<PAGE>   1
                                                                    Exhibit 3.10


                                     BY-LAWS


                                       of


                           WERNER FUNDING CORPORATION


                            (A Delaware corporation)








                                  May 27, 1998

<PAGE>   2






                                      INDEX

                                     BY-LAWS
<TABLE>
<CAPTION>
                                   ARTICLE I
                                  STOCKHOLDERS


<S>           <C>                                                                                           <C>
Section 1.01.  Annual Meetings...................................................................................1

Section 1.02.  Special Meetings..................................................................................1

Section 1.03.  Notice of Annual and Special Meetings.............................................................1

Section 1.04.  Quorum............................................................................................1

Section 1.05.  Voting............................................................................................2

Section 1.06.  Procedure at Stockholders' Meetings...............................................................2

Section 1.07.  Action Without Meeting............................................................................2

                                   ARTICLE II
                                    DIRECTORS

Section 2.01.  Number, Election and Term of Office...............................................................3

Section 2.02.  Chairman of the Board.............................................................................3

Section 2.03.  Annual Meeting....................................................................................3

Section 2.04.  Regular Meetings..................................................................................3

Section 2.05.  Special Meetings..................................................................................3

Section 2.06.  Notice of Annual and Special Meetings.............................................................3

Section 2.07.  Quorum and Manner of Acting.......................................................................4

Section 2.08.  Action Without Meeting............................................................................4

Section 2.09.  Participation by Conference Telephone.............................................................4

Section 2.10.  Resignations......................................................................................4

Section 2.11.  Removal of Directors..............................................................................4

Section 2.12.  Vacancies.........................................................................................5
</TABLE>

                                       i
<PAGE>   3


<TABLE>
<S>           <C>                                                                                           <C>
Section 2.13.  Compensation of Directors.........................................................................5

Section 2.14.  Committees........................................................................................5

Section 2.15.  Personal Liability of Directors...................................................................5

                                  ARTICLE III
                             OFFICERS AND EMPLOYEES

Section 3.01.  Executive Officers................................................................................5

Section 3.02.  Additional Officers; Other Agents and Employees...................................................6

Section 3.03.  The President.....................................................................................6

Section 3.04.  The Vice Presidents...............................................................................6

Section 3.05.  The Secretary and Assistant Secretaries...........................................................6

Section 3.06.  The Treasurer and Assistant Treasurers............................................................7

Section 3.07.  Vacancies.........................................................................................7

Section 3.08.  Delegation of Duties..............................................................................7

Section 3.09.  Personal Liability of Officers, Employees and Agents..............................................7

Section 3.09.  Personal Liability of Officers, Employees and Agents..............................................7

                                   ARTICLE IV
                            SHARES OF CAPITAL STOCK

Section 4.01.  Share Certificates................................................................................7

Section 4.02.  Transfer of Shares................................................................................8

Section 4.03.  Transfer Agents and Registrars....................................................................8

Section 4.04.  Lost, Stolen, Destroyed or Mutilated Certificates.................................................8

Section 4.05.  Regulations Relating to Shares....................................................................8

Section 4.06.  Holders of Record.................................................................................8

Section 4.07.  Fixing of Record Date.............................................................................8
</TABLE>

                                       ii
<PAGE>   4
<TABLE>
<CAPTION>
                                   ARTICLE V
                        LOANS, NOTES, CHECKS, CONTRACTS
                             AND OTHER INSTRUMENTS


<S>           <C>                                                                                           <C>
Section 5.01.  Notes, Checks, etc................................................................................9

Section 5.02.  Execution of Instruments Generally................................................................9

Section 5.03.  Proxies in Respect of Stock or Other Securities or Other Corporations.............................9

                                   ARTICLE VI
                               GENERAL PROVISIONS

Section 6.01.  Offices..........................................................................................10

Section 6.02.  Corporate Seal...................................................................................10

Section 6.03.  Fiscal Year......................................................................................10

                                   ARTICLE VII
                         VALIDATION OF CERTAIN CONTRACTS

Section 7.01....................................................................................................10

                                  ARTICLE VIII
                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 8.01....................................................................................................11

                                   ARTICLE IX
                                   AMENDMENTS

Section 9.01....................................................................................................11
</TABLE>

                                      iii


<PAGE>   5



                           WERNER FUNDING CORPORATION

                                     By-Laws

                                    ARTICLE I
                                  STOCKHOLDERS

                  SECTION 1.01. ANNUAL MEETINGS. Annual meetings of the
stockholders shall be held at such place, either within or without the State of
Delaware, and at such time and date as the Board of Directors shall determine
and as set forth in the notice of the meeting.

