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                                                                     Exhibit 4.1


                                    RESTATED

                                     BY-LAWS

                                       OF

                            UNITED RETAIL GROUP, INC.

                            (a Delaware Corporation)

            (as restated by the Board of Directors on April 9, 1998)


                                    ARTICLE I

                                  STOCKHOLDERS

            1. CERTIFICATES REPRESENTING STOCK. Every holder of stock in the
corporation shall be entitled to have a certificate signed by, or in the name
of, the corporation by the Chairman or Vice-Chairman of the board of directors,
if any, or by the President or a Vice-President and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary of the
corporation certifying the number of shares owned by him in the corporation. Any
and all signatures on any such certificate may be facsimiles. 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 may
be issued by the corporation with the same effect as if he were such officer,
transfer agent or registrar at the


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date of issue.

            The corporation may issue a new certificate of stock in place of any
certificate theretofore issued by it, alleged to have been lost, stolen, or
destroyed, and the board of directors may require the owner of any lost, stolen,
or destroyed certificate, or his legal representative, to give the corporation a
bond sufficient to indemnify the corporation against any claim that may be made
against it on account of the alleged loss, theft, or destruction of any such
certificate or the issuance of any such new certificate.

            2. FRACTIONAL SHARE INTERESTS. The corporation may, but shall not be
required to, issue fractions of a share. If the corporation does not issue
fractions of a share, it shall (1) arrange for the disposition of fractional
interests by those entitled thereto, (2) 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 (3) issue scrip or warrants in registered or bearer form which
shall entitle the holder to receive a certificate for a full share upon the
surrender of such scrip or warrants aggregating a full share. A certificate for
a fractional share shall, but script or warrants shall not unless otherwise
provided therein, entitle the holder to exercise voting rights, to receive
dividends thereon, and to participate in any of the assets of the corporation in
the event of liquidation, in each case to the extent of such fraction. The board
of directors may cause scrip or warrants to be issued


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subject to the conditions that they shall become void if not exchanged for
certificates representing full shares before a specified date, or subject to the
conditions that the shares for which scrip or warrants are exchangeable may be
sold by the corporation and the proceeds thereof distributed to the holders of
scrip or warrants, or subject to any other conditions which the board of
directors may impose.

            3. STOCK TRANSFER. Upon compliance with provisions restricting the
transfer or registration of transfer of shares of stock, if any, transfers of
shares of stock of the corporation shall be made only by the registered holder
thereof, or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the corporation or with a transfer
agent or a registrar, if any, and on surrender of the certificate or
certificates for such shares of stock properly endorsed and the payment of all
taxes due thereon.

            4. RECORD DATE FOR STOCKHOLDERS. For the purpose of determining the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting (if authorized by the provisions of the certificate of
incorporation or a certificate filed under Section 151(g) of the General
Corporation Law), or entitled to receive payment of any dividend or other
distribution or the 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


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lawful action, the directors may fix, in advance a record date which shall not
be more than 60 days nor less then 10 days before the date of such meeting, nor
more than 60 days prior to any other action. If no record date is fixed, the
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given or, if notice is waived, at the close
of business on the day next preceding the day on which the meeting is held; the
record date for determining stockholders entitled to express consent to
corporate action in writing without a meeting (if authorized by the provisions
of the certificate of incorporation or a certificate filed under Section 151(g)
of the General Corporation Law), when no prior action by the board of directors
is necessary, shall be the day on which the first written consent is expressed;
and the record date for determining stockholders for any other purpose shall be
at the close of business on the day on which the board of directors adopts the
resolution relating thereto. A determination of stockholders of record entitled
to notice of or to vote at any meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the board of directors may
fix a new record date of the adjourned meeting.

            5. MEANING OF CERTAIN TERMS. As used herein in respect of the right
to participate or vote thereat or to consent or dissent in writing in lieu of a
meeting (if


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authorized by the provisions of the certificate of incorporation or a
certificate filed under Section 151(g) of the General Corporation Law), as the
case may be, the term "share" or "shares" or "share of stock" or "shares of
stock" or "stockholder" or "stockholders" refers to an outstanding share or
shares of stock and to a holder or holders of record of outstanding shares of
stock when the corporation has only one class of shares of stock outstanding;
and said reference is also intended to include any outstanding share or shares
of stock and any holder or holders of record of outstanding shares of stock of
any class upon which or upon whom the certificate of incorporation or a
certificate filed under Section 151(g) of the General Corporation Law confers
the right to vote on matters presented to the stockholders where there are two
or more classes or series of shares of stock or upon which or upon whom the
General Corporation Law confers such rights notwithstanding that the certificate
of incorporation or a certificate filed under Section 151(g) of the General
Corporation Law may provide for more than one class or series of shares of
stock, one or more of which are limited or denied such rights thereunder. As
used herein in respect of the right to notice of a meeting of stockholders or a
waiver thereof the terms "share" or "shares" or "share of stock" or "shares of
stock" or "stockholder" or "stockholders" refers to any outstanding share or
shares of stock or holder or holders of record of outstanding shares of stock,
regardless of whether such stock or holder of stock


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possesses the right to vote.

