J. C. PENNEY COMPANY, INC.

(A Delaware Corporation)

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BYLAWS

As amended to January 11, 1995

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TABLE OF CONTENTS
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Article Title Pages
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I Offices 1

II Meetings of Stockholders 2-11

III Board of Directors 11-19

IV Committees 19-23

V Officers 23-28

VI Contracts, Loans, Checks,
Drafts, Bank Accounts, Etc. 29-30

VII Books and Records 31-32

VIII Shares of Stock and Their
Transfer 32-33

IX Dividends and Reserves 33

X Indemnification of Directors,
Officers, Employees, and Agents 34-35

XI Ratification 35-36

XII Seal 36

XIII Fiscal Year 36

XIV Waiver of Notice 36-37

XV Emergency Bylaws 37-40

XVI Amendments 40
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J. C. PENNEY COMPANY, INC.

(A Delaware Corporation)

BYLAWS

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ARTICLE I

OFFICES

SECTION 1. Registered Office. The registered office of J. C. Penney
-----------------
Company, Inc. (hereinafter called the Company) in the State of Delaware shall be
at 1209 Orange Street, City of Wilmington, County of New Castle. The name of
the registered agent in charge thereof is The Corporation Trust Company.

SECTION 2. Other Offices. The Company may also have an office or
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offices at such other place or places either within or without the State of
Delaware as from time to time the Board of Directors may determine or the
business of the Company may require.
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ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 1. Annual Meetings. The annual meeting of stockholders for the
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election of directors and for the transaction of such other business as may come
before the meeting shall be held at such place and time as shall be fixed by the
Board of Directors and specified in the notice of the meeting, on the third
Tuesday in May in each year, or on such other day as shall be fixed by the Board
of Directors and specified in the notice of the meeting. If the election of
directors shall not be held on the day designated herein or the day fixed by the
Board, as the case may be, for any annual meeting, or on the day of any
adjourned session thereof, the Board of Directors shall cause the election to be
held at a special meeting as soon thereafter as convenient. At such special
meeting, the stockholders may elect the directors and transact other business
with the same force and effect as at an annual meeting duly called and held.

SECTION 2. Special Meetings. Any action required or permitted to be
----------------
taken by the holders of the Common Stock of the Company must be effected at a
duly called annual or special meeting of such holders and may not be effected by
any consent in writing by such holders. A special meeting of stockholders for

any purpose or purposes, unless otherwise prescribed by the laws of the State of
Delaware or by the certificate of incorporation, may be called at
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3

any time only by the Board of Directors pursuant to a resolution approved by a
majority of the Board of Directors. Special meetings of stockholders may be
held at such place, on such date, and at such time as shall be designated by
resolution of the Board of Directors.

SECTION 3. Notice of Meetings. Except as otherwise required by the laws
------------------
of the State of Delaware or the certificate of incorporation, notice of each
annual or special meeting of stockholders shall be given not less than 10 nor
more than 60 days before the day on which the meeting is to be held to each
stockholder of record entitled to vote at the meeting by delivering a written
notice thereof to him or her personally, or by depositing a copy of the notice
in the United States mail, postage prepaid, directed to him or her at his or her
address as it appears on the records of the Company, or by transmitting the
notice thereof to him or her at such address by telegram, cable, radiogram,
telephone facsimile, or other appropriate written communication. Except when
expressly required by the laws of the State of Delaware, no publication of any
notice of a meeting of stockholders shall be required. Every such notice shall
state the place, date, and time of the meeting, and in the case of a special
meeting, the purpose or purposes thereof. Notice of any adjourned session of a
meeting of stockholders shall not be required to be given if the place, date,
and time thereof are announced at the meeting at which the
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adjournment is taken. If, however, the adjournment is for more than 30 days, or
if after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.

SECTION 4. List of Stockholders. It shall be the duty of the officer
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who shall have charge of the stock ledger of the Company to prepare and make, at
least 10 days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least 10 days prior to the meeting, either at
a place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or if not so specified, at the place
where the meeting is to be held. The list shall also be produced and kept at
the time and place of the meeting during the whole time thereof, and may be
inspected, for any purpose germane to the meeting, by any stockholder who is
present. The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine such list or to vote in person or by proxy at
the meeting.
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SECTION 5. Quorum. At each meeting of stockholders, the holders of a
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majority of the issued and outstanding shares of stock of the Company entitled
to vote at the meeting, present in person or represented by proxy, shall
constitute a quorum for the transaction of business. In the absence of a quorum
at any meeting, or any adjourned session thereof, the stockholders of the
Company present in person or represented by proxy and entitled to vote, by
majority vote, or in the absence of all the stockholders, any officer entitled
to preside or act as secretary at the meeting, may adjourn the meeting from time
to time until a quorum shall be present. At any such adjourned meeting at which
a quorum shall be present, any business may be transacted which might have been
transacted at the meeting as originally called.