                  SECTION 1.02. SPECIAL MEETINGS. Special meetings of the
stockholders may be called at any time, for the purpose or purposes set forth in
the call, by the Chairman of the Board, the President, the Board of Directors or
the holders of at least one-fifth of all the shares outstanding and entitled to
vote thereat, by delivering a written request to the Secretary. At any time,
upon the written request of any person or persons who have duly called a special
meeting, it shall be the duty of the Secretary to fix the date of the meetings,
to be held not more than 75 days after receipt of the request, and to give due
notice thereof. Special meetings shall be held at such place, either within or
without the State of Delaware, and at such time and date as the Board of
Directors shall determine and as set forth in the notice of the meeting.

                  SECTION 1.03. NOTICE OF ANNUAL AND SPECIAL MEETINGS. Except as
otherwise expressly required by law, notice of each meeting of stockholders,
whether annual or special, shall be given at least 5 and not more than 60 days
prior to the date on which the meeting is to be held to each stockholder of
record entitled to vote thereat by delivery of a notice thereof to him
personally or by sending a copy thereof through the mail or by telecommunication
equipment, charges prepaid, to his address appearing on the records of the
Corporation. Each such notice shall specify the place, day and hour of the
meeting and, in the case of a special meeting, shall briefly state the purpose
or purposes for which the meeting is called. A written waiver of notice, signed
by the person or persons entitled to such notice, whether before or after the
date and time fixed for the meeting shall be deemed the equivalent of such
notice. Neither the business to be transacted at nor the purpose of the meeting
need be specified in a waiver of notice of such meeting.

                  SECTION 1.04. QUORUM. A stockholders' meeting duly called
shall not be organized for the transaction of business unless a quorum is
present. At any meeting the presence in person or by proxy of stockholder
entitled to cast at least a majority of the votes which all stockholders are
entitled to cast on the particular matter shall constitute a quorum for the
purpose of considering such matter, except as otherwise expressly provided by
law or by the Certificate of Incorporation or By-Laws of the Corporation. The
stockholders present at a duly organized meeting can continue to do business
until adjournment, notwithstanding the withdrawal of enough stockholders to
leave less than a quorum. If a meeting cannot be organized because a quorum has
not attended, those present may adjourn the meeting from time to time to such
time (not more than 30 days after the next previous adjourned meeting) and place
as they may determine, without notice other than by announcement at the meeting
of the time 


<PAGE>   6

and place of the adjourned meeting; and in the case of any meeting called for
the election of directors, those who attend the second of such adjourned
meetings, although entitled to cast less than a majority of the votes entitled
to be cast on any matter to be considered at the meeting, shall nevertheless
constitute a quorum for the purpose of electing directors.

                  SECTION 1.05. VOTING. At every meeting of stockholders, each
holder of record of issued and outstanding stock of the Corporation entitled to
vote at such meeting shall be entitled to vote in person or by proxy and, except
where a date has been fixed as the record date for the determination of
stockholders entitled to notice of or to vote at such meeting, no holder of
record of a share of stock which has been transferred on the books of the
Corporation within 10 days next preceding the date of such meeting shall be
entitled to notice of or to vote at such meeting in respect of such share so
transferred. Resolutions of the stockholders shall be adopted, and any action of
the stockholders at a meeting upon any matter shall be taken and be valid, only
if at least a majority of the votes cast with respect to such resolutions or
matter are cast in favor thereof, except as otherwise expressly provided by law
or by the Certificate of Incorporation or By-Laws of the Corporation. The
Chairman of the Board (if one has been elected and is present) shall be
chairman, and the Secretary (if present) shall act as secretary, at all meetings
of the stockholders. In the absence of the Chairman of the Board, the President
shall be chairman; and in the absence of both of them, the chairman shall be
designated by the Board of Directors or if not so designated shall be elected by
the stockholders present; and in the absence of the Secretary, an Assistant
Secretary shall act as secretary of the meeting.

