FOURTH AMENDED AND RESTATED BYLAWS
 
                                       OF
 
                              MARINER ENERGY, INC.
 
                             A DELAWARE CORPORATION
 
                       Date of Adoption: February 28, 2005
 
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                              MARINER ENERGY, INC.
 
                       FOURTH AMENDED AND RESTATED BYLAWS
 
                                TABLE OF CONTENTS
 
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                                    ARTICLE I
                                     OFFICES
 
Section 1.    Registered Office..........................................     1
Section 2.    Other Offices..............................................     1
 
                                   ARTICLE II
                                  STOCKHOLDERS
 
Section 1.    Place of Meetings..........................................     1
Section 2.    Quorum; Adjournment of Meetings............................     1
Section 3.    Annual Meetings............................................     2
Section 4.    Special Meetings...........................................     2
Section 5.    Record Date................................................     2
Section 6.    Notice of Meetings.........................................     3
Section 7.    Nomination of Directors....................................     3
Section 8.    Business to be Brought Before a Meeting of Stockholders....     4
Section 9.    Stockholder List...........................................     4
Section 10.   Proxies....................................................     5
Section 11.   Voting; Elections; Inspectors..............................     5
Section 12.   Conduct of Meetings........................................     6
Section 13.   Treasury Stock.............................................     6
 
                                   ARTICLE III
                               BOARD OF DIRECTORS
 
Section 1.    Power; Number; Term of Office..............................     6
Section 2.    Quorum: Voting.............................................     7
Section 3.    Place of Meetings; Order of Business.......................     7
Section 4.    First Meeting..............................................     7
Section 5.    Regular Meetings...........................................     7
Section 6.    Special Meetings...........................................     7
Section 7.    Compensation...............................................     8
Section 8.    Action Without a Meeting; Telephone Conference Meeting.....     8
Section 9.    Approval or Ratification of Acts or Contracts
                 by Stockholders.........................................     8
 
                                   ARTICLE IV
                                   COMMITTEES
 
Section 1.    Designation; Powers........................................     8
Section 2.    Procedure; Meetings; Quorum................................     9
Section 3.    Substitution and Removal of Members; Vacancies.............     9
 
                                    ARTICLE V
                                    OFFICERS
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Section 1.    Number, Titles and Term of Office..........................     9
Section 2.    Powers and Duties of the Chief Executive Officer...........    10
Section 3.    Powers and Duties of the President.........................    10
Section 4.    Powers and Duties of Chief Operating Officer...............    10
Section 5.    Vice Presidents............................................    10
Section 6.    General Counsel............................................    10
Section 7.    Secretary..................................................    10
Section 8.    Treasurer..................................................    11
Section 9.    Action with Respect to Securities of Other Corporations....    11
Section 10.   Delegation.................................................    11
 
                                   ARTICLE VI
          INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
 
Section 1.    Indemnification............................................    12
Section 2.    Suit.......................................................    13
Section 3.    Nonexclusivity of Rights...................................    13
Section 4.    Insurance..................................................    13
Section 5.    Savings Clause.............................................    13
Section 6.    Definitions................................................    14
 
                                   ARTICLE VII
                                  CAPITAL STOCK
 
Section 1.    Certificates of Stock......................................    14
Section 2.    Transfer of Shares.........................................    14
Section 3.    Ownership of Shares........................................    15
Section 4.    Regulations Regarding Certificates.........................    15
Section 5.    Lost or Destroyed Certificates.............................    15
 
                                  ARTICLE VIII
                            MISCELLANEOUS PROVISIONS
 
Section 1.    Fiscal Year................................................    15
Section 2.    Corporate Seal.............................................    15
Section 3.    Notice and Waiver of Notice................................    16
Section 4.    Facsimile Signatures.......................................    16
Section 5.    Reliance upon Books, Reports and Records...................    16
Section 6.    Application of Bylaws......................................    16
 
                                   ARTICLE IX
                                   AMENDMENTS
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                       FOURTH AMENDED AND RESTATED BYLAWS
 
                                       OF
 
                              MARINER ENERGY, INC.
 
                                    ARTICLE I
                                     OFFICES
 
     Section 1. Registered Office
 
     The registered office of Mariner Energy, Inc. (the "Corporation") required
by the state of incorporation of the Corporation to be maintained in the state
of incorporation of the Corporation shall be the registered office named in the
certificate of incorporation of the Corporation, or such other office as may be
designated from time to time by the Board of Directors in the manner provided by
law.
 
     Section 2. Other Offices
 
     The Corporation may also have offices at such other places both within and
without the state of incorporation of the Corporation as the Board of Directors
may from time to time determine or the business of the Corporation may require.
 
                                   ARTICLE II
                                  STOCKHOLDERS
 
     Section 1. Place of Meetings
 
     All meetings of the stockholders shall be held at the principal office of
the Corporation, or at such other place within or without the state of
incorporation of the Corporation as shall be specified or fixed in the notices
or waivers of notice thereof.
 