SECTION 6. Organization and Conduct of Meeting. At each meeting of
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stockholders, the Chairman of the Board or in his or her absence a Vice Chairman
of the Board or in his or her absence a chairman chosen by the vote of a
majority in interest of the stockholders present in person or represented by
proxy and entitled to vote thereat, shall act as chairman. The Secretary or in
his or her absence an Assistant Secretary or in the absence of the Secretary and
all Assistant Secretaries a person whom the chairman of the meeting shall
appoint shall act as secretary of the meeting and keep a record of the
proceedings thereof. The date and time of the opening and the closing of the
polls for each matter upon which the
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stockholders will vote at a meeting shall be announced at the meeting by the
person presiding over the meeting. The Board of Directors may adopt by
resolution such rules and regulations for the conduct of the meeting of
stockholders as it shall deem necessary, appropriate, or convenient. Except to
the extent inconsistent with such rules and regulations as adopted by the Board
of Directors, the chairman of any meeting of stockholders shall have the right
and authority to prescribe such rules, regulations, and procedures and to do all
such acts as, in the judgment of such chairman, are necessary, appropriate, or
convenient for the proper conduct of the meeting. Such rules, regulations, or
procedures, whether adopted by the Board of Directors or prescribed by the
chairman of the meeting, may include, without limitation, the following(i) the
establishment of an agenda or order of business for the meeting, (ii) rules and
procedures for maintaining order at the meeting and the safety of those present,
(iii) limitations on attendance at or participation in the meeting to
stockholders of record of the Company, their duly authorized and constituted
proxies, or such other persons as the chairman of the meeting shall determine,
(iv) restrictions on entry to the meeting after the time fixed for the
commencement thereof, and (v) limitations on the time allotted to questions or
comments by participants. Unless, and to the extent determined by the Board of
Directors or the chairman of the meeting, meetings of
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stockholders shall not be required to be held in accordance with the rules of
parliamentary procedure.

SECTION 7. Notification of Stockholder Business. At a meeting of the
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stockholders, only such business shall be conducted as shall have been properly
brought before the meeting. To be properly brought before a meeting, business
must be (i) specified in the notice of meeting (or any supplement thereto) given
by or at the direction of the Board of Directors, (ii) otherwise properly
brought before the meeting by or at the direction of the Board of Directors, or
(iii) in the case of an annual meeting of stockholders, otherwise properly
requested to be brought before the meeting by a stockholder of record entitled
to vote at the meeting and otherwise a proper subject to be brought before such
meeting. For business to be properly requested to be brought before an annual
meeting of stockholders, any stockholder who desires to bring any matter (other
than the election of directors, which is provided for in Section 15 of Article
III of these Bylaws) before such meeting and who is entitled to vote on such
matter must give timely written notice of such stockholder's desire to bring
such matter before the meeting, either by personal delivery or by United States
mail, postage prepaid, to the Secretary of the Company not later than 90 days in
advance of such meeting. A stockholder's notice to the Secretary in this regard
shall set forth(1) the name and address of the stockholder proposing such
business, (2) a
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representation that such stockholder is a record owner of stock of the Company
entitled to vote at the meeting and intends to appear in person at the meeting
to present the described business, (3) a brief description of the business
desired to be brought before the meeting and the reasons for conducting such
business at the meeting, and (4) any material interest of the stockholder in
such business. Notwithstanding anything in these Bylaws to the contrary, no
business may be conducted at a meeting except in accordance with the procedures
set forth in this Article II of these Bylaws. The chairman of a meeting may, if
the facts warrant, or if not in accordance with applicable law, determine and
declare to the meeting that business proposed to be brought before a meeting was
not a proper subject therefor or was not properly brought before the meeting in
accordance with the provisions of this Section 7, and if he should so determine,
he may so declare to the meeting, and any such business not a proper subject
matter or not properly brought before the meeting shall not be transacted.

SECTION 8. Voting; Proxies; Ballots. Except as otherwise provided in the
------------------------
laws of the State of Delaware or the certificate of incorporation, at every
meeting of stockholders, each stockholder of the Company shall be entitled to
one vote at the meeting in person or by proxy for each share of stock having
voting rights registered in his or her name on the books of the Company on the
date fixed pursuant to Section 3 of Article VII of these Bylaws as
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9

the record date for the determination of stockholders entitled to vote at the
meeting. Shares of its own stock belonging to the Company shall not be voted
directly or indirectly (except for shares of stock held by the Company in a
fiduciary capacity). The vote of any stockholder entitled thereto may be cast
in person or by his or her proxy appointed by an instrument in writing, or by a
telegram, cablegram, or other means of electronic transmission, to the full
extent permitted by the laws of the State of Delaware; provided, however, that
no proxy shall be voted after three years from its date, unless the proxy
provides for a longer period. At all meetings of stockholders, each question
(except where other provision is made in the laws of the State of Delaware, in
the certificate of incorporation, or in these Bylaws) shall be decided by the
vote of the holders of shares of stock having a majority of the votes which
could be cast by the holders of all shares of stock outstanding and entitled to
vote thereon. All elections of directors and all votes on matters set forth in
the notice of meeting shall be by written ballot stating the number of shares
voted, but except as otherwise provided in the laws of the State of Delaware,
the vote on any other matter need not be by ballot unless directed by the
chairman of the meeting. On a vote by ballot, each ballot shall be signed by
the stockholder voting, or by his or her proxy, if there be such proxy, and
shall state the number of shares voted.
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SECTION 9. Inspectors of Election. The Company shall, in advance of any
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meeting of stockholders, appoint one or more inspectors of election, who may be
employees of the Company, to act at the meeting or any adjournment thereof and
to make a written report thereof. The Company may designate one or more persons
as alternate inspectors to replace any inspector who fails to act. In the event
that no inspector so appointed or designated is able to act at a meeting of
stockholders, the person presiding at the meeting shall appoint one or more
inspectors to act at the meeting. Each inspector, before entering upon the
discharge of his or her duties, shall take and sign an oath to execute
faithfully the duties of inspector with strict impartiality and according to the
best of his or her ability.

The inspector or inspectors so appointed or designated shall (i) ascertain the
number of shares of stock of the Company outstanding and the voting power of
each such share, (ii) determine the shares of stock of the Company represented
at the meeting and the validity of proxies and ballots, (iii) count all votes
and ballots, (iv) determine and retain for a reasonable period a record of the
disposition of any challenges made to any determination by the inspectors, and
(v) certify their determination of the number of shares of stock of the Company
represented at the meeting and such inspectors' count of all votes and ballots.
Such certification and report shall specify such other information as may be
required by
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11

law. In determining the validity and counting of proxies and ballots cast at
any meeting of stockholders of the Company, the inspectors may consider such
information as is permitted by applicable law. No person who is a candidate for
an office at an election may serve as an inspector at such election.