                  SECTION 1.06. PROCEDURE AT STOCKHOLDERS' MEETINGS. The
organization of each meeting of the stockholders, the order of business thereat
and all matters relating to the manner of conducting the meetings shall be
determined by the chairman of the meeting, whose decisions may be overruled only
by majority vote (which shall not be by ballot) of the stockholders present and
entitled to vote at the meeting in person or by proxy. Meetings shall be
conducted in a manner designed to accomplish the business of the meeting in a
prompt and orderly fashion and to be fair and equitable to all stockholders, but
it shall not be necessary to follow Roberts' Rules of Order or any other manual
of parliamentary procedure.

                  SECTION 1.07. ACTION WITHOUT MEETING. Any action required or
permitted to be taken at any annual or special meeting of stockholders, or any
action which may be taken at any annual or special meeting, 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 such written consent is filed with the
minutes of proceedings of the stockholders. 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.

                                       2
<PAGE>   7

                                   ARTICLE II
                                    DIRECTORS

                  SECTION 2.01. NUMBER, ELECTION AND TERM OF OFFICE. The number
of directors which shall constitute the full Board of Directors shall be
determined by resolution of the board of directors or by the stockholders at the
annual meeting provided, however, that in no event shall the number of directors
be less than three or more than eleven. Each director shall hold office for the
term for which he is elected and thereafter until his successor is duly elected
or until his prior death, resignation or removal. Directors need not be
stockholders.

                  SECTION 2.02. CHAIRMAN OF THE BOARD. The Board of Directors
shall elect a Chairman of the Board. The Chairman when present shall preside at
all meetings of the shareholders and of the Board of Directors.

                  SECTION 2.03. ANNUAL MEETING. Annual Meetings of the Board of
Directors shall be held each year at the same place as and immediately after the
annual meeting of stockholders, or at such other place and time as shall
theretofore have been determined by the Board. At its regular annual meeting,
the Board of Directors shall organize itself and elect the officers of the
Corporation for the ensuing year, and may transact any other business.

                  SECTION 2.04. REGULAR MEETINGS. Regular meetings of the Board
of Directors may be held at such intervals and at such time and place as shall
from time to time be determined by the Board. After there has been such
determination and notice thereof has been once given to each person then a
member of the Board of Directors, regular meetings may be held at such intervals
and time and place without further notice being given.

                  SECTION 2.05. SPECIAL MEETINGS. Special meetings of the Board
of Directors may be called at any time by the Board, by the Chairman of the
Board, by the President or by any two directors to be held on such day and at
such time and place as shall be specified by the person or persons calling the
meeting.

                  SECTION 2.06. NOTICE OF ANNUAL AND SPECIAL MEETINGS. Except as
otherwise expressly required by law, notice of the annual meeting of the Board
of Directors need not be given. Except as otherwise expressly required by law,
notice of every special meeting of the Board of Directors specifying the place,
date and time thereof shall be given to each director either by being mailed on
at least the third day prior to the date of the meeting or by being sent by
telecommunications equipment or given personally or by telephone at least 24
hours prior to the time of the meeting. A written waiver of notice of a special
meeting, signed by the person or persons entitled to such notice, whether before
or after the date and time stated therein fixed for the meeting, shall be deemed
the equivalent of such notice, and attendance of a director at a meeting shall
constitute a waiver of notice of such meeting except when the director attends
the meeting for the express purpose of objecting, when he enters the meeting, to
the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at nor the purpose of the
meeting need be specified in a waiver of notice of such meeting.