     Section 2. Quorum; Adjournment of Meetings
 
     Unless otherwise required by law or provided in the certificate of
incorporation of the Corporation or these Bylaws, (i) the holders of a majority
of the stock issued and outstanding and entitled to vote thereat, present in
person or represented by proxy, shall constitute a quorum at any meeting of
stockholders for the transaction of business, (ii) in all matters other than the
election of directors, the affirmative vote of the holders of a majority of such
stock so present or represented at any meeting of stockholders at which a quorum
is present shall constitute the act of the stockholders, and (iii) where a
separate vote by a class or classes is required, a majority of the outstanding
shares of such class or classes, present in person or represented by proxy shall
constitute a quorum entitled to take action with respect to that vote on that
matter and the affirmative vote of the majority of the shares of such class or
classes present in person or represented by proxy at the meeting shall be the
act of such class. The stockholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough stockholders to leave less than a quorum, subject to the provisions of
clauses (ii) and (iii) above.
 
 
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     Directors shall be elected by a plurality of the votes of the shares
present in person or represented by proxy at the meeting and entitled to vote on
the election of directors.
 
     Notwithstanding the other provisions of the certificate of incorporation of
the Corporation or these Bylaws, the chairman of the meeting or the holders of a
majority of the issued and outstanding stock, present in person or represented
by proxy and entitled to vote thereat, at any meeting of stockholders, whether
or not a quorum is present, shall have the power to adjourn such meeting from
time to time, without any notice other than announcement at the meeting of the
time and place of the holding of the adjourned meeting. If the adjournment is
for more than thirty (30) days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at such meeting. At such
adjourned meeting at which a quorum shall be present or represented any business
may be transacted that might have been transacted at the meeting as originally
called.
 
     Section 3. Annual Meetings
 
     An annual meeting of the stockholders, for the election of directors to
succeed those whose terms expire and for the transaction of such other business
as may properly come before the meeting, shall be held at such place (within or
without the state of incorporation of the Corporation), on such date, and at
such time as the Board of Directors shall fix and set forth in the notice of the
meeting, which date shall be within thirteen (13) months subsequent to the last
annual meeting of stockholders.
 
     Section 4. Special Meetings
 
     Unless otherwise provided in the certificate of incorporation of the
Corporation, special meetings of the stockholders for any purpose or purposes
may be called at any time by the Board of Directors acting pursuant to a
resolution adopted by a majority of the total number of authorized directors
regardless of whether there exist any vacancies in such authorized
directorships, and not by stockholders, at such time and at such place as may be
stated in the notice of the meeting. Business transacted at a special meeting
shall be confined to the purpose(s) stated in the notice of such meeting.
 
     Section 5. Record Date
 
     For the purpose of determining 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 change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors of the Corporation may fix a date as the record date for any such
determination of stockholders, which record date shall not precede the date on
which the resolutions fixing the record date are adopted and which record date
shall not be more than sixty (60) days nor less than ten (10) days before the
date of such meeting of stockholders, nor more than sixty (60) days prior to any
other action to which such record date relates.
 
     If the Board of Directors does not fix a record date for any meeting of the
stockholders, the record date for determining stockholders entitled to notice of
or to vote at such meeting shall be at the close of business on the day
immediately preceding the day on which notice is given,
 
 
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or, if in accordance with Article VIII, Section 3 of these Bylaws notice is
waived, at the close of business on the day immediately preceding the day on
which the meeting is held. 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 a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.
 
     Section 6. Notice of Meetings
 
     Written notice of the place, date and hour of all meetings, and, in the
case of a special meeting, the purpose or purposes for which the special meeting
is called, shall be given to each stockholder entitled to vote thereat not less
than ten (10) nor more than sixty (60) days before the date of the meeting. Such
notice may be delivered either personally or by mail. If mailed, notice is given
when deposited in the United States mail, postage prepaid, directed to the
stockholder at such stockholder's address as it appears on the records of the
Corporation.
 
     Section 7. Nomination of Directors
 
     Only persons who are nominated in accordance with the following procedures
shall be eligible for election as directors, except as otherwise provided in
Article Eight of the Certificate of Incorporation. Nominations of persons for
election to the Board of Directors of the Corporation may be made at a meeting
of stockholders (a) by or at the direction of the Board of Directors or (b) by
any stockholder of the Corporation who is a stockholder of record at the time of
giving of notice provided for in this Section, who shall be entitled to vote for
the election of directors at the meeting and who complies with the notice
procedures set forth in this Section. Such nominations, other than those made by
or at the direction of the Board of Directors, shall be made pursuant to timely
notice in writing to the Secretary of the Corporation. To be timely, a
stockholder's notice shall be delivered to or mailed and received at the
principal executive offices of the Corporation (i) with respect to an election
of directors to be held at the annual meeting of the stockholders of the
Corporation, not later than one hundred twenty (120) days prior to the
anniversary date of the proxy statement for the immediately preceding annual
meeting of stockholders of the Corporation, and (ii) with respect to an election
of directors to be held at a special meeting of stockholders of the Corporation,
not later than the close of business on the 10th day following the day on which
such notice of the date of the special meeting was first mailed to the
Corporation's stockholders or public disclosure of the date of the special
meeting was first made, whichever first occurs. Such stockholder's notice to the
Secretary shall set forth (a) as to each person whom the stockholder proposes to
nominate for election or re-election as a director, all information relating to
the person that is required to be disclosed in solicitations for proxies for
election of directors, or is otherwise required, pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (including the written
consent of such person to be named in the proxy statement as a nominee and to
serve as a director if elected); and (b) as to the stockholder giving the notice
(i) the name and address, as they appear on the Corporation's books, of such
stockholder, and (ii) the class and number of shares of capital stock of the
Corporation that are beneficially owned by the stockholder. At the request of
any officer of the Corporation, any person nominated by the Board of Directors
for election as a director shall furnish to the Secretary of the Corporation the
information required to be set forth in a stockholder's notice of nomination
that pertains to the nominee.
 