ARTICLE III

BOARD OF DIRECTORS

SECTION 1. General Powers. The business, property, and affairs of the
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Company shall be managed by or under the direction of the Board of Directors.
In addition to the powers and authorities expressly conferred upon the Board of
Directors by the certificate of incorporation and these Bylaws, the Board of
Directors may exercise all such powers of the Company and do all such lawful
acts and things as are not by the laws of the State of Delaware, the certificate
of incorporation, or these Bylaws directed or required to be exercised or done
by the stockholders.

SECTION 2. Eligibility and Retirement. No person may serve as a
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director unless he or she is a stockholder of the Company. Notwithstanding the
expiration of a director's term as set forth in Section 3 of this Article III,
no person may continue to serve as a director after the Company's annual meeting
of its stockholders in the calendar year in which, at any time during such year,
such person has attained age 72.
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SECTION 3. Number and Classification of Directors. Except as otherwise
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provided for or fixed by or pursuant to the provisions of Article Fourth of the
certificate of incorporation relating to the rights of the holders of any class
or series of stock having a preference over the Common Stock as to dividends or
upon liquidation to elect additional directors under specified circumstances,
the number of directors of the Company which shall constitute the whole Board of
Directors shall be such number, not less than three, as from time to time shall
be fixed by the Board of Directors. The directors, other than those who may be
elected pursuant to the aforesaid provisions of said Article Fourth, shall be
classified by the Board of Directors, with respect to the duration of the term
for which they severally hold office, into three classes as nearly equal in
number as possible. Such classes shall originally consist of a first class of
four directors who shall be elected at the annual meeting of stockholders held
in 1985 for a term expiring at the annual meeting of stockholders to be held in
1986, and election and qualification of their respective successors; a second
class of five directors who shall be elected at the annual meeting of
stockholders held in 1985 for a term expiring at the annual meeting of
stockholders to be held in 1987, and election and qualification of their
respective successors; and a third class of five directors who shall be elected
at the annual meeting of stockholders held in 1985 for a term expiring at the
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annual meeting of stockholders to be held in 1988, and election and
qualification of their respective successors. At each annual meeting of
stockholders beginning in 1986, the successors of the class of directors whose
term expires at that meeting shall be elected for a term expiring at the annual
meeting of stockholders held in the third year following the year of election of
such directors and election and qualification of their respective successors.
The Board of Directors shall increase or decrease the number of directors in one
or more classes as may be appropriate whenever it increases or decreases the
number of directors pursuant to this Section 3, in order to ensure that the
three classes shall be as nearly equal in number as possible. Each director of
the Company shall hold office as provided above and until his or her successor
shall have been duly elected and qualified.

SECTION 4. Quorum and Manner of Acting. A majority of the directors at
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the time in office shall constitute a quorum for the transaction of business at
any meeting, which in no case shall be less than one third of the total number
of directors. Except as otherwise provided in the laws of the State of
Delaware, the certificate of incorporation, or these Bylaws, the affirmative
vote of a majority of the directors present at any meeting at which a quorum is
present shall be required for the taking of any action by the Board of
Directors. In the absence of a quorum at any meeting of the Board, the meeting
need not be held, or a majority of the
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directors present thereat or if no director be present, the Secretary, may
adjourn the meeting from time to time until a quorum shall be present. Notice
of any adjourned meeting need not be given. At any adjourned meeting at which a
quorum shall be present, any business may be transacted which might have been
transacted at the meeting as originally called. Members of the Board of
Directors may participate in a meeting of the Board by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in the
meeting by such means shall constitute presence in person at the meeting.

SECTION 5. Offices; Places of Meetings. The Board of Directors may hold
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meetings and have an office or offices at such place or places within or without
the State of Delaware as the Board may from time to time determine, and in the
case of meetings, as shall be specified or fixed in the respective notices or
waivers of notice thereof, except where other provision is made in the laws of
the State of Delaware, the certificate of incorporation, or these Bylaws.

SECTION 6. Annual Meeting. The Board of Directors shall meet for the
--------------
purpose of organization, the election of officers, and the transaction of other
business, at the time of each annual election of directors. Such meeting may be
held prior to the stockholders' meeting, if deemed necessary and appropriate,
and if so held, would
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15

be held subject to the election of directors at the upcoming stockholders'
meeting; provided, however, that no individual not then a director may act as a
director prior to his or her election at the upcoming stockholders' meeting.
Such meeting shall be called and held at the place and time specified in the
notice or waiver and held at the place and time specified in the notice or
waiver of notice thereof as in the case of a special meeting of the Board of
Directors.

SECTION 7. Regular Meetings. Regular meetings of the Board of Directors
----------------
shall be held as the Board of Directors shall determine, at such times and
places as shall from time to time be determined by the Board, except that in
May, the regular meeting shall be held immediately following the adjournment of
the annual meeting of the Board. Notice of regular meetings need not be given.

SECTION 8. Special Meetings; Notice. Special meetings of the Board of
------------------------
Directors shall be held whenever called by the Chairman of the Board or a Vice
Chairman of the Board or by any two of the directors. Notice of each such
meeting shall be mailed to each director, addressed to such director at his or
her residence or usual place of business, at least two days before the day on
which the meeting is to be held, or shall be sent to such director at his or her
residence or such place of business by telegram, cable, radiogram, telephone
facsimile, or other appropriate written communication, or delivered personally
or by telephone, not later
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16

than the day before the day on which the meeting is to be held. Each such
notice shall state the time and place of the meeting but need not state the
purposes thereof except as otherwise herein expressly provided.