                                       3
<PAGE>   8

                  SECTION 2.07. QUORUM AND MANNER OF ACTING. At all meetings of
the Board of Directors, except as otherwise expressly provided by law or by the
Certificate of Incorporation or By-Laws of the Corporation, the presence of a
majority of the full Board shall be necessary and sufficient to constitute a
quorum for the transaction of business. If a quorum is not present at any
meeting, the meeting may be adjourned from time to time by a majority of the
directors present until a quorum as aforesaid shall be present, but notice of
the time and place to which such a meeting is adjourned shall be given to any
directors not present either by being sent by telecommunications equipment or
given personally or by telephone at least 8 hours prior to the date of
reconvening. Resolutions of the Board of Directors shall be adopted, and any
action of the Board at a meeting upon any matter shall be taken and be valid,
only with the affirmative vote of at least a majority of the directors present
at the meeting, except as otherwise provided herein. The Chairman of the Board
(if one has been elected and is present) shall be chairman, and the Secretary
(if present) shall act as secretary, at all meetings of the Board. In the
absence of the Chairman of the Board, the President shall be chairman, and in
the absence of both of them the directors present shall select a member of the
Board of Directors to be chairman; and in the absence of the Secretary and
Assistant Secretary, the chairman of the meeting shall designate any person to
act as secretary of the meeting.

                  SECTION 2.08. 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 a consent in writing,
setting forth the actions so taken, shall be signed by all members of the Board
or such committees, as the case may be, and such written consent is filed with
the minutes of the Board or committee.

                  SECTION 2.09. PARTICIPATION BY CONFERENCE TELEPHONE. Members
of the Board of Directors of the Corporation, or any committee designated by the
Board, may participate in a meeting of the Board or committee by means of
conference telephone or similar communications equipment by which all persons
participating in the meeting can hear each other, and participation in a meeting
by such means shall constitute presence in person at such meeting.

                  SECTION 2.10. RESIGNATIONS. A director may resign by
submitting his written resignation to the Chairman of the Board (if one has been
elected) or the Secretary. Unless otherwise specified therein, the resignation
of a director need not be accepted to make it effective and shall be effective
immediately upon its receipt by such officer or as otherwise specified therein.
If the resignation of a director specifies that it shall be effective at some
time later than receipt, until that time the resigning director shall be
competent to act on all matters before the Board of Directors, including filling
the vacancy caused by such resignation.

                  SECTION 2.11. REMOVAL OF DIRECTORS. The entire Board of
Directors or any individual director may be removed at any time for cause or
without cause by the holders of a majority of the shares then entitled to vote
at an election of directors. The vacancy or vacancies caused in the Board of
Directors by such removal may but need not be filled by such stockholders at the
same meeting or at a special meeting of the stockholders called for that
purpose.

                                       4
<PAGE>   9

                  SECTION 2.12. VACANCIES. Any vacancy that shall occur in the
Board of Directors by reason of death, resignation, removal, increase in the
number of directors or any other cause whatever shall, unless filled as provided
in Section 2.11 of this Article II, be filled by a majority of the then members
of the Board, whether or not a quorum, and each person so elected shall be a
director until he or his successor is elected by the stockholders at a meeting
called for the purpose of electing directors, or until his prior death,
resignation or removal.

                  SECTION 2.13. COMPENSATION OF DIRECTORS. The Corporation may
allow compensation to its directors for their services, as determined from time
to time by resolution adopted by the Board of Directors.

                  SECTION 2.14. COMMITTEES. The Board of Directors may, by
resolution adopted by a majority of the full Board, designate one or more
committees consisting of directors to have and exercise such authority of the
Board in the management of the business and affairs of the Corporation as the
resolution of the Board creating such committee may specify and as is otherwise
permitted by law. 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 absence or disqualification of
any member of such committee or committees, 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 director to act at the
meeting in the place of such absent or disqualified member.

                  SECTION 2.15.  PERSONAL LIABILITY OF DIRECTORS.

                  (a) To the fullest extent that the laws of the State of
Delaware, as the same exist or may hereafter be amended, permit elimination of
the personal liability of directors, no director of this Corporation shall be
personally liable to this Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director.