            6. STOCKHOLDER MEETINGS.

            - TIME OF ANNUAL MEETINGS. The annual meeting shall be held on the
date and at the time fixed, from time to time, by vote of the directors,
provided, that each successive annual meeting shall be held on a date within 13
months after the date of the preceding annual meeting.

            - CALL OF SPECIAL MEETINGS. Special meetings may be called by the
Chairman of the board of directors, by at least four directors or by any officer
instructed by at least four directors to call the meeting.

            - PLACE. Annual meetings and special meetings shall be held at such
place, within or without the State of Delaware, as the board of directors may,
from time to time, fix. Whenever the board of directors shall fail to fix such
place, the meeting shall be held at the headquarters office of the corporation.

            - NOTICE OR WAIVER OF NOTICE. Written notice of all meetings shall
be given, stating the place, date, and hour of the meeting and stating the place
within the city or other municipality or community at which the list of
stockholders (whether or not entitled to vote at the meeting) and warrant
holders of the corporation may be examined. The notice of an annual meeting
shall state that the meeting is called for the election of directors and for the
transaction of other business which may properly come before the meeting, and
shall (if any other action which could be taken at a special meeting is to be


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taken at such annual meeting) state the purpose or purposes. The notice of a
special meeting shall in all instances state clearly the purpose or purposes for
which the meeting is to be called. The notice of any meeting shall also include,
or be accompanied by, any additional statements, information, or documents
prescribed by the General Corporation Law. Except as otherwise provided by the
General Corporation Law, a copy of the notice of any meeting shall be given,
personally or by mail, not less than 10 days nor more than 60 days before the
date of the meeting, unless the lapse of the prescribed period of time shall
have been waived, and directed to each stockholder and warrant holder, whether
or not such stockholder is entitled to vote at a meeting of stockholders, at his
record address or at such other address which he may have furnished by request
in writing to the Secretary of the corporation. Notice by mail shall be deemed
to be given when deposited, with postage thereon prepaid, in the United States
mail. If a meeting is adjourned to another time, not more than 30 days hence,
and/or to another place, and if an announcement of the adjourned time and/or
place is made at the meeting, it shall not be necessary to give notice of the
adjourned meeting unless the board of directors, after adjournment, fixes a new
record date for the adjourned meeting. Notice need not be given to any
stockholder or warrant holder who submits a written waiver of notice signed by
him before or after the time stated therein. Attendance of a stockholder or
warrant holder at a meeting of stockholders shall constitute a


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waiver of notice of such meeting, except when the stockholder attends the
meeting for the express purpose of objecting, at the beginning of 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, any
annual or special meeting of the stockholders need be specified in any written
waiver of notice.

            - STOCKHOLDER LIST. The officer who has charge of the stock ledger
of the corporation shall prepare and make, at least 10 days before every meeting
of stockholders, a complete list of the stockholders, 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 meeting, during
ordinary business hours, for period of at least 10 days prior to the meeting,
either at a place within the city or other municipality or community 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 shall also 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 at any meeting of
stockholders.


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            - CONDUCT OF MEETING. Meetings of the stockholders shall be presided
over by one of the following officers in the order of seniority and if present
and acting: the Chairman of the board, if any, the Vice-Chairman of the board,
if any, the President, or the Executive Vice-Presidents in order of seniority,
or, if none of the foregoing is in office and present and acting, by a chairman
to be chosen by the stockholders. The Secretary of the corporation, or in his
absence, an Assistant Secretary, shall act as secretary of every meeting, but if
neither the Secretary nor an Assistant Secretary is present the Chairman of the
meeting shall appoint a secretary of the meeting.

            - NOMINATIONS. Nominations for the election of directors may be made
by the board of directors or by any stockholder entitled to vote for the
election of directors. Such nominations, if not made by the board of directors,
shall be made by notice in writing, delivered or mailed by United States mail,
postage prepaid, to the Secretary of the corporation not less than 14 days nor
more than 50 days prior to any meeting of the stockholders called for the
election of directors; provided, however, that if less than 21 days' notice of
the meeting is given to stockholders, such written notice shall be delivered or
mailed to the secretary of the corporation not later than the close of the
seventh day following the day on which notice of the meeting was mailed to
stockholders. Each such notice shall set forth (i) the name, age, business
address


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and, if known, residence address of each nominee proposed in such notice, (ii)
the principal occupation or employment of each such nominee, and (iii) the
number of shares of stock of the corporation beneficially owned by each such
nominee. Notice of nominations which are proposed by the board of directors
shall be given on behalf of the Board by the Chairman of the meeting.