 
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     In the event that a person is validly designated as nominee to the Board
and shall thereafter become unable or unwilling to stand for election to the
Board of Directors, the Board of Directors or the stockholder who proposed such
nominee, as the case may be, may designate a substitute nominee.
 
     Except as otherwise provided in Article Eight of the Certificate of
Incorporation, no person shall be eligible to serve as a director of the
Corporation unless nominated in accordance with the procedures set forth in this
Section. The chairman of the meeting of stockholders shall, if the facts
warrant, determine and declare to the meeting that a nomination was not made in
accordance with the procedures prescribed by the Bylaws, and if the chairman
should so determine, the chairman shall so declare to the meeting and the
defective nomination shall be disregarded.
 
     Notwithstanding the foregoing provisions of this Section, a stockholder
shall also comply with all applicable requirements of the Securities Exchange
Act of 1934, as amended, and the rules and regulations thereunder with respect
to the matters set forth in this Section 7.
 
     Section 8. Business to be Brought Before a Meeting of Stockholders
 
     To be properly brought before a meeting of stockholders, business must be
either (a) specified in the notice of meeting (or any supplement thereto) given
by or at the direction of the Board of Directors, (b) otherwise brought before
the meeting by or at the direction of the Board of Directors, or (c) otherwise
properly brought before an annual meeting by a stockholder of the Corporation
who is a stockholder of record at the time of giving of notice provided for in
this Section, who shall be entitled to vote at such annual meeting and who
complies with the notice procedures set forth in this Section. In addition to
any other applicable requirements, for business to be brought before an annual
meeting by a stockholder of the Corporation, the stockholder must have given
timely notice thereof in writing to the Secretary of the Corporation. To be
timely, a stockholder's notice must be delivered to or mailed and received at
the principal executive offices of the Corporation, not less than one hundred
twenty (120) days prior to the anniversary date of the proxy statement for the
preceding annual meeting of stockholders of the Corporation. A stockholder's
notice to the Secretary shall set forth as to each matter (i) a brief
description of the business desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (ii) the name
and address, as they appear on the Corporation's books, of the stockholder
proposing such business, (iii) the acquisition date, the class and the number of
shares of voting stock of the Corporation which are owned beneficially by the
stockholder, (iv) any material interest of the stockholder in such business, and
(v) a representation that the stockholder intends to appear in person or by
proxy at the annual meeting to bring the proposed business before the meeting.
 
     Section 9. Stockholder List
 
     A complete list of stockholders entitled to vote at any meeting of
stockholders, arranged in alphabetical order for each class of stock and showing
the address of each such stockholder and the number of shares registered in the
name of such stockholder, 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 ten (10) days prior to the meeting, either at a place within
the city where the meeting is to be held, which place shall be specified in the
notice of the
 
 
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meeting, or, if not so specified, at the place where the meeting is to be held.
The stockholder 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.
 
     Section 10. Proxies
 
     Each stockholder entitled to vote at a meeting of stockholders may
authorize another person or persons to act for him by proxy. Proxies for use at
any meeting of stockholders shall be filed with the Secretary, or such other
officer as the Board of Directors may from time to time determine by resolution,
before or at the time of the meeting. All proxies shall be received and taken
charge of and all ballots shall be received and canvassed by the secretary of
the meeting, who shall decide all questions touching upon the qualification of
voters, the validity of the proxies, and the acceptance or rejection of votes,
unless an inspector or inspectors shall have been appointed by the chairman of
the meeting, in which event such inspector or inspectors shall decide all such
questions.
 
     No proxy shall be valid after three (3) years from its date, unless the
proxy provides for a longer period. Each proxy shall be revocable unless
expressly provided therein to be irrevocable and coupled with an interest
sufficient in law to support an irrevocable power.
 
     Should a proxy designate two or more persons to act as proxies, unless such
instrument shall provide the contrary, a majority of such persons present at any
meeting at which their powers thereunder are to be exercised shall have and may
exercise all the powers of voting thereby conferred, or if only one be present,
then such powers may be exercised by that one; or, if an even number attend and
a majority do not agree on any particular issue, each proxy so attending shall
be entitled to exercise such powers in respect of such portion of the shares as
is equal to the reciprocal of the fraction equal to the number of proxies
representing such shares divided by the total number of shares represented by
such proxies.
 
     Section 11. Voting; Elections; Inspectors
 
     Unless otherwise required by law or provided in the certificate of
incorporation of the Corporation, each stockholder shall on each matter
submitted to a vote at a meeting of stockholders have one vote for each share of
the stock entitled to vote which is registered in his name on the record date
for the meeting. For the purposes hereof, each election to fill a directorship
shall constitute a separate matter. Shares registered in the name of another
entity, domestic or foreign, may be voted by such officer, agent or proxy as the
organizational documents of such entity may determine. Shares registered in the
name of a deceased person may be voted by the executor or administrator of such
person's estate, either in person or by proxy.
 
