Each committee
shall fix its own rules of procedure and shall meet where and as provided by
such rules or by resolution of the Board of Directors.  Any such committee, to
the extent provided in the resolution of the Board of Directors, shall have and
may exercise all the powers and authority 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; but no
such committee shall have the power or authority in reference to amending the
Restated Certificate of Incorporation, adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease or exchange of
all or substantially all of the Corporation's property and assets, recommending
to the stockholders a dissolution of the Corporation or a revocation of a
dissolution or amending any of these Bylaws; and, unless the resolution or the
Restated Certificate of Incorporation expressly so provide, no such committee
shall have the power or authority to declare a dividend or to authorize the
issuance of stock.  Each committee shall keep regular minutes of its meetings
and report the same to the Board of Directors when required.  Any action
required or permitted to be taken at any meeting of any committee of the Board
of Directors may be taken without a meeting if all the members of the committee
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the committee; provided, however, that if a committee
                                         --------
consists of two or fewer regular members, one director shall constitute a quorum
for such committee and the act of one director shall be the act of that
committee.
 
          SECTION 3.13.   COMPENSATION OF DIRECTORS.   The Board of Directors
shall have the authority to fix the compensation of directors.  The directors
may be paid their expenses, if any, of attendance at each meeting of the Board
of Directors and may be paid a fixed sum for attendance at each meeting of the
Board of Directors or a stated salary as director.  No such payment shall
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.  Members of special or standing committees may
be allowed like compensation for attending committee meetings.
 
          SECTION 3.14.   ORGANIZATION.   At all meetings of the Board of
Directors, the Chairman of the Board, if any, or if none or in the Chairman of
the Board's absence or inability to act then the Vice Chairman, if any, or if
none or in the Vice Chairman's absence or inability to act then the President,
if any, if he is a member of the Board of Directors, or if none or in the
President's absence or inability to act then the Chief Executive Officer, if
any, if he is a member of the Board of Directors, or if none or in the Chief
Executive Officer's absence or inability to act then any Vice President who is a
member of the Board of Directors, if any, or if none or in such Vice President's
absence or inability to act then a chairman chosen by the
 
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directors, shall preside. The Secretary of the Corporation shall act as
secretary at all meetings of the Board of Directors when present, and, in the
Secretary's absence, the presiding officer may appoint any person to act as
secretary.
 
          SECTION 3.15.   NOMINATION OF DIRECTORS.   Nominations for the
election of directors may be made by a committee appointed by the Board of
Directors (or, in the absence of such committee, by the Board of Directors) or
by any stockholder entitled to vote generally in the election of directors, or
as otherwise provided by Article XI of these Bylaws.  However, any stockholder
entitled to vote generally in the election of directors may nominate one or more
persons for election as directors at a meeting only if written notice of such
stockholder's intention to make such nomination or nominations has been given to
the Secretary of the Corporation, either by personal delivery or by United
States certified mail, postage prepaid, and received at the principal executive
office of the Corporation (a) with respect to an election to be held at an
annual meeting of stockholders, (i) not less than one hundred twenty (120) days
prior to the first anniversary date of the Corporation's proxy statement in
connection with the last annual meeting, or (ii) if no annual meeting was held
in the previous year, not less than a reasonable time, as determined by the
Board of Directors, prior to the date of the applicable annual meeting,
provided, however, that in the event that the date of any such annual meeting is
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advanced by more than thirty (30) days, notice by the stockholder to be timely
must be so delivered not earlier than the thirtieth (30th) day following the day
on which public announcement of the date of such meeting is first made, and (b)
with respect to an election to be held at a Special Meeting of Stockholders, the
close of business on the tenth (10th) day following the date on which public
announcement of such meeting is first made.  Each such notice to the Secretary
shall set forth (1) the name and address of the stockholder and his or her
nominees; (2) a representation that the stockholder is entitled to vote at such
meeting, indicating the number of shares owned of record and beneficially by
such stockholder, together with a statement that such stockholder intends to
appear in person or by proxy at the meeting to nominate the person or persons
specified in the notice; (3) a description of all arrangements or understandings
between the stockholder and each such nominee and of any other material interest
of the stockholder in the nomination of each such nominee; (4) such other
information as would be required to be included in a proxy statement soliciting
proxies for the election of the nominees of such stockholder; and (5) the
consent of each nominee to serve as a director of the Corporation if so elected.
In addition, the stockholder shall promptly provide any other information
reasonably requested by the Corporation, and the Corporation may require any
proposed nominee to furnish such other information as may reasonably be required
by the Corporation to determine the eligibility of such proposed nominee to
serve as a director of the Corporation.  The presiding officer of the meeting
may, if the facts warrant, determine that a nomination was not made in
accordance with the foregoing procedure, and if he should so determine, the
presiding officer shall so declare to the meeting and the defective nomination
shall be disregarded.  Notwithstanding the foregoing provisions of this Section
3.15, a stockholder who seeks to have any nomination included in the
Corporation's proxy statement shall comply with the applicable state law and the
requirements of the rules and regulations promulgated by the Securities and
Exchange Commission.
 