            - PROXY REPRESENTATION. Every stockholder may authorize another
person or persons to act for him by proxy in all matters in which a stockholder
is entitled to participate, whether by waiving notice of any meeting, voting or
participating at a meeting, or expressing consent or dissent without a meeting.
Every proxy must be signed by the stockholder or by his attorney-in-fact. No
proxy shall be voted or acted upon after three years from its date unless such
proxy provided for a longer period. A duly executed proxy shall be irrevocable
if it states that it is irrevocable and, if, and only as long as, it is coupled
with an interest sufficient in law to support an irrevocable power. A proxy may
be made irrevocable regardless of whether the interest with which it is coupled
is an interest in the stock itself or an interest in the corporation generally.

            - INSPECTORS. The 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 appointed, the
person presiding at the meeting may, but need not, appoint one or more


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inspectors. In case any person who may 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 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, 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 him
or them and execute a certificate of any fact found by him or them.

            - QUORUM. The holders of shares representing a majority of votes of
the outstanding shares shall constitute a quorum at a meeting of stockholders
for the transaction of any business. The stockholders present may adjourn to a
later time despite the absence of quorum.


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            - VOTING. Each share of stock shall entitle the holder thereof to
such number of votes as set forth in the certificate of incorporation or a
certificate filed under Section 151(g) of the General Corporation Law. In the
election of directors, a plurality of the votes cast shall elect. Any other
action shall be authorized by a majority of the votes cast except where the
General Corporation Law prescribes a different percentage of votes and/or a
different exercise of voting power, and except as may be otherwise prescribed by
the provisions of the certificate of incorporation or a certificate filed under
Section 151(g) of the General Corporation Law or these By-laws. In the election
of directors, and for any other action, voting need not be by ballot.

            7. STOCKHOLDER ACTION WITHOUT MEETINGS. If, and only if, authorized
by the provisions of the certificate of incorporation or a certificate filed
under Section 151(g) of the General Corporation Law, any action required by the
General Corporation Law or by the Restated Stockholders' Agreement dated as of
December 23, 1992 by and among the corporation and certain holders of shares of
capital stock of the corporation, as amended from time to time (the
"Stockholders' Agreement"), to be taken at any annual or special meeting of
stockholders, or any action which may be taken at any annual or special meeting
of stockholders, including any action with respect to the election or removal of
directors, may be taken without a meeting, without prior notice and without a
vote, if a consent in writing, setting forth the action so


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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. 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 (whether or not such stockholder is entitled to
vote at a meeting of stockholders).

                                   ARTICLE II

                                    DIRECTORS

            1. FUNCTIONS AND DEFINITION. The business and affairs of the
corporation shall be managed by or under the direction of the board of directors
of the corporation. The board of directors shall have the authority to fix the
compensation of the members thereof. The use of the phrase "whole board" herein
refers to the total number of directors which the corporation would have if
there were no vacancies.

            2. QUALIFICATIONS AND NUMBER. A director need not be a stockholder,
or a citizen or resident of the United States or the State of Delaware. The
number of directors constituting the whole board shall be nine, in accordance
with the terms of the Stockholders' Agreement, provided, however, that when
required by the terms of the Stockholders' Agreement, the number of directors
constituting the whole board (i) shall be increased to 10, or decreased to
eight, without any action by the board of directors or the


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stockholders and (ii) shall be changed back to nine when so required without any
action by the board of directors or the stockholders, provided that no decrease
in the number of directors shall shorten the term of office of any incumbent
director.

            3. ELECTION AND TERM.

                  (a) RESIGNATION. Any director may resign at any time upon
written notice to the corporation.

                  (b) TERM. Directors who are elected at an annual meeting of
stockholders, and directors who are elected in the interim to fill vacancies and
newly created directorships, shall hold office until the next annual meeting of
stockholders or until their successors are elected and qualified or until their
earlier resignation or removal.

                  (c) VACANCIES. In the interim between annual meetings of
stockholders or of special meetings of stockholders called for the election of
directors and/or for the filling of any vacancies in that connection, newly
created directorships and any vacancies in the board of directors may be filled,
except as otherwise required by the terms of the Stockholders' Agreement, by the
vote of a majority of all the remaining directors then in office although less
than a quorum, or by the sole remaining director.