SECTION 9. Organization. At each meeting of the Board of Directors, the
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Chairman of the Board or in his or her absence, a Vice Chairman of the Board or
in his or her absence, a director chosen by a majority of the directors present,
shall act as chairman. The Secretary or in his or her absence, an Assistant
Secretary or in the absence of the Secretary and all Assistant Secretaries, a
person whom the chairman of the meeting shall appoint, shall act as secretary of
the meeting and keep a record of the proceedings thereof.

SECTION 10. Order of Business. At all meetings of the Board of
-----------------
Directors, business shall be transacted in the order determined by the Board.

SECTION 11. Resignation. Any director may resign at any time by giving
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written notice of his or her resignation to the Board of Directors or to the
Chairman of the Board, a Vice Chairman of the Board, or the Secretary. Such
resignation shall take effect at the date of receipt of the notice or at any
later time specified therein; and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
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SECTION 12. Removal of Directors. Any director may be removed, either
--------------------
with or without cause, at any time, by the affirmative vote of at least 80% of
the combined voting power of the then-outstanding shares of all classes and
series of stock of the Company entitled to vote generally in the election of
directors, voting together as a single class, at a special meeting of
stockholders duly called and held for the purpose or at an annual meeting of
stockholders.

SECTION 13. Vacancies. Any vacancy in the Board of Directors caused by
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death, resignation, removal, disqualification, increase in the number of
directors, or any other cause, shall be filled by a majority vote of the
remaining directors, even though less than a quorum, or by the stockholders at a
special meeting duly called and held for the purpose or at an annual meeting,
and each director so elected shall hold office for the remainder of the full
term of the class in which the new directorship was created or the vacancy
occurred.

SECTION 14. Remuneration. Directors and members of any committee may
------------
receive such fixed sum per meeting attended, or such annual sum or sums, and
such reimbursement for expenses of attendance at meetings, as may be determined
from time to time by resolution of the Board of Directors. Nothing herein
contained shall be construed to preclude any director from serving the
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Company in any other capacity and receiving proper compensation therefor.

SECTION 15. Notification of Nominations. Nominations for the election
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of directors may be made by the Board of Directors or by any stockholder
entitled to vote for the election of directors. Any stockholder entitled to
vote for the election of directors at a meeting may nominate persons for
election as directors only if written notice of such stockholder's intent to
make such nomination is given, either by personal delivery or by United States
mail, postage prepaid, to the Secretary of the Company, not later than (i) with
respect to an election to be held at an annual meeting of stockholders, 90 days
in advance of such meeting, and (ii) with respect to an election to be held at a
special meeting of stockholders for the election of directors, the close of
business on the seventh day following the date on which notice of such meeting
is first given to stockholders. Each such notice shall set forth (a) the name
and address of the stockholder who intends to make the nomination and of the
person or persons to be nominated, (b) a representation that such stockholder is
a holder of record of stock of the Company entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to nominate the person or
persons specified in the notice, (c) a description of all arrangements or
understandings between such stockholder and each nominee and any other person or
persons (naming such person or
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persons) pursuant to which the nomination or nominations are to be made by such
stockholder, (d) such other information regarding each nominee proposed by such
stockholder as would have been required to be included in a proxy statement
filed pursuant to the proxy rules of the Securities and Exchange Commission had
each nominee been nominated, or intended to be nominated by the Board of
Directors, and (e) the consent of each nominee to serve as a director of the
Company if so elected. The chairman of the meeting may refuse to acknowledge
the nomination of any person not made in compliance with the foregoing
procedures.

SECTION 16. Action of the Board of Directors by Consent. Any action
-------------------------------------------
required or permitted to be taken at any meeting of the Board of Directors or of
any committee thereof may be taken without a meeting if all members of the Board
or of such 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 or
such committee.

ARTICLE IV

COMMITTEES

SECTION 1. Executive Committee. The Board of Directors may, by
-------------------
resolution passed by a majority of the whole Board, designate directors of the
Company, in such number as the Board shall see fit, but not less than two, as an
Executive Committee which shall have and may exercise, during intervals between
meetings of the
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20

Board, the powers and authority of the Board of Directors in the management of
the business and affairs of the Company, and may authorize the seal of the
Company to be affixed to all papers which may require it; but the Executive
Committee shall not have the power or authority in reference to filling
vacancies in its membership, amending the certificate of incorporation (except
that the Executive Committee (or any committee designated pursuant to Section 6
of this Article IV) may, to the full extent permitted by the laws of the State
of Delaware, make determinations with respect to the issuance of stock of the
Company), adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease, or exchange of all or substantially all the
Company's property and assets, recommending to the stockholders a dissolution of
the Company or a revocation of a dissolution, amending these Bylaws, or
declaring a dividend. The Executive Committee (or any committee designated
pursuant to Section 6 of this Article IV) shall have the power or authority to
authorize the issuance of stock of the Company. The Board of Directors shall
designate one of the members of the Executive Committee to be the Chairman of
the Committee. Each member of the Executive Committee shall continue to act as
such only so long as he or she shall be a director of the Company and only
during the pleasure of a majority of the whole Board of Directors.
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21

SECTION 2. Meetings. Regular meetings of the Executive Committee, of
--------
which no notice shall be necessary, shall be held on such days and at such
places, within or without the State of Delaware, as shall be fixed by resolution
adopted by a majority of, and communicated to all, the members of the Executive
Committee. Special meetings of the Committee may be called at the request of
any member. Notice of each special meeting of the Committee shall be mailed to
each member thereof, addressed to such member at his or her residence or usual
place of business, at least two days before the day on which the meeting is to
be held, or shall be sent to such member at his or her residence or such place
of business by telegram, cable, radiogram, telephone facsimile, or other
appropriate written communication, or delivered personally or by telephone, not
later than the day before the day on which the meeting is to be held. Each such
notice shall state the time and place of the meeting but need not state the
purposes thereof except as otherwise herein expressly provided. Subject to the
provisions of this Article IV, the Executive Committee, by resolution of a
majority of all its members, shall fix its own rules of procedure. The
Executive Committee shall keep a record of its proceedings and report them to
the Board of Directors at the next regular meeting thereof after such
proceedings shall have been taken.