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                                  ARTICLE IV
 
                                   OFFICERS
 
          SECTION 4.1.   OFFICERS.   The officers of this Corporation shall be
chosen by the Board of Directors and shall include a Chairman of the Board, a
President, and a Secretary.  The Corporation also may have at the discretion of
the Board of Directors such other officers as are desired, including a Vice
Chairman, a Chief Executive Officer, a Chief Operating Officer, a Chief
Administrative Officer, a Treasurer, one or more Vice Presidents, one or more
Assistant Secretaries and Assistant Treasurers, and such other officers as may
be appointed in accordance with the provisions of Section 4.3.  In the event
there are two or more Vice Presidents, then one or more may be designated as
Executive Vice President, Senior Vice President or other similar or dissimilar
title.  At the time of the election of officers, the directors may by resolution
determine the order of their rank.  Any number of offices may be held by the
same person, unless the Restated Certificate of Incorporation or these Bylaws
otherwise provide.  One person may serve as more than one of such officers,
except that the same person shall not serve as both President and Secretary.
 
          SECTION 4.2.   ELECTION OF OFFICERS.   The Board of Directors, at its
first meeting after each annual meeting of stockholders, shall choose the
officers of the Corporation.
 
          SECTION 4.3.   SUBORDINATE OFFICERS.   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 4.4.   COMPENSATION OF OFFICERS.   The salaries of all
officers and agents of the Corporation shall be fixed by the Board of Directors
or by such officers to whom the Board of Directors delegates such authority.
 
          SECTION 4.5.   TERM OF OFFICE; REMOVAL, RESIGNATIONS, AND VACANCIES.
The officers of the Corporation shall hold office until their successors are
chosen and qualified in their stead.  Any officer elected or appointed by the
Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors.  Any officer may resign at any time upon
written notice to the Corporation, and such resignation shall take effect upon
receipt thereof by the President, Chief Executive Officer or Secretary.  If the
office of any officer or officers becomes vacant for any reason, the vacancy
shall be filled by the Board of Directors.
 
          SECTION 4.6.   CHAIRMAN OF THE BOARD.   The Board of Directors shall
designate a director to be Chairman of the Board who, subject to the control of
the Board of Directors, shall have general charge of the management of the
affairs of the corporation and preside at all meetings of the Board of Directors
and exercise and perform such other powers and duties as may be from time to
time assigned to him by the Board of Directors or prescribed by these Bylaws.
 
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          SECTION 4.7.   PRESIDENT.   The Board of Directors shall designate a
President who, subject to the control of the Board of Directors, shall have
general supervision, direction, and control of the business and the officers of
the Corporation.  In the absence or incapacity of the Chairman of the Board and
the Vice Chairman, if any, the President shall exercise all of the powers and
duties of the Chairman of the Board of Directors and the Vice Chairman, if any.
He shall have the general powers and duties of management usually vested in the
office of the President of a Corporation and shall have such other powers and
duties as may be prescribed by the Board of Directors or these Bylaws.
 
