<PAGE>   1
                                                                    EXHIBIT 10.1












                                     BY-LAWS

                                       OF

                               VENATOR GROUP, INC.
























                                                    Amended as of April 11, 2001
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<TABLE>
<CAPTION>
                                      INDEX
                                                                                                                Page
                                                                                                                ----
<S>                                                                                                             <C>
ARTICLE I..............................................................................................           1
           Meetings of Shareholders....................................................................           1
ARTICLE II.............................................................................................           4
           Board of Directors .........................................................................           4
ARTICLE III............................................................................................           6
           Committees..................................................................................           6
ARTICLE IV.............................................................................................           8
           Officers....................................................................................           8
           Chairman of the Board.......................................................................           8
           Vice Chairmen of the Board..................................................................           9
           President...................................................................................           9
           Chief Executive Officer.....................................................................           9
           Chief Operating Officer.....................................................................           9
           Executive Vice Presidents, Senior Vice Presidents and Other Vice Presidents.................           9
           Chief Accounting Officer....................................................................           10
           Treasurer...................................................................................           10
           Secretary...................................................................................           10
           Powers of Officers Regulated ...............................................................           10
ARTICLE V..............................................................................................           11
           Execution of Contracts......................................................................           11
ARTICLE VI ............................................................................................           11
           Capital Stock ..............................................................................           11
ARTICLE VII............................................................................................           12
           Corporate Seal..............................................................................           12
ARTICLE VIII...........................................................................................           12
           Fiscal Year.................................................................................           12
ARTICLE IX.............................................................................................           12
           Indemnification of Directors, Officers and Others...........................................           12
ARTICLE X..............................................................................................           14
           Amendments..................................................................................           14
</TABLE>


                                       i
<PAGE>   3
                                     BY-LAWS

                                       OF

                               VENATOR GROUP, INC.

                           ---------------------------


                                    ARTICLE I

                            MEETINGS OF SHAREHOLDERS



         SECTION 1. Any meeting of the shareholders may be held at such place
within or without the United States, and at such hour, as shall be fixed by the
Board of Directors and stated in the notice of meeting, or, if not so fixed, at
the office of the Corporation in the State of New York at 10:00 A.M.

         SECTION 2. The annual meeting of shareholders shall be held on such day
and at such time as may be fixed by the Board of Directors for the election of
directors and the transaction of other business.

         SECTION 3. A special meeting of the shareholders may be held whenever
called in writing by the Secretary upon the direction of the Chairman of the
Board, a Vice Chairman of the Board, the President, the Chief Executive Officer,
or a majority of the entire Board of Directors. At any such special meeting only
such business may be transacted which is related to the purpose or purposes set
forth in the notice required by Section 5 of Article I.

                  A special meeting may be cancelled by resolution of the Board
of Directors.

         SECTION 4. For the purpose of determining the shareholders entitled to
notice of, or to vote at, any meeting of shareholders or any adjournment
thereof, the Board of Directors may fix, in advance, a date as the record date
for such determination of shareholders. Such date shall not be more than 60 nor
less than 10 days before the date of such meeting. When a determination of
shareholders of record entitled to notice of, or to vote at, any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof, unless the Board of Directors fixes a new
record date for the adjourned meeting.

         SECTION 5. Notice of any meeting of shareholders may be written or
electronic. The notice shall state the place, date and hour of any meeting of
shareholders and, unless it is the annual meeting, shall indicate that it is
being issued by, or at the direction of, the person or persons calling the
meeting. Notice of a special meeting shall also state the


                                       1
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purpose or purposes for which the meeting is called. If, at any meeting, action
is proposed to be taken which would, if taken, entitle shareholders to demand
payment for their shares, the notice of such meeting shall include a statement
of that purpose and to that effect. Notice of any meeting shall be given, not
more than 60 nor less than 10 days before the date of the meeting, to each
shareholder entitled to vote at such meeting. If mailed, such notice is given
when deposited in the United States mail, with postage thereon prepaid, directed
to the shareholder at his or her address as it appears on the record of
shareholders, or, if he or she shall have filed with the Secretary a written
request that notices be mailed to some other address, then such notice shall be
directed to him or her at such other address. If transmitted electronically,
such notice is given when directed to the shareholder's electronic mail address
as supplied by the shareholder to the Secretary or as otherwise directed
pursuant to the shareholder's authorization or instructions. An affidavit of the
Secretary or other person giving the notice or of a transfer agent of the
Corporation that the notice required by this section has been given shall, in
the absence of fraud, be prima facie evidence of the facts therein stated.