SECTION 3. Quorum and Manner of Acting. Not less than a majority of the
---------------------------
members of the Executive Committee then in office
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22

shall constitute a quorum for the transaction of business, and the act of a
majority of those present at a meeting thereof at which a quorum is present
shall be the act of the Executive Committee. The directors comprising the
Committee shall act only as a committee, and such directors, individually, shall
have no power as such. Members of the Executive Committee, or any committee
designated by the Board of Directors, may participate in a meeting of such
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in the meeting by such means shall constitute presence in
person at the meeting.

SECTION 4. Vacancies. The Board of Directors, by vote of a majority of
---------
the whole Board, shall have power to fill any vacancy in the Executive Committee
due to death, resignation, removal, disqualification, or any other cause.

SECTION 5. Resignation. Any director may resign from the Executive
-----------
Committee at any time by giving written notice of his or her resignation to the
Board of Directors or to the Chairman of the Board, the Chairman of the
Executive Committee, a Vice Chairman of the Board, or the Secretary. Such
resignation shall take effect at the date of receipt of the notice or at any
later time specified therein; and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
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23

SECTION 6. Other Committees. The Board of Directors may, by resolution
----------------
or resolutions passed by a majority of the whole Board, designate one or more
other committees, each such committee to consist of one or more directors of the
Company, which shall have and may exercise such powers and authority (subject to
the limitations specified in Section 1 of this Article IV) as the Board of
Directors may determine and specify in such resolution or resolutions, such
committee or committees to have such name or names as may be determined from
time to time by the Board of Directors. A majority of all the members of any
such committee may fix its rules of procedure, determine its actions, and fix
the time and place (whether within or without the State of Delaware) of its
meetings and specify what notice thereof, if any, shall be given, unless the
Board of Directors shall otherwise by resolution provide. The Board of
Directors shall have the power, either with or without cause, at any time, to
change the members of any such committee, to fill vacancies, and to discharge
any such committee.

ARTICLE V

OFFICERS

SECTION 1. Principal Officers. The principal officers of the Company
------------------
shall be a Chairman of the Board and one or more Vice Chairmen of the Board,
each of whom shall be members of the Board of Directors, one or more Presidents
of divisions, regions, or
<PAGE>

24

other units, functions, or activities, one or more Vice Presidents (the number
thereof to be determined by the Board of Directors), a Treasurer, a Secretary,
and a Controller. In addition, there may be such subordinate officers, agents,
and employees as may be appointed in accordance with the provisions of Section 3
of this Article V. Any two or more offices may be held by the same person.

SECTION 2. Election and Term of Office. The officers of the Company,
---------------------------
except such officers as may be appointed in accordance with the provisions of
Section 3 of this Article V, shall be elected annually by the Board of
Directors. Each officer, except such officers as may be appointed in accordance
with the provisions of Section 3 of this Article V, shall hold office until his
or her successor shall have been duly elected and qualified, or until his or her
earlier death, resignation, removal, or disqualification.

SECTION 3. Subordinate Officers. In addition to the principal officers
--------------------
enumerated in Section 1 of this Article V, the Company may have such other
officers, agents, and employees as the Board of Directors may deem necessary,
including one or more Assistant Treasurers, one or more Assistant Secretaries,
and one or more Assistant Controllers, each of whom shall hold office for such
period, have such authority, and perform such duties as the Board of Directors,
the Chairman of the Board, or a Vice Chairman of the Board may from time to time
determine. The Board of Directors may
<PAGE>

25

delegate to any principal officer the power to appoint or remove any such
subordinate officers, agents, or employees.

SECTION 4. Removal. Any officer may be removed, either with or without
-------
cause, by the vote of a majority of the whole Board of Directors at a special
meeting called for the purpose or except in case of any officer elected by the
Board of Directors, by any officer upon whom the power of removal may be
conferred by the Board of Directors.

SECTION 5. Resignation. Any officer may resign at any time by giving
-----------
written notice of his or her resignation to the Board of Directors or to the
Chairman of the Board, a Vice Chairman of the Board, or the Secretary. Such
resignation shall take effect at the date of receipt of the notice or at any
later time specified therein; and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

SECTION 6. Vacancies. A vacancy in any office because of death,
---------
resignation, removal, disqualification, or any other cause shall be filled for
the unexpired portion of the term in the manner prescribed in these Bylaws for
regular election or appointment to such office.

SECTION 7. Chairman of the Board. The Chairman of the Board may be the
---------------------
chief executive officer of the Company. The Chairman of the Board shall preside
at all meetings of the Board of Directors and of the stockholders at which he or
she is present. The
<PAGE>

26

Chairman of the Board shall have the general supervision of the affairs of the
Company, and perform all such duties as are incident to the office or as are
properly required of him or her by the Board of Directors. The Chairman of the
Board shall have authority to enter into any contract or execute and deliver any
instrument in the name and on behalf of the Company, when authorized by the
Board of Directors, except in cases where the signing and execution thereof
shall be expressly delegated by the Board of Directors or these Bylaws to some
other officer, agent, or employee of the Company.