          SECTION 4.8.   CHIEF EXECUTIVE OFFICER.   The Board of Directors may
designate a Chief Executive Officer, who need not be the Chairman of the Board,
the Vice Chairman, if any, or the President.  Subject to the provisions of these
Bylaws and to the direction of the Board of Directors, the Chief Executive
Officer shall have the responsibility for the general management and control of
the business and affairs of the Corporation and shall perform all duties and
have all powers which are commonly incident to the office of chief executive or
which are delegated to him by the Board of Directors.  He shall have power to
sign all stock certificates, contracts and other instruments of the Corporation
which are authorized and shall have general supervision and direction of all of
the other officers, employees and agents of the Corporation other than the
Chairman of the Board, the Vice Chairman, if any, or the President.
 
          SECTION 4.9.   CHIEF OPERATING OFFICER.   The Board of Directors may
designate an officer of the Corporation as the Chief Operating Officer.  The
Chief Operating Officer shall have general responsibility for the management and
control of the operations of the Corporation and shall perform all duties and
have all powers which are commonly incident to the office of chief operating
officer or which are delegated to him by the Board of Directors.  Subject to the
direction of the Board of Directors and the Chief Executive Officer, the Chief
Operating Officer shall have power to sign all stock certificates, contracts and
other instruments of the Corporation which are authorized and shall have general
supervision of all other officers (other than the Chairman of the Board or the
Vice Chairman), employees, and agents of the Corporation.
 
          SECTION 4.10.   CHIEF ADMINISTRATIVE OFFICER.   The Board of Directors
may designate an officer of the Corporation as the Chief Administrative Officer.
The Chief Administrative Officer shall have such powers and perform such duties
as from time to time may be assigned to the Chief Administrative Officer by
these Bylaws, the Board of Directors or the Chief Executive Officer.
 
          SECTION 4.11.   VICE CHAIRMAN.   The Board of Directors may designate
any director to be Vice Chairman, and in the absence or disability of the
Chairman of the Board, the Vice Chairman, if such an officer be elected, shall,
if present, preside at all meetings of the Board of Directors and shall have
such other powers and perform such other duties as from time to time prescribed
for him by the Board of Directors or these Bylaws.
 
          SECTION 4.12.   VICE PRESIDENTS.   The Board of Directors may
designate Vice Presidents.  The Vice Presidents shall have such powers and
perform such duties as from time to time may be assigned to the Vice Presidents
by these Bylaws, the Board of Directors or the Chief Executive Officer.
 
                                      -10-
<PAGE>
 
          SECTION 4.13.   SECRETARY OF THE CORPORATION.   The Board of Directors
shall designate a Secretary of the Corporation who shall attend all sessions of
the Board of Directors and all meetings of the stockholders and record all votes
and the minutes of all proceedings in a book to be kept for that purpose and
shall perform like duties for the standing committees when required by the Board
of Directors.  He shall give, or cause to be given, notice of all meetings of
the stockholders and of the Board of Directors and shall perform such other
duties as may be prescribed by the Board of Directors, these Bylaws or the Chief
Executive Officer.  He shall keep in safe custody the seal of the Corporation
and, when authorized by the Board, shall affix the same to any instrument
requiring it, and when so affixed, it shall be attested by his signature or by
the signature of an Assistant Secretary.  The Board of Directors may give
general authority to any other officer to affix the seal of the Corporation and
to attest the affixing by his signature.
 
          SECTION 4.14.   ASSISTANT SECRETARY.   The Board of Directors may
designate an Assistant Secretary, or if there be more than one, the Assistant
Secretaries in the order determined by the Board of Directors, or if there be no
such determination, the Assistant Secretary designated by the Board of
Directors, shall, in the absence or disability of the Secretary of the
Corporation, 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, these Bylaws or the Chief Executive Officer may from time to time
prescribe.
 