     All voting, except as required by the certificate of incorporation of the
Corporation or where otherwise required by law, may be by a voice vote;
provided, however, upon request of the chairman of the meeting or upon demand
therefor by stockholders holding a majority of the issued and outstanding stock
present in person or by proxy at any meeting a stock vote shall be taken. Every
stock vote shall be taken by written ballots, each of which shall state the name
of the stockholder or proxy voting and such other information as may be required
under the procedure established for the meeting. All elections of directors
shall be by written ballots, unless otherwise provided in the certificate of
incorporation of the Corporation.
 
 
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     At any meeting at which a vote is taken by written ballots, the chairman of
the meeting may appoint one or more inspectors, each of whom shall subscribe an
oath or affirmation to execute faithfully the duties of inspector at such
meeting with strict impartiality and according to the best of such inspector's
ability. Such inspector shall receive the written ballots, count the votes, and
make and sign a certificate of the result thereof. The chairman of the meeting
may appoint any person to serve as inspector, except no candidate for the office
of director shall be appointed as an inspector.
 
     Unless otherwise provided in the certificate of incorporation of the
Corporation, cumulative voting for the election of directors shall be
prohibited.
 
     Section 12. Conduct of Meetings
 
     The meetings of the stockholders shall be presided over by the Chairman of
the Board or such other officer of the Corporation as designated by the Chairman
of the Board or the Board of Directors. The Secretary of the Corporation, if
present, shall act as secretary of such meetings, or, if the Secretary is not
present, such other officer of the Corporation as designated by the Board of
Directors or the chairman of the meeting shall so act.
 
     The chairman of any meeting of stockholders shall determine the order of
business and the procedure at the meeting, including such regulation of the
manner of voting and the conduct of discussion as seem to the chairman in order.
 
     Section 13. Treasury Stock
 
     The Corporation shall not vote, directly or indirectly, shares of its own
stock owned by it and such shares shall not be counted for quorum purposes.
Nothing in this Section 13 shall be construed as limiting the right of the
Corporation to vote stock, including but not limited to its own stock, held by
it in a fiduciary capacity.
 
                                  ARTICLE III
                               BOARD OF DIRECTORS
 
     Section 1. Power; Number; Term of Office
 
     The business and affairs of the Corporation shall be managed by or under
the direction of the Board of Directors, and, subject to the restrictions
imposed by law or the certificate of incorporation of the Corporation, the Board
of Directors may exercise all the powers of the Corporation.
 
     Unless otherwise provided in the certificate of incorporation of the
Corporation, the number of directors which shall constitute the whole Board of
Directors shall be determined from time to time by the Board of Directors
(provided that no decrease in the number of directors which would have the
effect of shortening the term of an incumbent director may be made by the Board
of Directors). If the Board of Directors makes no such determination, the number
of directors shall be three. Each director shall hold office for the term for
which such director is elected, and until such director's successor shall have
been elected and qualified or until such director's earlier death, resignation
or removal.
 
 
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     The Board of Directors may elect one of its members to serve as the
Chairman of the Board. If elected, the Chairman of the Board shall have such
powers and duties as designated in these Bylaws and as from time to time may be
assigned to him or her by the Board of Directors.
 
     Unless otherwise provided in the certificate of incorporation of the
Corporation, directors need not be stockholders nor residents of the state of
incorporation of the Corporation.
 
     Section 2. Quorum: Voting
 
     Unless otherwise provided in the certificate of incorporation of the
Corporation, a quorum of the Board of Directors shall be deemed to be present at
any meeting if a majority of the total number of directors are present at the
meeting. The vote of a majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors.
 
     Section 3. Place of Meetings; Order of Business
 
     The directors may hold their meetings and may have an office and keep the
books of the Corporation, except as otherwise provided by law, in such place or
places, within or without the state of incorporation of the Corporation, as the
Board of Directors may from time to time determine. At all meetings of the Board
of Directors business shall be transacted in such order as shall from time to
time be determined by the Chairman of the Board, or in the Chairman of the
Board's absence by the Chief Executive Officer (should the Chief Executive
Officer be a director), or in the Chief Executive Officer's absence by the
President (should the President be a director), or in the President's absence by
such officer of the Corporation as designated by the Board of Directors, or by a
majority of the Board of Directors.
 
     Section 4. First Meeting
 
     Each newly elected Board of Directors may hold its first meeting for the
purpose of organization and the transaction of business, if a quorum is present,
immediately after and at the same place as the annual meeting of the
stockholders. Notice of such meeting shall not be required. At the first meeting
of the Board of Directors in each year at which a quorum shall be present, held
next after the annual meeting of stockholders, the Board of Directors shall
elect the officers of the Corporation.
 
     Section 5. Regular Meetings
 
     Regular meetings of the Board of Directors shall be held at such times and
places as shall be designated from time to time by the Chairman of the Board or,
in the absence of the Chairman of the Board, by the Chief Executive Officer
(should the Chief Executive Officer be a director), or in the Chief Executive
Officer's absence, by the President (should the President be a director), or in
the President's absence, by such officer of the Corporation as designated by the
Board of Directors, or by a majority of the Board of Directors. Notice of such
regular meetings shall not be required.
 
     Section 6. Special Meetings
 
     Special meetings of the Board of Directors may be called by the Chairman of
the Board, the Chief Executive Officer (should the Chief Executive Officer be a
director), the President (should the President be a director) or such other
officer of the Corporation as designated by the Board of Directors, or, on the
written request of any two directors, by the Secretary, in each case
 
 
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<PAGE>
 
on at least twenty-four (24) hours' personal, written, telegraphic, cable or
wireless notice to each director. Such notice, or any waiver thereof pursuant to
Article VIII, Section 3 of these Bylaws, need not state the purpose or purposes
of such meeting, except as may otherwise be required by law or provided for in
the certificate of incorporation of the Corporation or these Bylaws. Meetings
may be held at any time without notice if all the directors are present or if
those not present waive notice of the meeting in writing.
 