            4. MEETINGS.

                  (a) TIME. Meetings shall be held at such time as the board of
directors or person calling the meeting shall fix, except that the first meeting
of a newly elected board of


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directors shall be held as soon after its election as the directors may
conveniently assemble. Regular meetings for the following year shall be
scheduled at the first meeting of a newly elected board of directors.

                  (b) PLACE. Meetings shall be held at such place within or
without the State of Delaware as shall be fixed by the board or person calling
the meeting.

                  (c) CALL. No call shall be required for regular meetings for
which the time and place have been fixed. Special meetings may be called by or
at the direction of the Chairman of the board, if any, the Vice-Chairman of the
board, if any, or the President, or by at least one-third of the directors in
office or by any officer instructed by at least one-third of the directors in
office to call the meeting.

                  (d) NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall
be required for regular meetings for which the time and place have been fixed.
Written notice of the time, place and purpose shall be given for special
meetings at least 72 hours in advance. Written notice shall be sent to each
director by United States mail postage prepaid, overnight delivery service or
telecopier transmission and shall be effective upon receipt. Notice shall be
sent to the respective addresses designated in writing by the respective
directors or, in the absence of such designation, to the last known addresses.
Notice need not be given to any director or to any member of a committee of
directors who submits a written waiver of notice


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signed by him before or after the time for the meeting stated therein.
Attendance of any such person at a meeting shall constitute a waiver of notice
of such meeting, except when he attends a meeting for the express purpose of
objecting, at the beginning of 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, any regular or special meeting of the
directors need be specified in any written waiver of notice, provided, however,
that a waiver of notice shall be effective only with respect to the purpose
stated in the notice of the meeting.

                  (e) QUORUM AND ACTION. A majority of the whole board shall
constitute a quorum. A majority of the directors present, whether or not a
quorum is present, may adjourn to another time and place. Except as herein
otherwise provided, and except as otherwise provided by the General Corporation
Law, the vote of the majority of the directors present at a meeting at which a
quorum is present shall be the act of the board of directors. The quorum and
voting provisions herein stated shall not be construed as conflicting with any
provisions of the General Corporation Law, the certificate of incorporation, the
Stockholders' Agreement and these By-laws which govern a meeting of directors
held to fill vacancies and newly created directorships in the board of directors
or action of disinterested directors.


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                  (f) INTEREST. A director of the corporation, in the exercise
of his fiduciary duty to the corporation, shall disqualify himself from a vote
of the board of directors with respect to a transaction in which a potential
conflict of interest exists between (i) the director and the corporation, or
(ii) the stockholder that designated the director pursuant to the Stockholders'
Agreement, or any affiliate of such stockholder, and the corporation. A director
shall disqualify himself from any vote of the board of directors with respect to
transactions including, but not limited to, the following:

                        (i) the hiring of such director as an employee of the
corporation;

                        (ii) the approval of an employment agreement of a
director as an employee of the corporation;

                        (iii) the increase in compensation of such director in
his capacity as an employee of the corporation;

                        (iv) the termination of employment of such director as
an employee of the corporation, whether or not such employment is pursuant to an
employment agreement;

                        (v) the making of a loan to such director by the
corporation;

                        (vi) the prepayment or extension or modification of the
terms of any promissory note or other indebtedness of the Corporation to such
director or to the stockholder that designated such director pursuant to the
Stockholders' Agreement, or to any affiliate of such stockholder;

                        (vii) entering into, amending, modifying, waiving or
terminating any contract between the corporation and such director, or the
stockholder that designated such director pursuant to the Stockholders'
Agreement, or any affiliate of such stockholder (a "Related Party Agreement");

                        (viii) establishing the terms and provisions of a
Related Party Agreement; or


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                        (ix) entering into, or establishing the terms and
provisions of, any contract replacing or superceding a Related Party Agreement.

            Any director designated to serve on the board of directors solely by
Benaroya pursuant to Section 2 of the Stockholders' Agreement (without action by
the Nominating Committee) shall disqualify himself from any vote of the board to
approve the adoption of a resolution removing Benaroya from office as the
Chairman of the board or President of the Corporation.

                  (g)   HIGHER VOTE FOR CERTAIN ACTIONS BY THE BOARD OF
                        DIRECTORS.

                        (i) The affirmative vote of all the directors in office
who have not disqualified themselves because of a potential conflict of interest
shall be required to approve the adoption of a resolution proposing an amendment
to or a repeal of any provision of, or the adoption of any new provision of, the
certificate of incorporation of the corporation, of any certificate filed under
Section 151(g) of the General Corporation Law, or of these By-laws or the filing
of any certificate under Section 151(g) of the General Corporation Law.