                  When a meeting is adjourned to another time or place, it shall
not be necessary to give any notice of the adjourned meeting if the time and
place to which the meeting is adjourned are announced at the meeting at which
the adjournment is taken, and at the adjourned meeting any business may be
transacted that might have been transacted on the original date of the meeting.
However, if after the adjournment the Board of Directors fixes a new record date
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each shareholder of record on the new record date.

         SECTION 6. A list of shareholders as of the record date, certified by
the officer of the Corporation responsible for its preparation or by a transfer
agent of the Corporation, shall be produced at any meeting of shareholders upon
the request thereat or prior thereto of any shareholder. If the right to vote at
any meeting is challenged, the inspectors, or person presiding thereat, shall
require such list of shareholders to be produced as evidence of the right of the
persons challenged to vote at such meeting, and all persons who appear from such
list to be shareholders entitled to vote thereat may vote at such meeting.

         SECTION 7. The holders of a majority of the votes of shares entitled to
vote thereat shall constitute a quorum at a meeting of shareholders for the
transaction of any business. When a quorum is once present to organize a
meeting, it is not broken by the subsequent withdrawal of any shareholder. The
shareholders present may adjourn the meeting despite the absence of a quorum.

         SECTION 8. Every shareholder entitled to vote at a meeting of
shareholders may authorize another person or persons to act for him or her by
proxy executed in writing (or in such manner permitted by law) by the
shareholder or his or her attorney-in-fact. No proxy shall be valid after the
expiration of 11 months from the date thereof, unless otherwise provided in the
proxy. Every proxy shall be revocable at the pleasure of the shareholder
executing it, except as otherwise provided by the New York Business Corporation
Law.

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         SECTION 9. At all meetings of shareholders the Chairman of the Board
shall preside; and in his or her absence a Vice Chairman of the Board, the
President or such other officer or director as may be appointed by the Board of
Directors shall preside; and in the absence of any such officer, a chairman
appointed by the shareholders present shall preside. The Secretary or an
Assistant Secretary shall act as secretary at all meetings of the shareholders,
but in the absence of the Secretary or an Assistant Secretary the presiding
officer may appoint any person to act as secretary of such meeting.

         SECTION 10. The Board of Directors, in advance of any meeting of
shareholders, shall appoint one or more inspectors to act at the meeting or at
any adjournment thereof. If inspectors are not so appointed or if such persons
are unable to act at the meeting, the person presiding at the meeting shall
appoint one or more inspectors. Each inspector, 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 or her ability.

         SECTION 11. The inspectors shall determine the number of shares
outstanding and the voting power of each, the shares represented at the meeting,
the existence of a quorum, 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 shareholders. On request of
the person presiding at the meeting or any shareholder entitled to vote thereat,
the inspectors shall make a report, in writing, of any challenge, question or
matter determined by them and execute a certificate of any fact found by them.
Any report or certificate made by them shall be prima facie evidence of the
facts stated and of the vote as certified by them.

         SECTION 12. Every shareholder of record shall be entitled at every
meeting of shareholders to one vote for every share standing in his or her name
on the record date on the record of shareholders.

         SECTION 13. (1) At any annual meeting of shareholders, only such
business shall be transacted as shall have been properly brought before the
meeting. To be properly brought before an annual meeting, business must be (i)
specified in the notice of the meeting given by or at the direction of the Board
of Directors (including, if so specified, any shareholder proposal submitted
pursuant to the rules and regulations of the Securities and Exchange
Commission), (ii) otherwise brought before the meeting by or at the direction of
the Board of Directors or (iii) otherwise properly brought before the meeting in
accordance with the procedure set forth in the following paragraph, by a
shareholder of the Corporation entitled to vote at such meeting.