          SECTION 4.15.   TREASURER.   The Board of Directors may designate a
Treasurer who shall have the custody of the corporate funds and securities and
shall keep full and accurate accounts of receipts and disbursements in books
belonging to the Corporation and shall deposit all moneys, and other valuable
effects in the name and to the credit of the Corporation, in such depositories
as may be designated by the Board of Directors.  He shall disburse the funds of
the Corporation as may be ordered by the Board of Directors, taking proper
vouchers for such disbursements, and shall render to the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all of his transactions as Treasurer and of the financial condition of the
Corporation.  If required by the Board of Directors, he shall give the
Corporation a bond, in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors, for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money, and other property of whatever kind in his possession or under
his control belonging to the Corporation.
 
          SECTION 4.16.   ASSISTANT TREASURER.   The Board may designate an
Assistant Treasurer, or if there shall be more than one, the Assistant
Treasurers in the order determined by the Board of Directors, or if there be no
such determination, the Assistant Treasurer designated 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, these Bylaws or the
Chief Executive Officer may from time to time prescribe.
 
                                      -11-
<PAGE>
 
                                   ARTICLE V
 
                   INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
        (a)  The Corporation shall indemnify to the maximum extent permitted by
law any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he is or was a director or
officer of the Corporation, or is or was serving at the request of the
Corporation as a director, trustee or officer of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines, and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Corporation and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement or conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the Corporation and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.
 
        (b)  The Corporation shall indemnify to the maximum extent permitted by
law any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he is
or was a director or officer of the Corporation, or is or was serving at the
request of the Corporation as a director, trustee or officer of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation and except that no such indemnification shall
be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the Corporation unless and only to the extent
that the Court of Chancery of Delaware or the court in which such action or suit
was brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which such Court
of Chancery or such other court shall deem proper.
 
        (c)  To the extent that a director or officer of the Corporation shall
be successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in paragraphs (a) and (b), or in defense of any claim,
issue or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.
 
        (d)  Any indemnification under paragraphs (a) and (b) (unless ordered by
a court) shall be made by the Corporation only as authorized in the specific
case upon a determination that indemnification of the director or officer is
proper under the circumstances because he has met the applicable standard of
conduct set forth in paragraphs (a) and (b). Such
 
                                      -12-
<PAGE>
 
determination shall be made (1) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding or (2) if such a quorum is not obtainable, or even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion or (3) by the stockholders. The Corporation, acting through its
Board of Directors or otherwise, shall cause such determination to be made if so
requested by any person who is indemnifiable under this Article V.
 
        (e)  Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding shall be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the Corporation as authorized in this Article V.
 
        (f)  The indemnification and advancement of expenses provided by, or
granted pursuant to, the other paragraphs of this Article V shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.
 
        (g)  The Board of Directors may authorize, by a vote of a majority of a
quorum of the Board of Directors, the Corporation to purchase and maintain
insurance on behalf of any person who is or was a director or officer of the
Corporation, or is or was serving at the request of the Corporation as a
director, trustee or officer of another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of this Article V.
 
        (h)  For the purposes of this Article V, references to the "Corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors or officers so that any
person who is or was a director or officer of such constituent corporation, or
is or was serving at the request of such constituent corporation as a director,
trustee or officer of another corporation, partnership, joint venture, trust or
other enterprise, shall stand in the same position under the provisions of this
Article V with respect to the resulting or surviving corporation as he would
have with respect to such constituent corporation if its separate existence had
continued.
 
        (i)  For purposes of this section, references to "other enterprise"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the Corporation" shall include service
as a director or officer of the Corporation which imposes duties on, or involves
services by, such director, trustee or officer with respect to an employee
benefit plan, its participants or beneficiaries; and a person who acted in good
faith and in a manner he reasonably believed to be in the interest of the
participants and beneficiaries of an
 
                                      -13-
<PAGE>
 
employee benefit plan shall be deemed to have acted in a manner "not opposed to
the best interests of the Corporation" as referred to in this section.
 
        (j)  Unless otherwise provided when authorized or ratified, the
indemnification and advancement of expenses provided by, or granted pursuant to,
this Article V shall continue as to a person who has ceased to be a director or
officer and shall inure to the benefit of the heirs, executors, administrators,
and estate of such a person.
 
        (k)  Any amendment or repeal of this Article V shall not adversely
affect any right or protection existing hereunder in respect of any act or
omission occurring prior to such amendment or repeal.
 