     Section 7. Compensation
 
     Unless otherwise restricted by the certificate of incorporation of the
Corporation, the Board of Directors shall have the authority to fix the
compensation of directors.
 
     Section 8. Action Without a Meeting; Telephone Conference Meeting
 
     Unless otherwise restricted by the certificate of incorporation of the
Corporation, any action required or permitted to be taken at any meeting of the
Board of Directors or any committee designated by the Board of Directors 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.
Such consent shall have the same force and effect as a unanimous vote at a
meeting, and may be stated as such in any document or instrument filed with the
Secretary of State of the state of incorporation of the Corporation.
 
     Unless otherwise restricted by the certificate of incorporation of the
Corporation, subject to the requirement for notice of meetings, members of the
Board of Directors, or members of any committee designated by the Board of
Directors, may participate in a meeting of such Board of Directors or committee,
as the case may be, by means of a conference telephone connection or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in such a meeting shall
constitute presence in person at such meeting, except where a person
participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.
 
     Section 9. Approval or Ratification of Acts or Contracts by Stockholders
 
     The Board of Directors in its discretion may submit any act or contract for
approval or ratification at any annual meeting of the stockholders, or at any
special meeting of the stockholders called for the purpose of considering any
such act or contract, and any act or contract that shall be approved or be
ratified by the vote of the stockholders holding a majority of the issued and
outstanding shares of stock of the Corporation entitled to vote and present in
person or by proxy at such meeting (provided that a quorum is present) shall be
as valid and as binding upon the Corporation and upon all the stockholders as if
it has been approved or ratified by every stockholder of the Corporation.
 
                                   ARTICLE IV
                                   COMMITTEES
 
     Section 1. Designation; Powers
 
 
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<PAGE>
 
     The Board of Directors may, by resolution passed by a majority of the whole
board, designate one or more committees, including, if they shall so determine,
an executive committee, with each such committee to consist of one or more of
the directors of the Corporation. Except as otherwise provided by the
certificate of incorporation of the Corporation or applicable law, any such
designated committee shall have and may exercise such of the powers and
authority of the Board of Directors in the management of the business and
affairs of the Corporation as may be provided in such resolution. Any such
designated committee may authorize the seal of the Corporation to be affixed to
all papers which may require it. In addition to the above, such committee or
committees shall have such other powers and limitations of authority as may be
determined from time to time by the Board of Directors.
 
     Section 2. Procedure; Meetings; Quorum
 
     Any committee designated pursuant to this Article IV shall keep regular
minutes of its actions and proceedings in a book provided for that purpose and
report the same to the Board of Directors at its meeting next succeeding such
action, shall fix its own rules or procedures, and shall meet at such times and
at such place or places as may be provided by such rules, or by such committee
or the Board of Directors. Should a committee fail to fix its own rules, the
provisions of these Bylaws, pertaining to the calling of meetings and conduct of
business by the Board of Directors, shall apply as nearly as may be possible. At
every meeting of any such committee, a quorum shall be present if a majority of
all the members of the committee are present. The affirmative vote of a majority
of the members present at a meeting at which there is a quorum shall be
necessary for the adoption by it of any resolution.
 
     Section 3. Substitution and Removal of Members; Vacancies
 
     The Board of Directors may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of such committee. In the absence or disqualification of a member of
a committee, the member or members present at any meeting and not disqualified
from voting, whether or not constituting a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
the absent or disqualified member. The Board of Directors shall have the power
at any time to remove any member(s) of a committee and to appoint other
directors in lieu of the person(s) so removed and shall also have the power to
fill vacancies in a committee.
 
                                    ARTICLE V
                                    OFFICERS
 
     Section 1. Number, Titles and Term of Office
 
     The officers of the Corporation shall be a Chief Executive Officer,
President, Chief Operating Officer, one or more Vice Presidents (any one or more
of whom may be designated Executive Vice President or Senior Vice President), a
General Counsel, a Treasurer, a Secretary, and such other officers as the Board
of Directors may from time to time elect or appoint. If the Board of Directors
so elects, it may designate the Chairman of the Board, if any, as an officer.
Each officer shall hold office until such officer's successor shall be duly
elected and shall qualify or until such officer's death or until such officer
shall resign or shall have been removed. Any number of offices may be held by
the same person, unless the certificate of incorporation of the
 
 
                                        9
 
<PAGE>
 
Corporation provide otherwise. Except for the Chairman of the Board in the case
where the Chairman of the Board is designated an officer, no officer need be a
director.
 
     Section 2. Powers and Duties of the Chief Executive Officer
 
     Subject to the direction and control of the Board of Directors, the Chief
Executive Officer shall have general executive charge, management and control of
the properties, business and operations of the Corporation with all such powers
as may be reasonably incident to such responsibilities; may agree upon and
execute all leases, contracts, evidences of indebtedness and other obligations
in the name of the Corporation and may sign all certificates for shares of
capital stock of the Corporation; and shall have such other powers and duties as
designated in accordance with these Bylaws and as from time to time may be
assigned to the Chief Executive Officer by the Board of Directors or the
Chairman of the Board.
 