SECTION 8. Vice Chairmen of the Board. The Board of Directors may
--------------------------
establish the office of Vice Chairman of the Board. In the absence or
disability of the Chairman of the Board, a Vice Chairman of the Board shall
perform the duties and exercise the powers of the Chairman of the Board. A Vice
Chairman of the Board shall have authority to enter into any contract or execute
and deliver any instrument in the name and on behalf of the Company, when
authorized by the Board of Directors, except in cases where the signing and
execution thereof shall be expressly delegated by the Board of Directors or
these Bylaws to some other officer, agent, or employee of the Company. In
addition, a Vice Chairman of the Board shall have such further powers and
perform such further duties as may, from time to time, be assigned to him or her
by the Board of
<PAGE>

27

Directors or the Chairman of the Board or as may be prescribed by these Bylaws.

SECTION 9. Presidents. The Board of Directors may establish the office
-----------
of President of a division, region, or other unit, function, or activity of the
Company. A President shall have such powers and perform such duties as may,
from time to time, be assigned to him or her by the Board of Directors, the
Chairman of the Board, or a Vice Chairman of the Board.

SECTION 10. Vice Presidents. The Board of Directors may establish
---------------
several classifications of Vice Presidents, such as Executive Vice Presidents,
Senior Vice Presidents, Regional Vice Presidents, and Divisional Vice
Presidents. Each Vice President shall have such powers and perform such duties
as shall, from time to time, be assigned to him or her by the Board of
Directors, the Chairman of the Board, or a Vice Chairman of the Board.

SECTION 11. The Treasurer. The Treasurer shall have charge and custody
-------------
of, and be responsible for, all funds and securities of the Company, and shall
deposit or cause to be deposited all such funds in the name of the Company in
such banks, trust companies, and other depositories as shall be selected in
accordance with the provisions of these Bylaws; shall render to the Board of
Directors, whenever the Board may require him or her so to do, a report of all
his or her transactions as Treasurer; and in general, shall perform all duties
as may, from time to time, be assigned to him or her by
<PAGE>

28

the Board of Directors, the Chairman of the Board, or a Vice Chairman of the
Board.

SECTION 12. The Secretary. The Secretary shall record or cause to be
-------------
recorded in books kept for the purpose the proceedings of the meetings of the
stockholders, the Board of Directors, and all committees, if any; shall see that
all notices are duly given in accordance with the provisions of these Bylaws and
as required by law; shall be custodian of the seal of the Company; and in
general, shall perform all duties incident to the office of Secretary and such
other duties as may, from time to time, be assigned to him or her by the Board
of Directors, the Chairman of the Board, or a Vice Chairman of the Board.

SECTION 13. The Controller. The Controller shall have charge of the
--------------
books and records of account of the Company; shall keep or cause to be kept, and
shall be responsible for the keeping of, correct and adequate records of the
assets, liabilities, business, and transactions of the Company; shall at all
reasonable times exhibit his or her books and records of account to any director
of the Company upon application at the office of the Company where such books
and records are kept; shall be responsible for the preparation and filing of all
reports and returns relating to or based upon the books and records of the
Company kept by him or her or under his or her direction; and in general, shall
perform all duties incident to the office of Controller and such other duties
<PAGE>

29

as may, from time to time, be assigned to him or her by the Board of Directors,
the Chairman of the Board, or a Vice Chairman of the Board.

ARTICLE VI

CONTRACTS, LOANS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

SECTION 1. Execution of Contracts. The Board of Directors, except as
----------------------
otherwise provided in these Bylaws, may authorize any officer or officers or
other person or persons to enter into any contract or execute and deliver any
instrument in the name and on behalf of the Company, and such authority may be
general or confined to specific instances, and unless so authorized by the Board
of Directors or by the provisions of these Bylaws, no officer or other person
shall have any power or authority to bind the Company by any contract or
engagement or to pledge its credit or to render it liable pecuniarily for any
purpose or to any amount.

SECTION 2. Loans. No loan shall be contracted on behalf of the Company,
-----
and no negotiable papers shall be issued in its name, except by such officer or
officers or other person or persons as may be designated by the Board of
Directors from time to time. If and to the extent authorized by the Board of
Directors, the power to contract loans or issue negotiable papers may be
delegated by any such officer or officers or other person or persons.

SECTION 3. Checks, Drafts, etc. All checks, drafts, bills of exchange,
--------------------
and other orders for the payment of money, letters of
<PAGE>

30

credit, acceptances, obligations, notes, and other evidences of indebtedness,
bills of lading, warehouse receipts, and insurance certificates of the Company
shall be signed or endorsed by such officer or officers or other person or
persons as may be designated by the Board of Directors from time to time. If
and to the extent authorized by the Board of Directors, the power to sign or
endorse any such instrument may be delegated by any such officer or officers or
other person or persons.

SECTION 4. Bank Accounts. The Board of Directors may from time to time
-------------
authorize the opening and maintenance of general and special bank and custodial
accounts with such banks, trust companies, and other depositories as it may
select. Rules, regulations, and agreements applicable to such accounts may be
made, and changed from time to time, by the Board of Directors, including, but
without limitation, rules, regulations, and agreements with respect to the use
of facsimile and printed signatures. Any of such powers of the Board of
Directors with respect to bank and custodial accounts may be delegated by the
Board of Directors to any officer or officers or other person or persons as may
be designated by the Board of Directors, and if and to the extent authorized by
the Board of Directors, any such power may be further delegated by any such
officer or officers or other person or persons.
<PAGE>

31

ARTICLE VII

BOOKS AND RECORDS

SECTION 1. Location. The books and records of the Company may be kept
--------
at such place or places within or without the State of Delaware as the Board of
Directors or the respective officers in charge thereof may from time to time
determine. The stock record books shall be kept by such officer or agent as
shall be designated by the Board of Directors.