                  For business to be brought by a shareholder before an annual
meeting of shareholders pursuant to clause (iii) above, the shareholder must
have given written notice thereof to the Secretary of the Corporation, such
notice to be received at the principal executive offices of the Corporation not
less than 90 nor more than 120 calendar days prior

-----------------------------
(1)  AMENDED EFFECTIVE 7/1/01.



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to the one-year anniversary of the date of the annual meeting of shareholders
for the previous year; provided, however, that if the annual meeting of
shareholders is called for a date that is not within 30 days before or after
such anniversary date, notice by the shareholder must be received at the
principal executive offices of the Corporation not later than the close of
business on the tenth day following the day on which the Corporation's notice of
the date of meeting is first given or made to the shareholders or disclosed to
the general public (which disclosure may be effected by means of a publicly
available filing with the Securities and Exchange Commission), whichever occurs
first. A shareholder's notice to the Secretary shall set forth, as to each
matter the shareholder proposes to bring before the annual meeting, (i) a brief
description of the business proposed to be brought before the annual meeting and
of the reasons for bringing such business before the annual meeting and, if such
business includes a proposal to amend either the Certificate of Incorporation or
these By-laws, the text of the proposed amendment, (ii) the name and record
address of the shareholder proposing such business, (iii) the number of shares
of each class of stock of the Corporation that are beneficially owned by such
shareholder, (iv) any material interest of the shareholder in such business
being proposed, and (v) such other information relating to the proposal that is
required to be disclosed in solicitations pursuant to the Securities Exchange
Act of 1934, as amended, and the rules and regulations of the Securities and
Exchange Commission or other applicable law.

                  Notwithstanding anything in these By-laws to the contrary, no
business shall be conducted at an annual meeting of shareholders except in
accordance with the procedures set forth in this Section 13; provided, however,
that nothing in this Section 13 shall be deemed to preclude discussion by any
shareholder of any business properly brought before the annual meeting of
shareholders in accordance with such procedures and any rules of order
established by the chairman of the meeting of shareholders. The chairman of the
meeting of shareholders shall, if the facts warrant, determine and declare at
the meeting that the business was not properly brought before the meeting in
accordance with the provisions of this Section 13, and, if he should so
determine, he shall so declare to the meeting that any such business not
properly brought before the annual meeting shall not be transacted.

                                   ARTICLE II

                               BOARD OF DIRECTORS

         SECTION 1. The number of directors constituting the entire Board of
Directors shall be not less than 9 or more than 17, the exact number of
directors to be determined from time to time by resolution adopted by a majority
of the entire Board of Directors. At each annual meeting of shareholders,
directors shall be elected to hold office by a plurality of the votes cast.

         SECTION 2. (2) Nominations for election to the Board of Directors of
the Corporation at a meeting of shareholders may be made by the Board of
Directors, on behalf of the Board of Directors by any nominating committee
appointed by such Board, or


-----------------------------
(2)   AMENDED EFFECTIVE 7/1/01.


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by any shareholder of the Corporation entitled to vote for the election of
directors at such meeting. Such nominations, other than those made by or on
behalf of the Board of Directors, shall be made by notice in writing delivered
or mailed by first class United States mail, postage prepaid, to the Secretary
of the Corporation, and received by the Secretary not less than 90 nor more than
120 calendar days prior to the one-year anniversary of the date of the annual
meeting of shareholders for the previous year; provided, however, that if the
annual meeting of shareholders is called for a date that is not within 30 days
before or after such anniversary date, notice by the shareholder must be
received by the Secretary at the principal executive offices of the Corporation
not later than the close of business on the tenth day following the day on which
the Corporation's notice of the date of meeting is first given or made to the
shareholders or disclosed to the general public (which disclosure may be
effected by means of a publicly available filing with the Securities and
Exchange Commission), whichever occurs first. Each such notice shall set forth:
(a) the name and address of the shareholder who intends to make the nomination,
(b) the name, age, business address and, if known, residence address of each
nominee proposed in such notice, (c) the principal occupation or employment of
each proposed nominee, (d) the number of shares of stock of the Corporation
which are beneficially owned by each such proposed nominee and by the nominating
shareholder, (e) any other information concerning the proposed nominee that must
be disclosed of nominees in proxy solicitations for elections of directors
pursuant to the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Securities and Exchange Commission or other applicable law,
and (f) the executed consent of each proposed nominee to serve as director of
the Corporation if so elected, together with an undertaking, executed by such
proposed nominee, to furnish to the Corporation any information it may request
upon the advice of counsel for the purpose of determining such proposed
nominee's eligibility to serve as a director.