                        (ii) The affirmative vote of a majority of the directors
in office who have not disqualified themselves because of a potential conflict
of interest, which majority must include at least one Public Director (as that
term is defined in the Stockholders' Agreement), shall be required to approve
the adoption of a resolution removing either the Chairman of the


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board or the President of the corporation from office.

                  (h) CHAIRMAN OF THE MEETING. The Chairman of the board of
directors, if any and if present and acting, shall preside at all meetings.
Otherwise, the Vice-Chairman of the board of directors, if any and if present
and acting, or the President, if present and acting, or any other director
chosen by the board of directors, shall preside.

            5. COMMITTEES.

                  (a) MEMBERSHIP. The board of directors by majority vote of the
whole board shall designate the following standing committees: a nominating
committee, a finance committee, a compensation committee, a benefits committee
and an audit committee. Until the termination of Section 2 of the Stockholders'
Agreement and subject to the two sentences that follow:

                        (i) the nominating committee shall consist of the
Chairman of the board of directors, the Limited Director and one of the Public
Directors named by the nominating committee to serve, provided, however, that in
the event (A) Raphael Benaroya shall cease to serve as Chairman of the board
prior to the termination of Section 2 of the Stockholders' Agreement, (B) he
shall continue to serve as a Director and (C) he and his Permitted Transferees
at all times own at least 400,000 shares of Common Stock then, until the
termination of Section 2 of the Stockholders' Agreement: (x) Mr. Benaroya shall
remain a member of the nominating committee, (y) the nominating committee shall
be increased from three to four members, and (z) the vacancy created on the
nominating committee by the increase in its size shall be filled by a Director
who is not an affiliate of either Limited or Benaroya named to serve on the
nominating committee by the affirmative vote of at least two of the Directors
that comprise the nominating committee;

                        (ii) the finance committee shall consist of one of the
Management Directors named by the Chairman of the


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board of directors to serve and three Directors who are not Management Directors
named by the nominating committee to serve; and

                        (iii) each of the audit committee, the benefits
committee and the compensation committee shall consist of two or more Directors
who are not Management Directors named by the nominating committee to serve.

In the event, however, that Limited owns less than 400,000 shares of Common
Stock at any time, the Limited Director shall not thereafter be entitled to
serve as a member of any committee and the committee memberships that would
otherwise be filled by the Limited Director pursuant to the preceding sentence
shall be filled instead by a Public Director named by the nominating committee
to serve. In the event that Raphael Benaroya shall cease to serve as Chairman of
the board, the membership on the finance committee that he otherwise would fill
by designation pursuant to the penultimate sentence by virtue of his office as
Chairman shall thereafter be filled instead by a Director named by the
nominating committee to serve, provided, however, that, if Mr. Benaroya
continues to serve as a Director, the board, in its discretion, shall have the
right to name Mr. Benaroya to serve on the finance committee for so long as he
shall continue to serve as a Director after ceasing to serve as Chairman of the
board.


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Stockholders' Agreement, the Board of Directors in its discretion shall
determine whether to designate committees and the makeup and membership of all
the committees that it designates.

(Capitalized terms that are used in this Section 5(a) are defined in the
Stockholders' Agreement.)

                  (b) QUORUM. The majority of the authorized number of Directors
that comprises a standing committee, which majority must include the Management
Director, if one is serving on the Committee, shall constitute a quorum of that
committee. No alternate members of committees shall be designated.

                  (c) AUTHORITY. To the extent provided in the resolution of the
board of directors establishing such committee, a committee shall have and may
exercise 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; provided, however,
no committee may (i) exercise the powers and authority of the board of directors
in contravention of Section 141 of the General Corporation Law, (ii) take any
action which requires higher than a majority vote (as provided in Article II,
Section 4 of these By-laws) of the board of directors or (iii) repeal or amend
any resolution adopted by the board of directors.

                  (d) VOTE. Each committee shall act by vote of a majority of a
quorum of the Directors that comprise that


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committee.

                  (e) MEETINGS.

                        (i) Meetings of standing committees shall be held at
such time as the committee or person calling the meeting shall fix. Regular
meetings for the following year shall be scheduled at the first meeting of a
year.

                        (ii) Meetings of standing committees shall be held at
such place within or without the State of Delaware as shall be fixed by the
committee or person calling the meeting.

                        (iii) No call shall be required for regular meetings for
which the time and place have been fixed. Special meetings may be called by or
at the direction of any committee member or by any officer instructed by any
committee member.