SECTION 2. Addresses of Stockholders. Notices of meetings and all other
-------------------------
corporate notices may be delivered personally or mailed to each stockholder at
his or her address as it appears on the records of the Company.

SECTION 3. Fixing Date for Determination of Stockholders of Record. In
-------------------------------------------------------
order that the Company may determine the stockholders entitled to notice of or
to vote at any meeting of stockholders or any adjournment thereof, or entitled
to receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any other change,
conversion, or exchange of stock or for the purpose of any other lawful action,
the Board of Directors may fix, in advance, a record date, which shall not be
more than 60 nor less than 10 days before the date of such meeting, nor more
than 60 days prior to any other action. A determination of stockholders of
record entitled to notice of or to vote at a meeting of stockholders shall apply
to
<PAGE>

32

any adjournment of the meeting; provided, however, that the Board of Directors
may fix a new record date for the adjourned meeting.

ARTICLE VIII

SHARES OF STOCK AND THEIR TRANSFER

SECTION 1. Certificates of Stock. Every holder of stock of the Company
---------------------
shall be entitled to have a certificate in such form as the Board of Directors
shall prescribe certifying the number of shares owned by him or her in the
Company. Each such certificate shall be signed by, or in the name of the
Company by, the Chairman of the Board, a Vice Chairman of the Board, a
President, or a Vice President and the Treasurer or an Assistant Treasurer or
the Secretary or an Assistant Secretary of the Company. Any or all of the
signatures on the certificate may be facsimile. In case any officer, transfer
agent, or registrar who has signed, or whose facsimile signature has been placed
upon, a certificate shall have ceased to be such officer, transfer agent, or
registrar before such certificate is issued, the certificate may, nevertheless,
be issued by the Company with the same effect as if such person were such
officer, transfer agent, or registrar at the date of issue.

SECTION 2. Record, etc. A record shall be kept of the name of the
------------
person, firm, or corporation owning the stock represented by each certificate of
stock of the Company issued, the number of shares represented by each such
certificate, and the date thereof,
<PAGE>

33

and in the case of cancellation, the date of cancellation. The person in whose
name shares of stock stand on the books of the Company shall be deemed the owner
of record thereof for all purposes as regards the Company.

SECTION 3. Transfer of Stock. Transfers of shares of the stock of the
-----------------
Company shall be made only on the books of the Company by the owner of record
thereof, or by his or her attorney thereunto authorized by power of attorney
duly executed and filed with such officer or agent as shall be designated by the
Board of Directors or with the transfer agent of the Company, and on the
surrender of the certificate or certificates for such shares properly endorsed
and the payment of all taxes thereon.

ARTICLE IX

DIVIDENDS AND RESERVES

The Board of Directors may, from time to time, determine whether any, and if
any, what part, of the net profits of the Company or of its surplus, available
therefor pursuant to law and to the certificate of incorporation, shall be
declared as dividends on the stock of the Company. The Board of Directors may,
in its discretion, set apart out of any of such net profits or surplus a reserve
or reserves for any proper purpose and may abolish any such reserve.
<PAGE>

34

ARTICLE X

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS

The Company may indemnify, in accordance with and to the full extent permitted
by the laws of the State of Delaware as in effect at the time of the adoption of
this Article X or as such laws may be amended from time to time, and shall so
indemnify to the full extent required by such laws, any person (and the heirs
and legal representatives of such person) made or threatened to be made a party
to any threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative, by reason of the fact that
such person is or was a director, officer, employee, or agent of the Company or
any constituent corporation absorbed in a consolidation or merger, or serves or
served as such with another corporation, partnership, joint venture, trust, or
other enterprise at the request of the Company or any such constituent
corporation. Notwithstanding any other provision of this Article X or the laws
of the State of Delaware to the contrary, no such person shall be entitled to
indemnification or the advancement of expenses pursuant to this Article X with
respect to any action, suit, or proceeding, or part thereof, brought or made by
such person against the Company, unless such indemnification or advancement of
expenses (i) is due to such person pursuant to the specific provisions of any
agreement in writing between such person and the Company approved by the
<PAGE>

35

Company's Board of Directors or (ii) has been approved in writing in advance of
the commencement of such action, suit, or proceeding, or part thereof, by or at
the direction of the Company's Board of Directors. Any indemnification or
advancement of expenses pursuant to this Article X shall only be made in the
specific case by a separate determination made (i) by a majority vote of the
directors who are not parties to such action, suit, or proceeding, even though
less than a quorum, or (ii) if there are no such directors, or if such directors
so direct, by independent legal counsel in a written opinion, or (iii) by the
Company's stockholders, as to entitlement to advancement of expenses and/or
indemnification, as the case may be.

ARTICLE XI

RATIFICATION

Any transaction, questioned in any stockholders' derivative suit on the ground
of lack of authority, defective or irregular execution, adverse interest of
director, officer, or stockholder, non-disclosure, miscomputation, or the
application of improper principles or practices of accounting, may be ratified,
before or after judgment, by the Board of Directors or by the stockholders in
case less than a quorum of directors are qualified, and if so ratified, shall
have the same force and effect as if the questioned transaction had been
originally duly authorized. Such ratification shall be binding upon the Company
and its stockholders and shall
<PAGE>

36

constitute a bar to any claim or execution of any judgment in respect of such
questioned transaction.

ARTICLE XII

SEAL

The Board of Directors shall provide a corporate seal, which shall be in the
form of a circle and shall bear the name of the Company and the words and
figures "Corporate Seal 1924 Delaware".

ARTICLE XIII

FISCAL YEAR

The fiscal year of the Company shall end at the close of business on the last
Saturday in January and shall, in each case, begin at the opening of business on
the day next succeeding the last day of the preceding fiscal year.