                  The chairman of the meeting of shareholders may, if the facts
warrant, determine that a nomination was not made in compliance with the
foregoing procedures, and if the chairman should so determine, the chairman
shall so declare to the meeting and the defective nomination shall be
disregarded.

         SECTION 3. The Board of Directors or any committee thereof may hold its
meetings in such place or places within or without the State of New York as the
Board of Directors may, from time to time, determine. Any one or more or all of
the members of the Board of Directors, or any committee thereof, may participate
in any meeting of the Board or of any committee thereof by means of a conference
telephone or similar communications equipment allowing all persons participating
in the meeting to hear each other at the same time. Participation by such means
shall constitute presence in person at a meeting.

         SECTION 4. Regular meetings of the Board of Directors shall be held in
accordance with the schedule adopted each year by the Board of Directors, or on
such other day or at such other time or place as the Board of Directors may,
from time to time, determine. No notice shall be required for any such regular
meeting of the Board of Directors; provided, however, that the Secretary shall
forthwith give notice of any change

                                       5
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in the place, day or time for holding regular meetings of the Board of Directors
by mailing a notice thereof to each director.

         SECTION 5. At the first meeting of the Board of Directors held after
each annual meeting of shareholders, the Board shall (a) elect the executive
officers of the Corporation, such executive officers to hold office until the
first meeting of the Board of Directors following the next annual meeting of the
shareholders, and (b) designate an Executive Committee and such other committees
as the Board of Directors deems appropriate.

         SECTION 6. Special meetings of the Board of Directors shall be held
whenever called by direction of the Chairman of the Board, a Vice Chairman of
the Board, the President, the Chief Executive Officer or a majority of the
entire Board.

         SECTION 7. Any notice of a meeting of directors required to be given
shall be mailed to each director at least two days before the day on which such
meeting is to be held, or shall be sent by telegraph, telex, cable, wireless,
telecopy or electronic mail, or be delivered personally or by telephone, at
least 24 hours before the time at which such meeting is to be held. Notice need
not be given to any director who submits a signed waiver of notice, whether
before or after the meeting, or who attends the meeting without protesting,
prior thereto or at its commencement, the lack of notice.

         SECTION 8. A notice, or waiver of notice, need not specify the purpose
(other than to amend these By-laws) of any regular or special meeting of the
Board of Directors.

         SECTION 9. At all meetings of the Board of Directors, the Chairman of
the Board, a Vice Chairman of the Board, the President, or such other officer or
director as may be appointed by the Board, shall preside.

         SECTION 10. One-third of the entire Board of Directors shall constitute
a quorum for the transaction of business. Except as otherwise provided in these
By-laws, the vote of a majority of the directors present at the time of the
vote, if a quorum is present at such time, shall be the act of the Board of
Directors. A majority of the directors present, whether or not a quorum is
present, may adjourn any meeting to another time and place. Notice of any
adjournment of any meeting of the Board of Directors to another time or place
shall be given to the directors who were not present at the time of the
adjournment and, unless such time and place are announced at the meeting, to the
other directors.


                                   ARTICLE III

                                   COMMITTEES

         SECTION 1. The Board of Directors, by resolution adopted by a majority
of the entire Board, may designate not less than three of its members who, with
the Chairman of the Board, shall constitute an Executive Committee. During
intervals between meetings of the Board of Directors, the Executive Committee
shall possess, and may exercise, all of the powers of the Board (except as
otherwise provided in this Article III) in the management


                                       6
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of the business of the Corporation, in all cases in which specific directions
shall not have been given by the Board of Directors.