                        (iv) No notice shall be required for regular meetings
for which the time and place have been fixed. Written notice of the time, place
and purpose shall be given for special meetings at least 72 hours in advance to
each committee member with a copy to the Secretary. Written notice shall be sent
to each committee member by United States mail postage prepaid, overnight
delivery service or telecopier transmission and shall be effective upon receipt.
Notice shall be sent to the respective addresses designated in writing by the
respective committee members or, in the absence of such designation, to the last
known addresses. Notice need not be given to any committee member who submits a
written waiver of notice signed by him before or after the time for the meeting
stated therein.


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<PAGE>   23

Attendance of any such person at a meeting shall constitute a waiver of notice
of such meeting, except when he attends a meeting for the express purpose of
objecting, at the beginning of 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, any regular or special meeting of a
committee need be specified in any written waiver of notice, provided, however,
that a waiver of notice shall be effective only with respect to the purpose
stated in the notice of the meeting.

                        (v) One committee member may adjourn a meeting to
another time and place. The quorum and voting provisions herein stated shall not
be construed as conflicting with any provisions of the General Corporation Law,
the certificate of incorporation, the Stockholders' Agreement and these By-Laws
which govern action of disinterested directors.

                        (vi) A committee member, in the exercise of his
fiduciary duty to the corporation, shall disqualify himself from a vote of a
committee with respect to a transaction in which a potential conflict of
interest exists between (i) the committee member and the corporation, or (ii)
the stockholder that designated the committee member pursuant to the
Stockholders' Agreement or any affiliate of such stockholder, and the
corporation.

                  (f) REPORTS. The chairman of each committee shall make a
report on its activities at each meeting of the


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<PAGE>   24

board of directors.

            6. WRITTEN ACTION. Any action required or permitted to be taken at
any meeting of the board of directors or 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, and the writing or writings are filed
with the minutes of proceedings of the board of directors or committee.

            7. ELECTRONIC COMMUNICATION. Any member or members of the board of
directors or of any committee designated by the board of directors may
participate in a meeting of the board of directors, or any such committee, as
the case may be, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other.

            8. REMOVAL. Subject to the rights of the holders of shares of any
class or series of preferred stock and to the provisions of the Stockholders'
Agreement, any director or the entire board of directors may be removed as
provided in the certificate of incorporation and any certificate filed under
Section 151(g) of the General Corporation Law.

                                  ARTICLE III

                                    OFFICERS

            The officers of the corporation shall consist of a Chairman of the
Board, a President, a Secretary, and, if deemed necessary, expedient or
desirable by the board of directors, a


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<PAGE>   25

Vice-Chairman of the Board, Executive Vice-Presidents, one or more other
Vice-Presidents, one or more Assistant Secretaries, one or more Assistant
Treasurers, and such other officers with such titles as the resolution of the
board of directors choosing them shall designate. Except as may otherwise be
provided in the resolution of the board of directors choosing him, no officer
other than the Chairman or Vice-Chairman of the Board, if any, need be a
director. Any number of offices may be held by the same person.

            Unless otherwise provided in the resolution choosing him, each
officer shall be chosen for a term which shall continue until the meeting of the
board of directors following the next annual meeting of stockholders and until
his successor shall have been chosen and qualified. Any officer may be removed,
with or without cause, by such vote of the directors as may be prescribed in the
by-laws. Any vacancy in any office may be filled by the board of directors.

            The Chairman of the Board shall be the Chief Executive Officer of
the corporation and shall have general supervision over the property, business
and affairs of the corporation and over its several officers, subject, however,
to the control of the board of directors. He shall, if present, preside at all
meetings of the stockholders and of the board of directors and of all committees
of which he is a member. He may sign, with the Secretary, Treasurer or any other
proper officer of the corporation thereunto authorized by the board of
directors,


                                      -25-
<PAGE>   26

certificates for shares in the corporation. He may sign, execute and deliver in
the name of the corporation, or authorize other employees to sign, execute and
deliver, all deeds, mortgages, bonds, leases, contracts, or other instruments
either when specially authorized by the board of directors or when required or
deemed necessary or advisable by him in the ordinary conduct of the
corporation's normal business, except in cases where the signing and execution
thereof shall be required by law or otherwise to be signed or executed by some
other officer or agent, and he may cause the seal of the corporation, if any, to
be affixed to any instrument requiring the same.

            The Secretary or Assistant Secretary of the corporation shall record
all of the proceedings of all meetings and the actions in writing of
stockholders, directors and committees of directors, and shall exercise such
additional authority and perform such additional duties as the board of
directors shall assign to him.

            All other officers of the corporation shall perform such duties in
the management and operation of the corporation as are assigned to them by the
Chairman of the board of directors or by the board of directors.