                                  ARTICLE VI
 
                    INDEMNIFICATION OF EMPLOYEES AND AGENTS
 
          The Corporation may indemnify every person who was or is a party or is
or was threatened to be made a party to any action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
is or was an employee or agent of the Corporation or, while an employee or agent
of the Corporation, is or was serving at the request of the Corporation as an
employee or agent or trustee of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, against expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding,
to the maximum extent permitted by applicable law.  Any amendment or repeal of
this Article VI shall not adversely affect any right or protection existing
hereunder in respect of any act or omission occurring prior to such amendment or
repeal.
 
                                  ARTICLE VII
 
                             CERTIFICATES OF STOCK
 
          SECTION 7.1.   CERTIFICATES.   Every holder of stock of the
Corporation shall be entitled to have a certificate signed by, or in the name of
the Corporation by, the Chairman of the Board, the Vice Chairman, if any, the
President, the Chief Executive Officer, if any, or a Vice President, if any, and
signed by the Secretary of the Corporation, an Assistant Secretary, the
Treasurer or an Assistant Treasurer, certifying the number of shares represented
by the certificate owned by such stockholder in the Corporation.
 
          So long as the restrictions set forth in Article V of the Restated
Certificate of Incorporation shall not have lapsed, all share certificates
representing shares of capital stock of the corporation shall bear a conspicuous
legend as follows:
 
          "THE TRANSFER OF THE SECURITIES REPRESENTED HEREBY IS SUBJECT TO
          RESTRICTIONS PURSUANT TO ARTICLE V OF THE RESTATED CERTIFICATE OF
 
                                      -14-
<PAGE>
 
          INCORPORATION OF THE FINOVA GROUP INC. REPRINTED IN ITS ENTIRETY ON
          THE BACK OF THIS CERTIFICATE."
 
          SECTION 7.2.   SIGNATURES ON CERTIFICATES.   Any or all of the
signatures on the certificate may be a facsimile.  In case any officer, transfer
agent or registrar who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it nevertheless may be issued by
the Corporation with the same effect as if he were such officer, transfer agent
or registrar at the date of issue.
 
          SECTION 7.3.   STATEMENT OF STOCK RIGHTS, PREFERENCES, PRIVILEGES.
If the Corporation shall be authorized to issue more than one class of stock or
more than one series of any class, the powers, designations, preferences, and
relative, participating, optional or other special rights of each class of stock
or series thereof and the qualification, limitations or restrictions of such
preferences and/or rights shall be set forth in full or summarized on the face
or back of the certificate which the Corporation shall issue to represent such
class or series of stock; provided, however, that, except as otherwise provided
                          --------
in Section 202 of the General Corporation Law of Delaware, in lieu of the
foregoing requirements, there may be set forth on the face or back of the
certificate which the Corporation shall issue to represent such class or series
of stock, a statement that the Corporation will furnish without charge to each
stockholder who so requests the powers, designations, preferences, and relative
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.
 
          SECTION 7.4.   LOST CERTIFICATES.   The Board of Directors may direct
a new certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed.  When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or to give the Corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the Corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.
 
          SECTION 7.5.   TRANSFERS OF STOCK.   Subject to the restrictions on
transfer provided in the Restated Certificate of Incorporation, a transfer of
shares of stock of the Corporation shall be made only on its stock transfer
books, and authority for such transfer shall be given only by the holder of
record thereof or by his legal representative, who shall furnish proper evidence
of such authority, or by his attorney thereunto duly authorized by power of
attorney duly executed and filed with the corporation.  Such transfer shall be
made only on surrender for cancellation of the certificate for such shares.
Notwithstanding the foregoing, any transfer of shares of stock of the
corporation shall be subject to the transfer restrictions contained in the
Restated Certificate of Incorporation.
 