         SECTION 2. The Chairman of the Board shall be the chairman of the
Executive Committee, and the Secretary of the Corporation shall be the secretary
of such committee, or in his or her absence any Assistant Secretary who shall
have been designated by the Board of Directors to perform the duties of the
Secretary. All acts and resolutions of the Executive Committee shall be recorded
in the minute book and reported to the Board of Directors at its next succeeding
regular meeting and shall be subject to the approval of, or revision by, the
Board, but no acts or rights of third parties shall be affected by any such
revision. The presence of a majority of the members of the Executive Committee
shall be necessary to constitute a quorum. The affirmative vote of a majority of
the members of the Executive Committee shall be necessary for the adoption of
any resolution. The members of the Executive Committee who are not full-time
employees of the Corporation shall receive such compensation for their services
as shall, from time to time, be fixed by the Board.

         SECTION 3. The Board of Directors, by resolution adopted by a majority
of the entire Board, may appoint a Compensation and Management Resources
Committee consisting of three or more directors who are not employees of the
Corporation. All compensation paid or payable to officers of the Corporation
shall be fixed by the Compensation and Management Resources Committee.

         SECTION 4. From time to time the Board of Directors, by resolution
adopted by a majority of the entire Board, may appoint any other committee or
committees, each consisting of three or more directors or officers, with such
powers as shall be specified in the resolution of appointment.

         SECTION 5. The Board of Directors may designate one or more directors
as alternate members of any committee, who may replace any absent member or
members at any meeting of such committee.

         SECTION 6. Each committee shall serve at the pleasure of the Board of
Directors. The designation of any such committee and the delegation thereto of
authority shall not alone relieve any director of his or her duty to the
Corporation under the New York Business Corporation Law.

         SECTION 7. No committee shall have authority as to the following
matters:

                  (a) The submission to shareholders of any action that needs
shareholders' approval under the New York Business Corporation Law;

                  (b) The filling of vacancies in the Board of Directors or in
any committee;

                  (c) The fixing of compensation of the directors for serving on
the Board of Directors or on any committee;

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<PAGE>   10
                  (d) The amendment or repeal of any By-law, or the adoption of
any new By-law; or

                  (e) The amendment or repeal of any resolution of the Board of
Directors which, by the terms of such resolution, shall not be so amendable or
repealable.

         SECTION 8. Subject to any requirements of these By-laws, each committee
shall establish its own organization, fix its own rules of procedure and meet as
ordered by the Board of Directors.


                                   ARTICLE IV

                                    OFFICERS

         SECTION 1. The officers of the Corporation shall be elected by the
Board of Directors, and may consist of a Chairman of the Board, a Chief
Executive Officer, a President, a Chief Operating Officer, one or more Executive
Vice Presidents, one or more Senior Vice Presidents, one or more other Vice
Presidents, a Chief Accounting Officer, a Treasurer and a Secretary. The Board
of Directors may also elect, as an officer of the Corporation, one or more Vice
Chairmen of the Board. The Board of Directors may appoint one or more Assistant
Treasurers or Assistant Secretaries and such other officers as shall be deemed
necessary, who shall perform such duties as may, from time to time, be
prescribed by the Board of Directors. Any two or more offices may be held by the
same person, and no officer, except the Chairman of the Board need be a
director.

                  All officers elected or appointed by the Board of Directors
may be removed at any time, with or without cause, by the affirmative vote of a
majority of the entire Board. All other officers, agents and employees shall
hold office at the discretion of the committee or of the officer appointing
them. The removal of an officer without cause shall be without prejudice to his
or her contract rights, if any. The election or appointment of an officer shall
not, of itself, create contract rights.

                  The Board of Directors may require any officer to give
security for the faithful performance of his or her duties.

                              CHAIRMAN OF THE BOARD

         SECTION 2. The Chairman of the Board shall preside at all meetings of
shareholders, the Board of Directors, and the Executive Committee. He or she
shall perform all duties and hold all positions prescribed by these By-laws and
shall perform such other duties as may be assigned to him or her by the Board.



                                       8
<PAGE>   11
                           VICE CHAIRMEN OF THE BOARD

         SECTION 3. Vice Chairmen of the Board shall perform all duties and hold
all positions prescribed by these By-laws and shall have such other powers and
shall perform such other duties as may be assigned them by the Board. In case of
the absence or disability of the Chairman of the Board, the duties of the office
of Chairman of the Board shall be performed by a Vice Chairman of the Board,
unless and until the Board of Directors shall otherwise direct.