                                   ARTICLE IV

          INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

            1. INDEMNIFICATION RESPECTING THIRD PARTY CLAIMS. The corporation,
to the full extent permitted and in the manner required by the laws of the State
of Delaware as in effect at


                                      -26-
<PAGE>   27

the time of the adoption of this Article or as such laws may be amended from
time to time, shall indemnify any person who was or is made a party to or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (including any appeal thereof), whether civil, criminal,
administrative or investigative in nature (other than an action by or in the
right of the corporation), by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or, if at a time when
he was a director, officer employee or agent of the corporation, is or was
serving at the request of, or to represent the interests of, the corporation as
a director, officer, partner, fiduciary, employee or agent (a "Subsidiary
Officer") of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise (an "Affiliated Entity"), against expenses
(including attorneys' fees and disbursements), costs, judgments, fines,
penalties and amounts paid in settlement actually and reasonably incurred by
such person in connection with such action, suit or proceeding if such person
acted in good faith and in a manner such person 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 or her
conduct was unlawful; provided, however, that the corporation shall not be
obligated to indemnify against any amount paid in settlement unless the
corporation has consented to such settlement, which consent


                                      -27-
<PAGE>   28

shall not be unreasonably withheld. The termination of any action, suit or
proceeding by judgment, order, settlement or conviction or upon a plea or 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 such person reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, that such person had
reasonable cause to believe that his or her conduct was unlawful.
Notwithstanding anything to the contrary in the foregoing provisions of this
paragraph, a person shall not be entitled, as a matter of right, to
indemnification pursuant to this paragraph against costs or expenses incurred in
connection with any action, suit or proceeding commenced by such person against
any person who is or was a director, officer, fiduciary, employee or agent of
the corporation or a Subsidiary Officer of any Affiliated Entity, but such
indemnification may be provided by the corporation in a specific case as
permitted by Section 6 of this Article.

            2. INDEMNIFICATION RESPECTING DERIVATIVE CLAIMS. The corporation, to
the full extent permitted, and in the manner required, by the laws of the State
of Delaware as in effect at the time of the adoption of this Article or as such
laws may be amended from time to time, shall indemnify any person who was or is
made a party to or is threatened to be made a party to any threatened, pending
or completed action or suit (including any appeal thereof) brought in the right
of the corporation to


                                      -28-
<PAGE>   29

procure a judgment in its favor by reason of the fact that such person is or was
a director, officer, employee or agent of the corporation, or, if at a time when
he was a director, officer, employee or agent of the corporation, is or was
serving at the request of, or to represent the interests of, the corporation as
a Subsidiary Officer of an Affiliated Entity against expenses (including
attorneys' fees and disbursements) and costs actually and reasonably incurred by
such person in connection with such action or suit if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the corporation, except that no 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 except to the extent
that, the Court of Chancery of the State of Delaware or the court in which such
judgment was rendered 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 and
costs as the Court of Chancery of the State of Delaware or such other court
shall deem proper. Notwithstanding anything to the contrary in the foregoing
provisions of this paragraph, a person shall not be entitled, as a matter of
right, to indemnification pursuant to this paragraph against costs and expenses
incurred in connection with any action or suit in the right of the corporation
commenced by such person, but such indemnification


                                      -29-
<PAGE>   30

may be provided by the corporation in any specific case as permitted by Section
6 of this Article.

            3. DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION. Any
indemnification under Section 1 or 2 of this Article (unless ordered by a court)
shall be made by the corporation only as authorized in the specific case upon a
determination that indemnification is proper under the circumstances because
such person has met the applicable standard of conduct set forth in Section 1 or
2 of this Article. Such determination shall be made (i) by the board of
directors by a majority vote of a quorum consisting of directors who were not
parties to the action, suit or proceeding in respect of which indemnification is
sought or by majority vote of the members of a committee of the board of
directors composed of at least three members each of whom is not a party to such
action, suit or proceeding, or (ii) if such a quorum is not obtainable and/or
such a committee is not established or obtainable, or, even if obtainable, if a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (iii) by the stockholders. In the event a request for
indemnification is made by any person referred to in Section 1 or Section 2, the
corporation shall cause such determination to be made not later than 60 days
after such request is made.

            4. RIGHT TO INDEMNIFICATION UPON SUCCESSFUL DEFENSE AND FOR SERVICE
AS A WITNESS.

                  (a) Notwithstanding the other provisions of this


                                      -30-
<PAGE>   31

Article, to the extent that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Section 1 or 2 of this Article, or in
defense of any claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys' fees and disbursements) and costs
actually and reasonably incurred by such person in connection therewith.