     Section 3. Powers and Duties of the President
 
     Unless the Board of Directors otherwise determines and subject to the
authority of the Chief Executive Officer, the President shall have general
responsibility for the management and control of the operations of the
Corporation with all such powers as may be reasonably incident to such
responsibilities; may agree upon and execute all leases, contracts, evidences of
indebtedness and other obligations in the name of the Corporation; and shall
have such other powers and duties as designated in accordance with these Bylaws
and as from time to time may be assigned to the President by the Board of
Directors, the Chairman of the Board or the Chief Executive Officer.
 
     Section 4. Powers and Duties of Chief Operating Officer
 
     Unless the Board of Directors otherwise determines and subject to the
authority of the Chief Executive Officer and the President, the Chief Operating
Officer shall have general responsibility for the management and control of the
operations of the Corporation with all such powers as may be reasonably incident
to such responsibilities; may agree upon and execute all leases, contracts,
evidences of indebtedness and other obligations in the name of the Corporation;
and shall have such other powers and duties as designated in accordance with
these Bylaws and as from time to time may be assigned to the Chief Operating
Officer by the Board of Directors, the Chairman of the Board, the Chief
Executive Officer or the President.
 
     Section 5. Vice Presidents
 
     Each Vice President shall have such powers and duties as from time to time
may be assigned to such Vice President by the Board of Directors, the Chairman
of the Board, the Chief Executive Officer, the President or such other officer
as designated by the Board of Directors.
 
     Section 6. General Counsel
 
     The General Counsel shall act as legal advisor to the Corporation. The
General Counsel may have one or more staff attorneys and assistants, and may
retain other attorneys to conduct the legal affairs and litigation of the
Corporation under the General Counsel's supervision.
 
     Section 7. Secretary
 
 
                                       10
 
<PAGE>
 
     The Secretary shall keep the minutes of all meetings of the Board of
Directors, committees of the Board of Directors and the stockholders, in books
provided for that purpose; shall attend to the giving and serving of all
notices; may in the name of the Corporation affix the seal of the Corporation to
all contracts and attest the affixation of the seal of the Corporation thereto;
may sign with the other appointed officers all certificates for shares of
capital stock of the Corporation; shall have charge of the certificate books,
transfer books and stock ledgers, and such other books and papers as the Board
of Directors may direct, all of which shall at all reasonable times be open to
inspection of any director upon application at the office of the Corporation
during business hours; shall have such other powers and duties as designated in
these Bylaws and as from time to time may be assigned to the Secretary by the
Board of Directors, the Chairman of the Board, the Chief Executive Officer, the
President or such other officer as designated by the Board of Directors and
shall in general perform all acts incident to the office of Secretary, subject
to the direction and control of the Board of Directors, the Chairman of the
Board, the Chief Executive Officer, the President or such other officer as
designated by the Board of Directors.
 
     Section 8. Treasurer
 
     The Treasurer shall have responsibility for the custody and control of all
the funds and securities of the Corporation, and shall have such other powers
and duties as designated in these Bylaws and as from time to time may be
assigned to the Treasurer by the Board of Directors, the Chairman of the Board,
the Chief Executive Officer, the President or such other officer as designated
by the Board of Directors. The Treasurer shall perform all acts incident to the
position of Treasurer, subject to the direction and control of the Board of
Directors, the Chairman of the Board, the Chief Executive Officer, the President
and such other officer as designated by the Board of Directors; and the
Treasurer shall, if required by the Board of Directors, give such bond for the
faithful discharge of the Treasurer's duties in such form as the Board of
Directors may require.
 
     Section 9. Action with Respect to Securities of Other Corporations
 
     Unless otherwise directed by the Board of Directors, the Chairman of the
Board, the Chief Executive Officer, the President or such other officer as
designated by the Board of Directors, together with the Secretary or any
assistant Secretary appointed by the Board of Directors shall have power to vote
and otherwise act on behalf of the Corporation, in person or by proxy, at any
meeting of security holders of or with respect to any action of security holders
of any other corporation in which this Corporation may hold securities and
otherwise to exercise any and all rights and powers which this Corporation may
possess by reason of its ownership of securities in such other corporation.
 
     Section 10. Delegation
 
     For any reason that the Board of Directors may deem sufficient, the Board
of Directors may, except where otherwise provided by statute, delegate the
powers or duties of any officer to any other person, and may authorize any
officer to delegate specified duties of such office to any other person. Any
such delegation or authorization by the Board shall be effected from time to
time by resolution of the Board of Directors.
 
 
                                       11
 
<PAGE>
 
                                   ARTICLE VI
          INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
 
     Section 1. Indemnification
 
     Each person who was or is made a party or is threatened to be made a party
to or is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"), by reason of the
fact that he or she, or a person of whom he or she is the legal representative,
is or was a director or officer of the Corporation or is or was serving at the
request of the Corporation as a director or officer of another corporation or of
a partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director, officer, employee or agent
or in any other capacity while serving as a director, officer, employee or
agent, shall be indemnified and held harmless by the Corporation to the fullest
extent authorized by the DGCL, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights than said law
permitted the Corporation to provide prior to such amendment), against all
expense, liability and loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of his or her heirs,
executors and administrators; provided, however, that except as provided in
Article VI, Section 2 of these Bylaws, the Corporation shall indemnify any such
person seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation. The right to
indemnification conferred in this paragraph of Article VI shall be a contract
right and shall include the right to be paid by the Corporation the expenses
incurred in defending any such proceeding in advance of its final disposition;
provided, however, that if the DGCL requires, the payment of such expenses
incurred by a director or officer in his or her capacity as a director or
officer (and not in any other capacity in which service was or is rendered by
such person while a director or officer, including, without limitation, service
to an employee benefit plan) in advance of the final disposition of a proceeding
shall be made only upon delivery to the Corporation of an undertaking, by or on
behalf of such director or officer, to repay all amounts so advanced if it shall
ultimately be determined that such director or officer is not entitled to be
indemnified under this Article VI or otherwise.
 