                                    PRESIDENT

         SECTION 4. The President shall perform all duties and hold all
positions prescribed by these By-laws and shall have such other powers and shall
perform such other duties as may be assigned to him or her by the Board. In case
of the absence or disability of the Chairman of the Board and any Vice Chairman
of the Board, the duties of the office of Chairman of the Board shall be
performed by the President unless and until the Board of Directors shall direct
otherwise.

                             CHIEF EXECUTIVE OFFICER

         SECTION 5. The Chief Executive Officer shall be the chief executive
officer of the Corporation and shall perform all duties and hold all positions
prescribed by these By-laws and shall perform all other duties incidental to
such office. He or she shall keep the Chairman of the Board and the Board of
Directors fully informed and shall freely consult with the Chairman of the Board
and the Board of Directors concerning the business of the Corporation.

                             CHIEF OPERATING OFFICER

         SECTION 6. The Chief Operating Officer shall be the chief operating
officer of the Corporation, and shall perform all duties and hold all positions
prescribed by these By-laws and shall have such other powers and shall perform
such other duties as may be assigned to him or her by the Board.

                           EXECUTIVE VICE PRESIDENTS,
                             SENIOR VICE PRESIDENTS
                                       AND
                              OTHER VICE PRESIDENTS

         SECTION 7. Each Executive Vice President, each Senior Vice President
and each other Vice President shall have such powers and shall perform such
duties as may be assigned to him or her by the Board of Directors.



                                       9
<PAGE>   12
                            CHIEF ACCOUNTING OFFICER

         SECTION 8. The Chief Accounting Officer shall be the principal
accounting officer of the Corporation and shall be designated the "principal
accounting officer" for purposes for the Corporation's filings with the
Securities and Exchange Commission. He or she shall be responsible for the
systems of financial control, the maintenance of accounting records, the
preparation of the financial statements of the Corporation. He or she shall
prepare and submit regular reports to the Board of Directors when and as
desired. He or she shall perform all duties incident to the office of Chief
Accounting Officer and such additional duties as may be assigned to him or her
by the Board of Directors, the Chairman of the Board, a Vice Chairman of the
Board, the President, the Chief Executive Officer, or the Chief Operating
Officer.


                                    TREASURER

         SECTION 9. The Treasurer shall have the custody of all the funds and
securities of the Corporation; and he or she may endorse on behalf of the
Corporation for collection all checks, notes and other obligations and shall
deposit the same to the credit of the Corporation in such banks or depositories
as the Board of Directors may designate. He or she may sign vouchers, receipts,
checks, drafts, notes and orders for the payment of money and may pay out and
dispose of the same under the direction of the Board of Directors, the Chairman
of the Board, a Vice Chairman of the Board, the President, the Chief Executive
Officer, or the Chief Operating Officer. The Treasurer shall perform all the
duties incident to the office of Treasurer and shall perform such additional
duties as may be assigned to him or her by the Board of Directors, the Chairman
of the Board, a Vice Chairman of the Board, the President, the Chief Executive
Officer, or the Chief Operating Officer. He or she shall give such security for
the faithful performance of his or her duties as the Board of Directors may
determine.

                                    SECRETARY

         SECTION 10. The Secretary shall keep the minutes of all meetings of the
Board of Directors, the minutes of all meetings of the shareholders, and the
minutes of the proceedings of all committees of which he or she shall act as
secretary, in books provided for such purpose. He or she shall have charge of
the certificate books, transfer books and stock ledgers and such other books and
papers as the Board of Directors may direct, all of which shall, at all
reasonable times during business hours, be open to the examination of any
director. The Secretary shall, in general, perform all duties incident to the
office of Secretary, subject to the control of the Board of Directors.

                          POWERS OF OFFICERS REGULATED

         SECTION 11. The Board of Directors may, from time to time, extend or
restrict the powers and duties of any officer.