                  (b) To the extent any person who is or was a director or
officer of the corporation has served or prepared to serve as a witness in any
action, suit or proceeding (whether civil, criminal, administrative or
investigative in nature) or in any investigation by the corporation or the board
of directors thereof or a committee thereof or by any securities exchange on
which securities of the corporation are or were listed by reason of his services
as a director or officer of the corporation or as a Subsidiary Officer of any
Affiliated Entity (other than in a suit commenced by such person), the
corporation shall indemnify such person against expenses (including attorneys'
fees and disbursements) and costs actually and reasonably incurred by such
person in connection therewith within 30 days after receipt by the corporation
from such person of a statement requesting such indemnification, averring such
service and reasonably evidencing such expenses and costs. The corporation may
indemnify any employee or agent of the corporation to the same extent it may
indemnify any director or


                                      -31-
<PAGE>   32

officer of the corporation pursuant to the foregoing sentence of this paragraph.

            5. ADVANCE OF EXPENSES. Expenses and costs incurred by any person
referred to in Section 1 or Section 2 of this Article in defending a 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 person to
repay such amount if it shall ultimately be determined that such person is not
entitled to be indemnified by the corporation as authorized by this Article.

            6. INDEMNIFICATION NOT EXCLUSIVE. The provision of indemnification
to or the advancement of expenses and costs to any person under this Article, or
the entitlement of any person to indemnification or advancement of expenses and
costs under this Article, shall not limit or restrict in any way the power of
the corporation to indemnify or advance expenses and costs to such person in any
other way permitted by law or be deemed exclusive of, or invalidate, any right
to which any person seeking indemnification or advancement of expenses and costs
may be entitled under any law, agreement vote of stockholders or disinterested
directors or otherwise, both as to action in such person's capacity as an
officer, director, employee or agent of the corporation and as to action in any
other capacity while holding any such position.


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<PAGE>   33

            7. ACCRUAL OF CLAIMS; SUCCESSOR. The indemnification provided or
permitted under this Article shall apply in respect of any expense, cost,
judgment, fine, penalty or amount paid in settlement, whether or not the claim
or cause of action in respect thereof accrued or arose before or after the
effective date of this Article. The right of any person who is or was a
director, officer, employee or agent of the corporation to indemnification under
this Article shall continue after he shall have ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
distributees, executors, administrators and other legal representatives of such
person.

            8. CORPORATE OBLIGATIONS; SUCCESSORS. This Article shall be deemed
to create a binding obligation on the part of the corporation to its current and
former officers and directors and their heirs, distributees, executors,
administrators and other legal representatives, and such persons in acting in
such capacities shall be entitled to rely on the provisions of this Article,
without giving notice thereof to the corporation.

            9. INSURANCE. The corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of, or to represent the
interests of, the corporation as a Subsidiary Officer of any Affiliated Entity,
against any liability asserted against such person and incurred by such person
in any such capacity, or arising out of


                                      -33-
<PAGE>   34

such person's status as such, whether or not the corporation would have the
power to indemnify such person against such liability under the provisions of
this Article or applicable law.

            10. DEFINITIONS OF CERTAIN TERM.

                  (a) For purposes of this Article, 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 corporate existence had continued, would
have been permitted under applicable law to indemnify its directors, officers,
employees or agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was serving at the
request, or to represent the interests of, such constituent corporation as a
director, officer, employee or agent of any Affiliated Enterprise shall stand in
the same position under the provisions of this Article with respect to the
resulting or surviving corporation as such person would have with respect to
such constituent corporation if this separate existence had continued.

                  (b) For purposes of this Article, references to "fines" shall
include any excise taxes assessed on a person with respect to an employee
benefit plan; references to "serving at the request of the corporation" shall
include any service as a director, officer, fiduciary, employee or agent of the


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<PAGE>   35

corporation which imposes duties on, or involves services by, such director,
officer, fiduciary, employee or agent with respect to an employee benefit plan,
its participants, or beneficiaries; and a person who acted in good faith and in
a manner such person reasonably believed to be in the interest of the
participants and beneficiaries of an 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 Article.

                                   ARTICLE V

                                 CORPORATE SEAL

            The corporate seal shall be in such form as the board of directors
shall prescribe.

                                   ARTICLE VI

                                  FISCAL YEAR

            The fiscal year of the corporation shall begin on the Sunday which
follows the Saturday which is closest to January 31st in any calendar year and
shall end on the Saturday closest to January 31st in the following calendar
year, or shall be for such other period as the board of directors from time to
time may designate.


                                      -35-
<PAGE>   36

                                  ARTICLE VII

                              CONTROL OVER BY-LAWS

            Subject to the provisions of the certificate of incorporation, any
certificate filed under Section 151(g) of the General Corporation Law and
Article II, Section 4 of these By-laws, the Stockholders' Agreement and the
provisions of the General Corporation Law, the power to amend, alter or repeal
these By-laws and to adopt new By-laws may be exercised by the board of
directors.


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