          SECTION 7.6.   FIXED RECORD DATE.   In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
the stockholders, or
 
                                      -15-
<PAGE>
 
any adjournment thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful action, the Board of Directors may fix a record date which
shall not be more than sixty (60) nor less than ten (10) days before the date of
such meeting nor more than sixty (60) days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
--------
adjourned meeting.  In order that the Corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the Board
of Directors may fix a record date which shall not be more than ten (10) days
after the date upon which the resolution fixing the record date is adopted by
the Board of Directors.
 
          SECTION 7.7.   REGISTERED STOCKHOLDERS.   The Corporation shall be
entitled to treat the holder of record of any share or shares of stock as the
holder in fact thereof and accordingly shall not be bound to recognize any
equitable or other claim or interest in such share on the part of any other
person, whether or not it shall have express or other notice thereof, save as
expressly provided by the laws of the State of Delaware.
 
          SECTION 7.8.   FRACTIONAL SHARES.   The Corporation may, but shall not
be required to, issue certificates for fractions of a share where necessary to
effect authorized transactions, or the Corporation may pay in cash the fair
value of fractions of a share as of the time when those entitled to receive such
fractions are determined, or it may issue scrip in registered or bearer form
over the manual or facsimile signature of an officer of the Corporation or of
its agent, exchangeable as therein provided for full shares, but such scrip
shall not entitle the holder to any rights of a stockholder except as therein
provided.  The Board of Directors shall have power and authority to make all
such rules and regulations as it may deem expedient concerning the issue,
transfer, and registration of certificates representing shares of the
Corporation.
 
                                 ARTICLE VIII
 
                               BOOKS AND RECORDS
 
          SECTION 8.1.   LOCATION.   The books and records of the Corporation
may be kept at such place or places within or outside the State of Delaware as
the Board of Directors or the respective officers in charge thereof may from
time to time determine.  The record books containing the names and addresses of
all stockholders, the number and class of shares of stock held by each, and the
dates when they respectively became the owners of record thereof shall be kept
by the Secretary of the Corporation as prescribed in the Bylaws and by such
officer or agent as shall be designated by the Board of Directors.
 
          SECTION 8.2.   ADDRESS OF STOCKHOLDERS.   Notices of meetings and all
other corporate notices may be delivered personally or mailed to each
stockholder at the stockholder's address as it appears on the records of the
Corporation.
 
                                      -16-
<PAGE>
 
                                  ARTICLE IX
 
                               GENERAL PROVISIONS
 
          SECTION 9.1.   DIVIDENDS.   Dividends upon the capital stock of the
Corporation, subject to the provisions of the Restated Certificate of
Incorporation, if any, may be declared by the Board of Directors at any regular
or special meeting, pursuant to law.  Dividends may be paid in cash, property or
shares of the capital stock, subject to the provisions of the Restated
Certificate of Incorporation.
 
          SECTION 9.2.   PAYMENT OF DIVIDENDS; DIRECTORS DUTIES.   Before
payment of any dividend there may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the directors from time
to time, in their absolute discretion, think proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the Corporation, or for such other purpose as the directors shall
think conducive to the interests of the Corporation, and the directors may
abolish any such reserve.
 
          SECTION 9.3.   CHECKS.   All checks or demands for money and notes of
the Corporation shall be signed by such officer or officers as the Board of
Directors may from time to time designate.
 
          SECTION 9.4.   FISCAL YEAR.   The fiscal year of the Corporation shall
be fixed by resolution of the Board of Directors.
 
          SECTION 9.5.   CORPORATE SEAL.   The corporate seal shall have
inscribed thereon the name of the Corporation, the year of its organization, and
the words "Corporate Seal, Delaware."  Said seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.
 
          SECTION 9.6.   MANNER OF GIVING NOTICE.   Whenever, under the
provisions of the statutes, the Restated Certificate of Incorporation or these
Bylaws, notice is required to be given to any director or stockholder, it shall
not be construed to mean personal notice, but such notice may be given in
writing, by mail, addressed to such director or stockholder, at his address as
it appears on the records of the Corporation, with postage thereon prepaid, and
such notice shall be deemed to be given when the same shall be deposited in the
United States mail.  Notice to any director also may be given by facsimile
transmission or telephone communication or electronic communication to such
facsimile or telephone number or e-mail address, as the case may be, designated
by each such director for receiving notices, provided, however, that (a) in the
                                             --------
case of facsimile transmission, notice shall be deemed to be given when
received, (b) in the case of telephone communication, notice shall be deemed to
be given when (and only if) such notice was actually communicated to the
recipient by the notifying party, and (c) in the case of electronic
communication, notice shall be deemed to be given upon confirmation of receipt
by the recipient.  Personal notice shall be deemed given when actually given.
 