                  (b) The provisions of this Section 2.15 shall be deemed to be
a contract with each director of this Corporation who serves as such at any time
while this Section 2.15 is in effect, and each such director shall be deemed to
be serving as such in reliance on the provisions of this Section 2.15. Any
amendment or repeal of this Section 2.15 or adoption of any By-Law of this
Corporation or other provision of the Certificate of Incorporation of this
Corporation which has the effect of increasing director liability shall operate
prospectively only and shall not affect any action taken, or any failure to act,
by a director of this Corporation prior to such amendment, repeal, By-Law or
other provision becoming effective.

                                   ARTICLE III
                             OFFICERS AND EMPLOYEES

                  SECTION 3.01. EXECUTIVE OFFICERS. The Executive Officers of
the Corporation shall be the President, a Secretary and a Treasurer, and may
include one or more Vice Presidents as the Board of Directors may from time to
time determine, all of whom shall be elected by the Board of Directors. Any two
or more offices may be held by the same person. Each Executive Officer shall
hold office until the next succeeding annual meeting of the Board of Directors
and 


                                       5
<PAGE>   10

thereafter until his successor is duly elected and qualifies, or until his
earlier death, resignation or removal.

                  SECTION 3.02. ADDITIONAL OFFICERS; OTHER AGENTS AND EMPLOYEES.
The Board of Directors may from time to time appoint or hire such additional
officers, assistant officers, agents, employees and independent contractors as
the Board deems advisable; and the Board or the President shall prescribe their
duties, conditions of employment and compensation. Subject to the power of the
Board of Directors, the President may employ from time to time such other
agents, employees, and independent contractors as he may deem advisable for the
prompt and orderly transaction of the business of the Corporation, and he may
prescribe their duties and the conditions of their employment, fix their
compensation and dismiss them, without prejudice to their contract rights, if
any.

                  SECTION 3.03. THE PRESIDENT. Subject to the control of the
Board of Directors, the President shall have general policy supervision of and
general management and executive powers over all the property, business,
operations and affairs of the Corporation, and shall see that the policies and
programs adopted or approved by the Board are carried out. The President shall
exercise such further powers and duties as from time to time may be prescribed
in these By-Laws or by the Board of Directors.

                  SECTION 3.04. THE VICE PRESIDENTS. The Vice Presidents may be
given by resolution of the Board of Directors general executive powers, subject
to the control of the President, concerning one or more or all segments of the
operations of the Corporation. The Vice Presidents shall exercise such further
powers and duties as from time to time may be prescribed in these By-Laws or by
the Board of Directors or by the President. At the request of the President or
in his absence or disability, the senior Vice President shall exercise all the
powers and duties of the President.

                  SECTION 3.05. THE SECRETARY AND ASSISTANT SECRETARIES. It
shall be the duty of the Secretary (a) to keep or cause to be kept an original
or duplicate record of the proceedings of the stockholders and the Board of
Directors, and a copy of the Certificate of Incorporation and of the By-Laws;
(b) to attend to the giving of notices of the Corporation as may be required by
law or these By-Laws; (c) to be custodian of the corporate records and of the
seal of the Corporation and see that the seal is affixed to such documents as
may be necessary or advisable; (d) to have charge of the stock books of the
Corporation, and a share register, giving the names of the stockholders in
alphabetical order, and showing their respective addresses, the number and
classes of shares held by each, the number and date of certificates issued for
the shares, and the date of cancellation of every certificate surrendered for
cancellation; and (e) to exercise all powers and duties as may be prescribed by
the Board of Directors or by the President from time to time. The Secretary by
virtue of his office shall be an Assistant Treasurer. The Assistant Secretaries
shall assist the Secretary in the performance of his duties and shall also
exercise such further powers and duties as from time to time may be assigned to
them by the Board of Directors, the President or the Secretary. At the direction
of the Secretary or in his absence or disability, an Assistant Secretary shall
perform the duties of the Secretary.