     The Corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(whether or not an action by or in the right of the Corporation) by reason of
the fact that the person is or was an employee (other than an officer) or agent
of the Corporation, or, while serving as an employee (other than an officer) or
agent of the Corporation, is or was serving at the request of the Corporation as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, to the extent (i) permitted by the
laws of the State of Delaware as from time to time in effect, and (ii)
authorized in the sole discretion of the Chief Executive Officer and a Vice
President of the Corporation (the Chief Executive Officer and the Vice President
so authorizing such indemnification, the "Authorizing Officers"). The
Corporation may, to the extent permitted by
 
 
                                       12
 
<PAGE>
 
Delaware law and authorized in the sole discretion of the Authorizing Officers,
pay expenses (including attorneys' fees) reasonably incurred by any such
employee or agent in defending any civil, criminal, administrative or
investigative action, suit or proceeding in advance of the final disposition of
such action, suit or proceeding, upon such terms and conditions as the
Authorizing Officers authorizing such expense advancement determine in their
sole discretion. The provisions of this paragraph of Article VI shall not
constitute a contract right for any such employee or agent.
 
     Section 2. Suit
 
     If a claim under Article VI, Section 1 of these Bylaws is not paid in full
by the Corporation within thirty (30) days after a written claim has been
received by the Corporation, the claimant may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to be paid also
the expense of prosecuting such claim. It shall be a defense to any such action
(other than an action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered to the Corporation) that the
claimant has not met the standards of conduct which make it permissible under
the Delaware General Corporation Law for the Corporation to indemnify the
claimant for the amount claimed, but the burden of proving such defense shall be
on the Corporation. Neither the failure of the Corporation (including the Board
of Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct.
 
     Section 3. Nonexclusivity of Rights
 
     The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred in this
Article VI shall not be exclusive of any other right which any person may have
or hereafter acquire under any statute, provision of the certificate of
incorporation of the Corporation, these Bylaws, agreement, vote of stockholders
or disinterested directors or otherwise.
 
     Section 4. Insurance
 
     The Corporation may maintain insurance, at its expense, to protect itself
and any director, employee, agent or consultant of the Corporation or another
corporation, partnership, joint venture, trust or other enterprise against any
such expense, liability or loss, whether or not the Corporation would have the
power to indemnify such person against such expense, liability or loss under the
Delaware General Corporation Law.
 
     Section 5. Savings Clause
 
     If this Article VI or any portion hereof shall be invalidated on any ground
by any court of competent jurisdiction, then the Corporation shall nevertheless
indemnify and hold harmless each director and officer of the Corporation, as to
costs, charges and expenses (including
 
 
                                       13
 
<PAGE>
 
attorneys' fees), judgments, fines, and amounts paid in settlement with respect
to any action, suit or proceeding, whether civil, criminal, administrative or
investigative to the full extent permitted by any applicable portion of this
Article VI that shall not have been invalidated and to the fullest extent
permitted by applicable law.
 
     Section 6. Definitions
 
     For purposes of this Article VI, reference to the "Corporation" shall
include, in addition to the Corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger prior to
(or, in the case of an entity specifically designated in a resolution of the
Board of Directors, after) the adoption hereof and which, if its separate
existence had continued, would have had the power and authority to indemnify its
directors, officers and 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 of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under the provisions
of this Article VI with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.
 
                                   ARTICLE VII
                                  CAPITAL STOCK
 
     Section 1. Certificates of Stock
 
     The Board of Directors may provide by resolution or resolutions that some
or all of any or all classes or series of its capital stock shall be
uncertificated shares. The certificates for shares of the capital stock of the
Corporation shall be in such form, not inconsistent with that required by law
and the certificate of incorporation of the Corporation, as shall be approved by
the Board of Directors. Every holder of capital stock represented by
certificates shall be entitled to have a certificate signed by or in the name of
the Corporation by the Chairman of the Board, the Chief Executive Officer,
President, a Vice President or such other officer as designated by the Board of
Directors and the Secretary or an assistant Secretary or the Treasurer or an
assistant Treasurer of the Corporation representing the number of shares (and,
if the capital stock of the Corporation shall be divided into classes or series,
certifying the class and series of such shares) owned by such stockholder which
are registered in certified form; provided, however, that any of or all the
signatures on the certificate may be facsimile. The stock record books and the
blank stock certificate books shall be kept by the Secretary or at the office of
such transfer agent or transfer agents as the Board of Directors may from time
to time determine. In case any officer, transfer agent or registrar who shall
have signed or whose facsimile signature or signatures shall have been placed
upon any such certificate or certificates shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued by the
Corporation, such certificate may nevertheless be issued by the Corporation with
the same effect as if such person were such officer, transfer agent or registrar
at the date of issue. The stock certificates shall be consecutively numbered and
shall be entered in the books of the Corporation as they are issued and shall
exhibit the holder's name and number of shares.
 