ARTICLE XIV

WAIVER OF NOTICE

Whenever notice is required to be given under any provision of these Bylaws,
the certificate of incorporation, or the laws of the State of Delaware, a
written waiver thereof, whether in the form of a writing signed by, or a
telegram, cable, radiogram, telephone facsimile, or other appropriate written
communication from, the person entitled to notice and whether before or after
the time
<PAGE>

37

stated therein, shall be deemed equivalent to notice. Attendance of a person at
a meeting shall constitute a waiver of notice of the meeting, except when the
person 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 meeting of the stockholders or directors or a committee of
directors need be specified in any written waiver of notice.

ARTICLE XV

EMERGENCY BYLAWS

SECTION 1. General. Notwithstanding any other provisions of the
-------
certificate of incorporation and these Bylaws, the emergency bylaws (hereinafter
called Emergency Bylaws) provided in this Article XV shall be operative during
any emergency resulting from an attack on the United States or on any locality
in which the Company conducts its business or customarily holds meetings of its
Board of Directors or its stockholders, or during any nuclear or atomic
disaster, or during the existence of any catastrophe, or other similar emergency
condition (any such condition being hereinafter called an Emergency), as a
result of which a quorum of the Board of Directors or the Executive Committee
cannot readily be convened for action. To the extent not inconsistent with
these Emergency Bylaws, the Bylaws of the Company shall remain in effect
<PAGE>

38

during any Emergency. Upon termination of the Emergency, these Emergency Bylaws
shall cease to be operative unless and until another Emergency shall occur.

SECTION 2. Meetings and Notice of Meetings. During any Emergency any
-------------------------------
meeting of the Board of Directors or of the Executive Committee may be called by
any director or officer of the Company. Notice of the meeting shall be given by
the person calling the meeting, shall state the time and place of the meeting,
and shall be required to be given only to such of the directors or members of
the Executive Committee, as the case may be, and the persons referred to in
Section 3 of this Article XV as it may be feasible to reach at the time and by
any means as may then be feasible at the time.

SECTION 3. Quorum, Emergency Directors, and Manner of Acting. The
-------------------------------------------------
directors and members of the Executive Committee, as the case may be, in
attendance at a meeting pursuant to Section 2 of this Article XV, which in no
case shall be less than two, shall constitute a quorum of the Board of Directors
or the Executive Committee, as the case may be, and they may take any action at
the meeting, by majority vote, as they shall, in their sole discretion, deem to
be in the best interests of the Company. Notwithstanding the foregoing, if the
number of directors or members of the Executive Committee, as the case may be,
available to constitute a quorum at any such meeting, shall be less than two,
additional
<PAGE>

39

directors, or additional members of the Executive Committee, as the case may be,
in whatever number shall be necessary to constitute a Board or Executive
Committee, as the case may be, of at least two members, shall be deemed selected
automatically from the officers or other persons designated on a list approved
by the Board of Directors before the Emergency, all in such order of priority
and subject to such conditions and for such period or periods as may be provided
in the resolution approving the list. The Board of Directors or Executive
Committee, as the case may be, as so constituted shall continue until the
termination of the Emergency. The Board of Directors, either before or during
any Emergency, may provide, and
from time to time modify, lines of succession in
the event that during such Emergency any or all officers of the Company shall
for any reason be rendered incapable of discharging their duties. Any
additional director or additional member of the Executive Committee, as the case
may be, may be removed, either with or without cause, by a majority vote of the
remaining directors or members of the Executive Committee, as the case may be,
then in office.

SECTION 4. Offices; Places of Meeting. The Board of Directors, either
--------------------------
before or during any Emergency, may, effective during the Emergency, change the
head office of the Company or designate several alternative head offices or
regional offices of the Company or authorize the officers to do so.
<PAGE>

40

SECTION 5. Liability during an Emergency. No officer, director, or
-----------------------------
employee shall be personally liable for acting in accordance with these
Emergency Bylaws, except for wilful misconduct.

ARTICLE XVI

AMENDMENTS

Subject to the provisions of the certificate of incorporation, all Bylaws of
the Company shall be subject to alteration, amendment, or repeal, in whole or in
part, and new bylaws not inconsistent with the laws of the State of Delaware or
any provision of the certificate of incorporation may be made, either by the
affirmative vote of a majority of the whole Board of Directors at any regular or
special meeting of the Board, or by the affirmative vote of the holders of
record of a majority of the issued and outstanding stock of the Company entitled
to vote in respect thereof, given at an annual meeting or at any special meeting
at which a quorum shall be present, provided that in each case notice of the
proposed alteration, amendment, or repeal or the proposed new bylaws be included
in the notice of the meeting of the Board or the stockholders, or the form of
consent thereof, as the case may be.

 

Item 5.03 Amendments to Articles of  Incorporation  or Bylaws;  Change in Fiscal
          Year
 
On February 16, 2005, the Board of Directors amended Article XIII of the
Company's Bylaws to change the Company's fiscal year end to align with the
fiscal calendars of the majority of national retailers. Effective January 29,
2005, the end of fiscal year 2004, the Company's fiscal year will end on the
close of business on the Saturday closest to January 31 of each year. In the
past, the Company's fiscal calendar ended on the last Saturday in January.
(See News Release dated February 16, 2005, attached as Exhibit 99.1 and new
Bylaw Article XIII, attached as Exhibit 3(ii).1.)
 
Also effective on February 16, 2005, the Board made a technical amendment to
Article V, Section 1 of the Company's Bylaws relating to the Company's
"principal officers" by deleting the reference to the Company's "executive or
senior management committee" and replacing it with "members of the Company's
Corporate Staff." (See copy of the new Bylaw Article V, Section 1, attached as
Exhibit 3(ii).2.)