                                       6
<PAGE>   11

                  SECTION 3.06. THE TREASURER AND ASSISTANT TREASURERS. The
Treasurer shall have custody of all the funds and securities of the Corporation.
He shall collect all moneys due the Corporation and deposit such moneys to the
credit of the Corporation in such banks, trust companies, or other depositories
as may have been duly designated by the Board of Directors. He shall endorse for
collection on behalf of the Corporation checks, notes, drafts and other
documents, and may sign and deliver receipts, vouchers and releases of liens
evidencing payments made to the Corporation. Subject to Section 5.01 of these
By-Laws, he shall cause to be disbursed the funds of the Corporation by payment
in cash or by checks or drafts upon the authorized depositories of the
Corporation. He shall have charge of the books and accounts of the Corporation.
He shall perform all acts incident to the office of Treasurer and such other
duties as may be assigned to him by the Board of Directors. The Treasurer by
virtue of his office shall be an Assistant Secretary. The Assistant Treasurers
shall assist the Treasurer in the performance of his duties and shall also
exercise such further powers and duties as from time to time may be assigned to
them by the Board of Directors, the President or the Treasurer. At the direction
of the Treasurer or in his absence or disability, an Assistant Treasurer shall
perform the duties of the Treasurer.

                  SECTION 3.07. VACANCIES. Vacancy in any office or position by
reason of death, resignation, removal, disqualification, disability or other
cause, shall be filled in the manner provided in this Article III for regular
election or appointment to such office.

                  SECTION 3.08. DELEGATION OF DUTIES. The Board of Directors may
in its discretion delegate from the time being the powers and duties, or any of
them, of any officer to any other person whom it may selection.

                  SECTION 3.09. PERSONAL LIABILITY OF OFFICERS, EMPLOYEES AND
AGENTS. The Corporation shall indemnify its officers, employees and agents to
the full extent permitted by Section 145 of the Delaware General Corporation
Law, as amended from time to time, or any successor provision of Delaware law.

                  SECTION 3.09. PERSONAL LIABILITY OF OFFICERS, EMPLOYEES AND
AGENTS. The Corporation shall indemnify its officers, employees and agents to
the full extent permitted by Section 145 of the Delaware General Corporation
Law, as amended from time to time, or any successor provision of Delaware law.

                                   ARTICLE IV
                             SHARES OF CAPITAL STOCK

                  SECTION 4.01. SHARE CERTIFICATES. Every holder of stock in the
Corporation shall be entitled to a certificate or certificates, to be in such
form as the Board of Directors may from time to time prescribe, signed by the
President or any Vice President and by the Treasurer or any Assistant Treasurer
or the Secretary or any Assistant Secretary. The signatures of such officers may
be facsimiles. Each such certificate shall set forth the name of the registered
holder thereof, the number and class of shares and the designation of the
series, if any, which the certificate represents. The Board of Directors may, if
it so determines, direct that certificates for shares of 


                                       7
<PAGE>   12

stock of the Corporation be signed by a transfer agent or registered by a
registrar or both, in which case such certificates shall not be valid until so
signed or registered.

                  In the case of any officer of the Corporation who shall have
signed, or whose facsimile signature shall have been used on, any certificate
for shares of stock of the Corporation shall cease to be such officer, whether
because of death, resignation, removal or otherwise, before such certificate
shall have been delivered by the Corporation, such certificate shall
nevertheless be deemed to have been adopted by the Corporation and may be issued
and delivered as though the person who signed such certificate or whose
facsimile signature shall have been used thereon had not ceased to be such
officer.

                  SECTION 4.02. TRANSFER OF SHARES. Transfer of shares of stock
of the Corporation shall be made only on the books of the Corporation by the
registered holder thereof or by his attorney thereunto authorized by an
instrument duly executed and filed with the Corporation, and on surrender of the
certificate or certificates for such shares properly endorsed or accompanied by
properly executed stock powers and evidence of the payment of all taxes imposed
upon such transfer. Except as provided in Section 4.04 of this Article IV, every
certificate surrendered for transfer shall be canceled and no new certificate or
certificates shall be issued in exchange for any existing certificate until such
existing certificate shall have been so canceled.

                  SECTION 4.03. TRANSFER AGENTS AND REGISTRARS. The Board of
Directors may appoint any one or more qualified banks, trust companies or other
corporations organized under any law of any state of the United States or under
the laws of the United States as agent or agents for the Corporation in the
transfer of the stock of the Corporation and likewise may appoint any one or
more such qualified banks, trust companies or other corporations as registrar or
registrars of the stock of the Corporation.