                                      -17-
<PAGE>
 
          SECTION 9.7.   WAIVER OF NOTICE.   Whenever any notice is required to
be given under the provisions of the statutes, the Restated Certificate of
Incorporation or these Bylaws, a waiver thereof in writing, signed by the person
or persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent thereto.
 
          SECTION 9.8.   ANNUAL STATEMENT.   The Board of Directors shall
present at each annual meeting, and at any special meeting of the stockholders
when called for by vote of the stockholders, a full and clear statement of the
business and condition of the Corporation.
 
          SECTION 9.9.   BANK ACCOUNTS AND DRAFTS.   In addition to such bank
accounts as may be authorized by the Board of Directors, the primary financial
officer or any person designated by said primary financial officer, whether or
not an employee of the Corporation, may authorize such bank accounts to be
opened or maintained in the name and on behalf of the Corporation as he may deem
necessary or appropriate, payments from such bank accounts to be made upon and
according to the check of the Corporation in accordance with the written
instructions of said primary financial officer or other person so designated by
the Treasurer.
 
          SECTION 9.10.   CONTRACTS.   The Board of Directors may authorize any
person or persons, in the name and on behalf of the Corporation, to enter into
or execute and deliver any and all deeds, bonds, mortgages, contracts, and other
obligations or instruments, and such authority may be general or confined to
specific instances.
 
          SECTION 9.11.   PROXIES; POWERS OF ATTORNEY; OTHER INSTRUMENTS.   The
Chairman of the Board, the Chief Executive Officer or any other person
designated by either of them shall have the power and authority to execute and
deliver proxies, powers of attorney and other instruments on behalf of the
Corporation in connection with the rights and powers incident to the ownership
of stock by the Corporation.  The Chairman of the Board, the Chief Executive
Officer or any other person authorized by proxy or power of attorney executed
and delivered by either of them on behalf of the Corporation may attend and vote
at any meeting of stockholders of any company in which the Corporation may hold
stock, and may exercise on behalf of the Corporation any and all of the rights
and powers incident to the ownership of such stock at any such meeting, or
otherwise as specified in the proxy or power of attorney so authorizing any such
person.  The Board of Directors, from time to time, may confer like powers upon
any other person.
 
          SECTION 9.12.   FINANCIAL REPORTS.   The Board of Directors may
appoint the primary financial officer or other fiscal officer or any other
officer to cause to be prepared and furnished to stockholders entitled thereto
any special financial notice and/or financial statement, as the case may be,
which may be required by any provision of law.
 
          SECTION 9.13.   CONTROL SHARE ACQUISITION.   The Corporation elects
not to be subject to Title 10, Chapter 23, Article 2 of the Arizona Revised
Statutes, relating to "Control Share Acquisitions."
 
                                      -18-
<PAGE>
 
                                   ARTICLE X
 
                                  AMENDMENTS
 
          These Bylaws may be altered, amended or repealed, or new Bylaws may be
adopted, by the stockholders, or by the Board of Directors, at any regular
meeting of the stockholders, or of the Board of Directors, or at any special
meeting of the stockholders, or of the Board of Directors, if notice of such
alteration, amendment, repeal or adoption of new Bylaws be contained in the
notice of such special meeting.  The power to adopt, amend or repeal Bylaws
conferred upon the Board of Directors by the Restated Certificate of
Incorporation shall not divest or limit the power of the stockholders to adopt,
amend or repeal Bylaws.
 