                                       10
<PAGE>   13
                                    ARTICLE V

                             EXECUTION OF CONTRACTS

         All contracts of the Corporation shall be executed on behalf of the
Corporation by (i) any one of the Chairman of the Board, a Vice Chairman of the
Board, the President, the Chief Executive Officer, the Chief Operating Officer,
an Executive Vice President, a Senior Vice President, or another Vice President,
(ii) such other officer or employee of the Corporation authorized in writing by
the Chairman of the Board and the President, or either one of such officers
together with a Senior Vice President, with such limitations or restrictions on
such authority as they deem appropriate, or (iii) such other person as may be
authorized by the Board of Directors, and, if required, the seal of the
Corporation shall be thereto affixed and attested by the Secretary or an
Assistant Secretary.


                                   ARTICLE VI

                                  CAPITAL STOCK

         SECTION 1. The certificates for shares of the capital stock of the
Corporation shall be in such form, in conformity with the Business Corporation
Law, as shall be approved by the Board of Directors. All stock certificates
shall be signed by the Chairman of the Board, a Vice Chairman of the Board, the
President an Executive Vice President, a Senior Vice President or another Vice
President, and also by the Secretary or the Treasurer, and sealed with the seal
of the Corporation or a facsimile thereof; provided, however, that upon
certificates countersigned by a transfer agent or registered by a registrar, the
signatures of such officers of the Corporation may be facsimiles. In case any
officer who has signed or whose facsimile signature has been placed upon a
certificate has ceased to be such officer before such certificate is issued,
such certificate may be issued by the Corporation with the same effect as if
such person were such officer at the date of issuance of such certificate.

         SECTION 2. Shares of the capital stock of the Corporation shall be
transferable only on the books of the Corporation by the holder thereof in
person, or by his attorney, upon surrender and cancellation of certificates for
a like number of shares. The Board of Directors may, from time to time, make
proper provisions for the issuance of new certificates in place of lost or
destroyed certificates.

         SECTION 3. The Board of Directors shall have power and authority to
make all such rules and regulations as may be deemed expedient concerning the
issue, transfer and registration of certificates for shares of the capital stock
of the Corporation; and the Board of Directors may appoint one or more transfer
agents and one or more registrars and may require all stock certificates to bear
the signatures of a transfer agent and of a registrar.

         SECTION 4. For the purpose of determining the shareholders entitled to
receive payment of any dividend or the allotment of any rights, the Board of
Directors may fix, in


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<PAGE>   14
advance, a date as the record date for such determination of shareholders. Such
date shall not be more than 60 days prior to the date of any such payment or
allotment.


                                   ARTICLE VII

                                 CORPORATE SEAL

         The Board of Directors shall provide a suitable seal containing the
name of the Corporation and the year of incorporation, which seal shall be in
the charge of the Secretary.


                                  ARTICLE VIII

                                   FISCAL YEAR

         The fiscal year of the Corporation shall end on the Saturday closest to
the last day in January of each year.


                                   ARTICLE IX

                          INDEMNIFICATION OF DIRECTORS,
                               OFFICERS AND OTHERS

         SECTION 1. The Corporation shall, to the fullest extent permitted by
applicable law, indemnify any person who is or was made, or threatened to be
made, a party to any action or proceeding, whether civil or criminal, whether
involving any actual or alleged breach of duty, neglect or error, any
accountability, or any actual or alleged misstatement, misleading statement or
other act or omission and whether brought or threatened in any court or
administrative or legislative body or agency, including an action by, or in the
right of, the Corporation to procure a judgment in its favor and an action by or
in the right of any other corporation of any type or kind, domestic or foreign,
or any partnership, joint venture, trust, employee benefit plan or other
enterprise, which any director or officer of the Corporation is serving or
served in any capacity at the request of the Corporation, by reason of the fact
that he or she, his or her testator or intestate, is or was a director or
officer of the Corporation, or is serving or served such other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise in
any capacity, against judgments, fines, amounts paid in settlement, and expenses
(including attorneys' fees, costs and charges) incurred as a result of such
action or proceeding, or appeal therein; provided, however, that no
indemnification shall be provided to any such person who is a director or
officer of the Corporation if a judgment or other final adjudication adverse to
such director or officer establishes that (a) his or her acts were committed in
bad faith or were the result of active and deliberate dishonesty and, in either
case, were material to the cause of action so adjudicated, or (b) he or she
personally gained in fact a financial profit or other advantage to which he or
she was not legally entitled.