                  SECTION 4.04. LOST, STOLEN, DESTROYED OR MUTILATED
CERTIFICATES. New certificates for shares of stock may be issued to replace
certificates lost, stolen, destroyed or mutilated upon such terms and
conditions, which may but need not include the giving of a satisfactory bond or
other indemnity, as the Board of Directors may from time to time determine.

                  SECTION 4.05. REGULATIONS RELATING TO SHARES. The Board of
Directors shall have power and authority to make such rules and regulations not
inconsistent with these By-Laws or with law as it may deem expedient concerning
the issue, transfer and registration of certificates representing shares of
stock of the Corporation.

                  SECTION 4.06. HOLDERS OF RECORD. The Corporation shall be
entitled to treat the holder of record of any share or shares of stock as the
holder and owner in fact thereof and shall not be bound to recognize any
equitable or other claim to or interest in such shares on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise expressly provided by the laws of the State of Delaware.

                  SECTION 4.07.  FIXING OF RECORD DATE.  The Board of Directors
may fix a record date which does not precede the date on which the resolution
fixing such record date is adopted,

                                       8
<PAGE>   13

                  (a) In order to determine the stockholders entitled to notice
of or to vote at any meeting of stockholders provided such record date is not
less than ten or more than sixty days prior to the date of any such meeting; and

                  (b) in order to determine the stockholders entitled to consent
to corporate action in writing without a meeting provided such record date is
not more than ten days after the date on which the resolution fixing such record
date is adopted; and

                  (c) in order to determine the stockholders entitled to receive
payment of any dividend or other distribution or allotment of any rights or the
stockholders entitled to exercise any rights in respect of any change conversion
or exchange of stock, or for the purpose of any other lawful action, provided
such record date is not more than sixty days prior to such action.

                  In such case, only such stockholders as shall be stockholders
of record on the date so fixed shall be entitled to notice of, or to vote at,
such meeting or to receive payment of such dividend, or to receive such
allotment of rights, or to exercise such rights, as the case may be,
notwithstanding any transfer of any shares on the books of the Corporation after
any record date fixed as aforesaid.

                                    ARTICLE V
                              LOANS, NOTES, CHECKS,
                         CONTRACTS AND OTHER INSTRUMENTS

                  SECTION 5.01. NOTES, CHECKS, ETC. All notes, drafts,
acceptances, checks, endorsements (other than for deposit) and all evidences of
indebtedness of the Corporation whatsoever shall be signed by such officers or
agents and shall be subject to such requirements as to countersignature or other
conditions as the Board of Directors from time to time may designate. Facsimile
signatures on checks may be used unless prohibited by the Board of Directors.

                  SECTION 5.02. EXECUTION OF INSTRUMENTS GENERALLY. Except as
provided in Section 5.01 of this Article V, all contracts and other instruments
requiring execution by the Corporation may be executed and delivered by the
President, any Vice President or the Treasurer, and authority to sign any such
contracts or instruments, which may be general or confined to specific
instances, may be conferred by the Board of Directors upon any other person or
persons. Any person having authority to sign on behalf of the Corporation may
delegate, from time to time, by instrument in writing, all or any part of such
authority to any person or person if authorized so to do by Board of Directors.

                  SECTION 5.03. PROXIES IN RESPECT OF STOCK OR OTHER SECURITIES
OR OTHER CORPORATIONS. Unless otherwise provided by the Board of Directors, the
President may from time to time appoint an attorney or attorneys or an agent or
agents of the Corporation to exercise in the name and on behalf of the
Corporation the powers and rights which the Corporation may have as the holder
of stock or other securities in any other corporation to vote or consent in
respect of such stock or other securities, may instruct the person or persons so
appointed as to the manner of exercising such powers and rights and may execute
or cause to be executed in the name and on 


                                       9
<PAGE>   14

behalf of the Corporation and under its corporate seal or otherwise all such
written proxies or other instruments as he may deem necessary or proper in order
that the Corporation may exercise its said powers and rights.