                                  ARTICLE XI
 
                           NOTEHOLDER REPRESENTATION
 
          SECTION 11.1.   GENERAL PROVISIONS.   For so long as the Corporation
has outstanding 7.5% Senior Secured Notes Maturing 2009 with Contingent Interest
due 2016 (the "Notes") in a principal amount of not less than $500,000,000
               -----
(excluding any Notes owned by any Affiliate (as such term is defined in the
indenture pursuant to which the Notes are issued) of the Corporation (the
"Unaffiliated Noteholders")), the provisions in this Article XI shall remain in
-------------------------
effect and shall not be amended without the approval of the Noteholder Director
(as defined below).  At such time as the outstanding principal amount of Notes
held by the Unaffiliated Noteholders is less than $500,000,000, the provisions
of this Article XI shall automatically become null and void without any further
action on the part of the Noteholder Director or the Board of Directors.
 
          SECTION 11.2.   NOTEHOLDER DIRECTOR.   Pursuant to the Third Amended
and Restated Joint Plan of Reorganization of the Corporation and certain of its
subsidiaries under chapter 11 of the United States Bankruptcy Code, as amended
(the "Plan"), the creditors of the Corporation have designated one director to
      ----
the Corporation's initial Board of Directors as it is comprised upon the
Effective Date (such person, and any other director designated for nomination in
accordance herewith to replace any Noteholder Director by the Unaffiliated
Noteholders, being the "Noteholder Director", it being understood that there
                        -------------------
shall be only one Noteholder Director at any given time).  Unless the Board of
Directors believes that there exist grounds for removal for cause with respect
to the Noteholder Director, the nominating committee of the Board of Directors,
or if there be none, the Board of Directors, shall nominate such Noteholder
Director for election as a director of the Corporation at each subsequent
election of directors for so long as this Article XI is in effect unless, not
less than one hundred twenty (120) days prior to the first anniversary date of
the Corporation's proxy statement in connection with the last annual meeting
(the "First Anniversary"), or, with respect to the first annual meeting
      -----------------
following the Effective Date or any other year in which no annual meeting was
held, not less than a reasonable time, as determined by the Board of Directors,
prior to the date of the applicable annual meeting, the Board of Directors
receives (a) a certificate signed by the indenture trustee for the Notes (the
 
"Indenture Trustee") stating that Unaffiliated Noteholders owning not less than
------------------
a majority in principal amount of the then outstanding Notes owned by
 
                                      -19-
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Unaffiliated Noteholders have determined to designate a new person for
nomination as the Noteholder Director and identifying such new person and (b) a
writing from such new person stating that such new person agrees to serve as the
Noteholder Director and providing the Corporation with such information
concerning such person as would be required to be included in a proxy statement
for the election of directors.  Following receipt thereof, the Board of
Directors shall nominate such designee for election to the Board of Directors as
the Noteholder Director at the upcoming election unless the Board of Directors
determines that such designee is not eligible to serve as a director of a public
company.  In such event, the Board of Directors shall notify the Indenture
Trustee of its determination and the Unaffiliated Noteholders shall have the
right to designate another Noteholder Director by complying with the terms of
this Section 11.2.  Notice with respect to any second designee shall be
delivered to the Board of Directors not less than ninety (90) days prior to the
First Anniversary or such reasonable time as the Board of Directors shall
determine prior to the applicable annual meeting.
 
          SECTION 11.3.   REPLACEMENT OF NOTEHOLDER DIRECTOR.   If the
Noteholder Director then in office resigns or dies, or is removed by the
stockholders of the Corporation in accordance with the terms of these Bylaws,
the Unaffiliated Noteholders shall have the right to notify the Board of
Directors of their intention to designate a new Noteholder Director to fill the
vacancy created by such resignation, death or removal by providing the Board of
Directors with a certificate signed by the Indenture Trustee and a writing
signed by the new designee, in each case containing the same information
required under Section 11.2 above.  Following receipt thereof, the Board of
Directors shall elect such designee to fill the vacancy created by the death,
resignation or removal unless the Board of Directors believes that such designee
is not eligible to serve as a director of a public company.  In such event, the
Board of Directors shall notify the Indenture Trustee of its determination and
the Unaffiliated Noteholders shall have the right to designate another
Noteholder Director by complying with the terms of this Section 11.3.
 
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