     Section 2. Transfer of Shares
 
 
                                       14
 
<PAGE>
 
     In respect of certificated shares of capital stock, such shares of capital
stock of the Corporation shall be transferable only on the books of the
Corporation by the holders thereof in person or by their duly authorized
attorneys or legal representatives upon surrender and cancellation of
certificates for a like number of shares. Upon surrender to the Corporation or a
transfer agent of the Corporation of such certificate for shares duly endorsed
or accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books. In respect of uncertificated shares of capital
stock, such shares of capital stock of the Corporation shall be transferable
only on the books of the Corporation by the holders thereof in person or by
their duly authorized attorneys or legal representatives upon the compliance
with such rules and procedures as may be proscribed by the Board of Directors,
the Chairman of the Board, the Chief Executive Officer, the President or such
other officer as designated by the Board of Directors.
 
     Section 3. Ownership of Shares
 
     The Corporation shall be entitled to treat the holder of record of any
share or shares of capital stock of the Corporation as the holder in fact
thereof and, accordingly, shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of the state of incorporation of the Corporation.
 
     Section 4. Regulations Regarding Certificates
 
     The Board of Directors shall have the power and authority to make all such
rules and regulations as they may deem expedient concerning the issue, transfer
and registration or the replacement of certificates for shares of capital stock
of the Corporation.
 
     Section 5. Lost or Destroyed Certificates
 
     The Board of Directors may determine the conditions upon which the
Corporation may issue a new certificate for shares of capital stock in place of
a certificate theretofore issued by it which is alleged to have been lost,
stolen or destroyed and may require the owner of such certificate or such
owner's legal representative to give bond, with surety sufficient to indemnify
the Corporation and each transfer agent and registrar against any and all losses
or claims which may arise by reason of the alleged loss, theft or destruction of
any such certificate or the issuance of such new certificate in the place of the
one so lost, stolen or destroyed.
 
                                  ARTICLE VIII
                            MISCELLANEOUS PROVISIONS
 
     Section 1. Fiscal Year
 
     The fiscal year of the Corporation shall begin on the first day of January
of each year.
 
     Section 2. Corporate Seal
 
     The corporate seal shall be circular in form and shall have inscribed
thereon the name of the Corporation and the state of its incorporation, which
seal shall be in the charge of the Secretary and shall be affixed to
certificates of stock, debentures, bonds, and other documents, in
 
 
                                       15
 
<PAGE>
 
accordance with the direction of the Board of Directors or a committee thereof,
and as may be required by law; however, the Secretary may, if the Secretary
deems it expedient, have a facsimile of the corporate seal inscribed on any such
certificates of stock, debentures, bonds, contract or other documents.
 
     Section 3. Notice and Waiver of Notice
 
     Whenever any notice is required to be given by law, the certificate of
incorporation of the Corporation or under the provisions of these Bylaws, said
notice shall be deemed to be sufficient if given (i) by telegraphic, cable or
wireless transmission (including by telecopy or facsimile transmission) or (ii)
by deposit of the same in a post office box or by delivery to an overnight
courier service company in a sealed prepaid wrapper addressed to the person
entitled thereto at such person's post office address, as it appears on the
records of the Corporation, and such notice shall be deemed to have been given
on the day of such transmission or mailing or delivery to courier, as the case
may be.
 
     Whenever notice is required to be given by law, the certificate of
incorporation of the Corporation or under any of the provisions of these Bylaws,
a written waiver thereof, signed by the person entitled to notice, whether
before or after the time stated therein, shall be deemed equivalent to notice.
Attendance of a person, including without limitation a director, at a meeting
shall constitute a waiver of notice of such 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 regular or special meeting of the stockholders, directors, or members of
a committee of directors need be specified in any written waiver of notice
unless so required by the certificate of incorporation of the Corporation or
these Bylaws.
 
     Section 4. Facsimile Signatures
 
     In addition to the provisions for the use of facsimile signatures elsewhere
specifically authorized in these Bylaws, facsimile signatures of any officer or
officers of the Corporation may be used whenever and as authorized by the Board
of Directors.
 
     Section 5. Reliance upon Books, Reports and Records
 
     A member of the Board of Directors, or a member of any committee designated
by the Board of Directors, shall, in the performance of such person's duties, be
protected to the fullest extent permitted by law in relying upon the records of
the Corporation and upon information, opinions, reports or statements presented
to the Corporation.
 
     Section 6. Application of Bylaws
 
     In the event that any provisions of these Bylaws is or may be in conflict
with any law of the United States, of the state of incorporation of the
Corporation or of any other governmental body or power having jurisdiction over
the Corporation, or over the subject matter to which such provision of these
Bylaws applies, or may apply, such provision of these Bylaws shall be
inoperative to the extent only that the operation thereof unavoidably conflicts
with such law or provision, and shall in all other respects be in full force and
effect.
 
 
                                       16
 
<PAGE>
 
                                   ARTICLE IX
                                   AMENDMENTS
 
     The Board of Directors shall have the power to adopt, amend and repeal from
time to time these Bylaws, subject to the right of the stockholders entitled to
vote with respect thereto to amend or repeal such Bylaws as adopted or amended
by the Board of Directors.