                                   ARTICLE VI
                               GENERAL PROVISIONS

                  SECTION 6.01. OFFICES. The registered office of the
Corporation shall be at 1105 North Market Street, Suite 1300, Wilmington,
Delaware. The Corporation may have other offices, within or without the State of
Delaware, at such place or places as the Board of Directors may from time to
time determine or the business of the Corporation may require.

                  SECTION 6.02. CORPORATE SEAL. The Board of Directors shall
prescribe the form of a suitable corporate seal, which shall contain the full
name of the Corporation and the year and state of incorporation. Such seal may
be used by causing it or a facsimile or reproduction thereof to be affixed to or
placed upon the document to be sealed.

                  SECTION 6.03.  FISCAL YEAR.  Unless otherwise determined by 
the Board of Directors, the fiscal year of the Corporation shall be the calendar
year.

                                   ARTICLE VII
                         VALIDATION OF CERTAIN CONTRACTS

                  SECTION 7.01. No contract or other transaction between the
Corporation and another person shall be invalidated or otherwise adversely
affected by the fact that any one or more stockholders, directors or officers of
the Corporation -

                  (i)  is peculiarly or otherwise interested in, or is a 
stockholder, director, officer, or member of, such other person, or

                  (ii) is a party to, or is in any other way peculiarly or
otherwise interested in, the contract or other transaction, or

                  (iii) is in any way connected with any person peculiarly or
otherwise interested in such contract or other transaction, provided the fact of
such interest shall be disclosed or known to the Board of Directors or the
stockholders, as the case may be, and in any action of the stockholders or of
the Board authorizing or approving any such contract or other transaction, any
and every stockholder or director may be counted in determining the existence of
a quorum with like force and effect as though he were not so interested, or were
not such a stockholder, director, member or officer, or were not such a party,
or were not so connected. Such director, stockholder or officer shall not be
liable to account to the Corporation for any profit realized by him from or
through any such contract or transaction approved or authorized as aforesaid. As
used herein, the term "person" includes a corporation, partnership, firm,
association or other legal entity.


                                       10
<PAGE>   15



                                  ARTICLE VIII
                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  SECTION 8.01. To the maximum extent provided by applicable
law, no director shall be personally liable to the Corporation or its
stockholders for monetary damages for any breach of fiduciary duty by such
director as a director. The foregoing sentence shall not eliminate or limit the
liability of a director, (i) for breach of the director's duty of loyalty of the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct of a knowing violation of law, (iii)
pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any
transaction from which the director derived an improper personal benefit. No
amendment to or repeal of this Article VIII shall apply to or have any effect on
the liability or alleged liability of any director of the Corporation for or
with respect to any acts or omissions of such director occurring prior to such
amendment.

                  Directors and officers of the Corporation shall be indemnified
as of right to the fullest extent now or hereafter permitted by law in
connection with any actual or threatened civil, criminal, administrative or
investigative action, suit or proceeding (whether brought by or in the name of
the Corporation or otherwise) arising out of their service to the Corporation or
to another organization at the request of the Corporation. Persons who are not
directors or officers of the Corporation may be similarly indemnified in respect
of such service to the extent authorized at any time by the Board of Directors
of the Corporation. The Corporation may purchase and maintain insurance to
protect itself and any such director, officer or other person against any
liability asserted against him and incurred by him in respect of such service
whether or not the Corporation would have the power to indemnify him against
such liability by law or under the provisions of this Article. The provisions of
this Article shall be applicable to actions, suits or proceedings commenced
after the adoption hereof, whether arising from acts or omissions occurring
before or after the adoption hereof, and to directors, officers and other
persons who have ceased to render such service, and shall inure to the benefit
of the heirs, executors and administrators of the directors, officers and other
persons referred to in this Article.

                                   ARTICLE IX
                                   AMENDMENTS

                  SECTION 9.01. These By-Laws may be amended, altered and
repealed, and new By-Laws may be adopted, by the stockholders or the Board of
Directors of the Corporation at any regular or special meeting. No provision of
these By-Laws shall vest any property or contract right in any stockholder.


                                       11