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         SECTION 2. The Corporation may indemnify any person (including a person
entitled to indemnification pursuant to Section 1) to whom the Corporation is
permitted to provide indemnification or the advancement of expenses to the
fullest extent permitted by applicable law, whether pursuant to rights granted
pursuant to, or provided by, the New York Business Corporation Law or other
rights created by (a) a resolution of shareholders, (b) a resolution of
directors, or (c) an agreement providing for such indemnification, it being
expressly intended that this Article IX authorizes the creation of other rights
in any such manner.

         SECTION 3. The Corporation shall, from time to time, reimburse or
advance to any person referred to in Section 1 the funds necessary for payment
of expenses incurred in connection with any action or proceeding referred to in
Section 1, upon receipt of a written undertaking by or on behalf of such person
to repay such amount(s) if a judgment or other final adjudication adverse to the
director or officer establishes that (a) his or her acts were committed in bad
faith or were the result of active and deliberate dishonesty and, in either
case, were material to the cause of action so adjudicated, or (b) he or she
personally gained in fact a financial profit or other advantage to which he or
she was not legally entitled.

         SECTION 4. Without limitation of any indemnification provided by
Section 1, any director or officer of the Corporation serving (a) another
corporation, partnership, joint venture or trust of which 20 percent or more of
the voting power or residual economic interest is held, directly or indirectly,
by the Corporation, or (b) any employee benefit plan of the Corporation or any
entity referred to in clause (a), in any capacity shall be deemed to be doing so
at the request of the Corporation.

         SECTION 5. Any person entitled to be indemnified or to the
reimbursement or advancement of expenses as a matter of right pursuant to this
Article IX may elect to have the right to indemnification (or advancement of
expenses) interpreted on the basis of the applicable law in effect at the time
of the occurrence of the event or events giving rise to the action or
proceeding, to the extent permitted by law, or on the basis of the applicable
law in effect at the time indemnification is sought.

         SECTION 6. The right to be indemnified or to the reimbursement or
advancement of expenses pursuant to Sections 1 or 3 of this Article IX or a
resolution authorized pursuant to Section 2 of this Article IX (a) is a contract
right pursuant to which the person entitled thereto may bring suit as if the
provisions hereof (or of any such resolution) were set forth in a separate
written contract between the Corporation and such person, (b) is intended to be
retroactive and shall, to the extent permitted by law, be available with respect
to events occurring prior to the adoption hereof, and (c) shall continue to
exist after the rescission or restrictive modification hereof with respect to
events occurring prior thereto. The Corporation shall not be obligated under
this Article IX (including any resolution or agreement authorized by Section 2
of this Article IX) to make any payment hereunder (or under any such resolution
or agreement) to the extent the person seeking indemnification hereunder (or
under any such resolution or agreement) has actually received payment (under any
insurance policy, resolution, agreement or otherwise) of the amounts otherwise
indemnifiable hereunder (or under any such resolution or agreement).

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         SECTION 7. If a request to be indemnified or for the reimbursement or
advancement of expenses pursuant to Sections 1 or 3 of this Article IX is not
paid in full by the Corporation within 30 days after a written claim has been
received by the Corporation, the claimant may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled also to be paid
the expenses of prosecuting such claim. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel or shareholders) to
have made a determination prior to the commencement of such action that
indemnification of, or reimbursement or advancement of expenses to, the claimant
is proper in the circumstances, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel or shareholders)
that the claimant is not entitled to indemnification or to the reimbursement or
advancement of expenses, shall be a defense to the action or create a
presumption that the claimant is not so entitled.


                                    ARTICLE X

                                   AMENDMENTS

         These By-laws may be amended or repealed, and any new By-law may be
adopted, by vote of a majority of the entire Board of Directors at any meeting,
provided written notice of the proposed amendment or repeal, or new By-law,
shall have been given to each director before the meeting. Notwithstanding the
foregoing sentence, the Board of Directors may not amend or repeal any By-law
adopted by the shareholders. Any By-law adopted by the Board of Directors may be
amended or repealed by the shareholders at any annual meeting or at any special
meeting, provided notice of the proposed amendment or repeal be included in the
notice of meeting.

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