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                                                                     Exhibit 4.2

                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                             KERR-MCGEE CORPORATION


                                    ARTICLE I
                                     OFFICES

              SECTION 1. The principal place of business of Kerr-McGee
Corporation ("Corporation") shall be in Oklahoma City, Oklahoma.

              SECTION 2. The Corporation may also have offices at such other
places as the Board of Directors may from time to time appoint or the business
of the Corporation may require.

                                   ARTICLE II
                                      SEAL

              SECTION 1. The corporate seal shall have inscribed thereon the
name of the Corporation, the year of its organization, and the words "Corporate
Seal, Delaware". The Corporate Seal may be used by causing it or a facsimile
thereof to be impressed, affixed or reproduced.

              SECTION 2. The corporate seal shall be retained under the custody
and control of the Secretary or Assistant Secretary except as and to the extent
the use of same by others may be expressly authorized by the Board of Directors.

                                   ARTICLE III
                             STOCKHOLDERS' MEETINGS

              SECTION 1. All meetings of the stockholders for any purpose may be
held at such place as shall be stated in the notice of the meeting.

              SECTION 2. An annual meeting of the stockholders shall be held
within one hundred fifty (150) days after the end of each fiscal year as the
Board of Directors may set for a particular year's annual meeting, at which
meeting they shall elect by a plurality vote by ballot a board of directors and
transact such other business as may properly be brought before the meeting.

              SECTION 3. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided by
law, by the Certificate of Incorporation or by these ByLaws. If,



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however, such majority shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present in person or by
proxy, shall have the power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until the requisite amount of
voting stock shall be present. At such adjourned meeting at which the requisite
amount of voting stock shall be represented, any business may be transacted
which might have been transacted at the meeting as originally notified.

              SECTION 4. At any meeting of the stockholders, every stockholder
having the right to vote shall be entitled to vote in person or by proxy
appointed in a manner prescribed by the Company and permitted by applicable law.

              SECTION 5. Except as may otherwise be provided by law or in the
Certificate of Incorporation of the Corporation, or any amendment thereto, each
stockholder shall have one vote for each share of the stock having voting power,
registered in his name on the books of the Corporation, and except where the
transfer books of the Corporation shall have been closed or a date shall have
been fixed as a record date for the determination of its stockholders entitled
to vote, no share of stock shall be voted on at any election for directors which
shall have been transferred on the books of the Corporation within twenty days
preceding such election of directors, or on any other matter respecting which
stockholders are entitled to vote if such stock has been so transferred within
twenty days prior to action on such matter.

              SECTION 6. Except as otherwise provided by law, notice of the
annual meeting of stockholders shall be given at least ten days prior to the
meeting, and in accordance with Article XXI hereof, to each stockholder so
entitled to vote thereat.

              SECTION 7. A complete list of the stockholders so entitled to vote
at the ensuing election of directors arranged in alphabetical order, with the
address of each, and the number of voting shares registered in the name of each,
shall be filed in the office where the election is to be held, at least ten days
before every election, and shall at all times during the ordinary business hours
and during the whole time of said election be open to the examination of any
stockholder.

              SECTION 8. Special meetings of the stockholders, for any purpose
or purposes, unless otherwise prescribed by statute, shall be called only by the
Chief Executive Officer of the Corporation or by the Secretary at the direction
of the Board of Directors pursuant to a resolution approved by the Board of
Directors.

              SECTION 9. Business transacted at all special meetings shall be
confined to the objects stated in the notice of the meeting.

              SECTION 10. Written or electronic notice of a special meeting of
stockholders, stating the time and place and object thereof, shall be given at
least ten days before such meeting, and in accordance with Article XXI hereof,
to each stockholder entitled to vote thereat.

              SECTION 11.

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              (A) ANNUAL MEETING OF STOCKHOLDERS.

              (1) Nominations of persons for election to the Board of Directors
of the Corporation and the proposal of business to be considered by the
stockholders may be made at an annual meeting of stockholders (a) pursuant to
the Corporation's notice of meeting delivered pursuant to Article III, Section 6
of these ByLaws, (b) by or at the direction of the Chief Executive Officer or
the Board of Directors or (c) by any stockholder of the Corporation who is
entitled to vote at the meeting, who complied with the notice procedures set
forth in subparagraphs (2) and (3) of this paragraph (A) of this ByLaw and who
was a stockholder of record at the time such notice is delivered to the
Secretary of the Corporation.

              (2) For nominations or other business to be properly brought
before an annual meeting by a stockholder pursuant to clause (c) of paragraph
(A)(1) of this ByLaw, the stockholder must have given timely notice thereof in
writing to the Secretary of the Corporation, and, in the case of business other
than nominations, such other business must be a proper matter for stockholder
action. To be timely, a stockholder's notice shall be delivered in writing to
the Secretary at the principal executive offices of the Corporation not less
than seventy days nor more than ninety days prior to the first anniversary of
the preceding year's annual meeting; provided, however, that in the event that
the date of the annual meeting is advanced by more than twenty days, or delayed
by more than seventy days, from such anniversary date, notice by the stockholder
to be timely must be so delivered not earlier than the ninetieth day prior to
such annual meeting and not later than the close of business on the later of the
seventieth day prior to such annual meeting or the tenth day following the day
on which public announcement of the date of such meeting is first made. Such
stockholder's notice 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 such person that is required to be disclosed in solicitations of
proxies for election of directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), including such person's written consent to being named in
the proxy statement as a nominee and to serving as a director if elected; (b) as
to any other business that the stockholder proposes to bring before the meeting,
a brief description of the business desired to be brought before the meeting,
the reasons for conducting such business at the meeting and any material
interest in such business of such stockholder and the beneficial owner, if any,
on whose behalf the proposal is made; and (c) as to the stockholder giving the
notice and the beneficial owner, if any, on whose behalf the nomination or
proposal is made (i) the name and address of such stockholder, as they appear on
the Corporation's books, and of such beneficial owner and (ii) the class and
number of shares of the Corporation which are owned beneficially and of record
by such stockholder and such beneficial owner.

              (3) Notwithstanding anything in the second sentence of paragraph
(A)(2) of this ByLaw to the contrary, in the event that the number of directors
to be elected to the Board of Directors of the Corporation is increased and
there is no public announcement naming all of the nominees for director or
specifying the size of the increased Board of Directors made by the Corporation
at least eighty days prior to the first anniversary of the preceding year's
annual meeting, a stockholder's notice required by this ByLaw shall also be
considered timely, but only with respect to nominees for any new positions
created by such increase, if it shall be delivered to the Secretary at the
principal executive offices of the Corporation not later than the


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close of business on the tenth day following the day on which such public
announcement is first made by the Corporation.

              (B) SPECIAL MEETINGS OF STOCKHOLDERS. Only such business shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting pursuant to Article
III, Section 10 of these ByLaws. Nominations of persons for election to the
Board of Directors may be made at a special meeting of stockholders at which
directors are to be elected pursuant to the Corporation's notice of meeting (a)
by or at the direction of the Chief Executive Officer or the Board of Directors
or (b) by any stockholder of the Corporation who is entitled to vote at the
meeting, who complies with the notice procedures set forth in this ByLaw and who
is a stockholder of record at the time such notice is delivered to the Secretary
of the Corporation. Nominations of stockholders of persons for election to the
Board of Directors may be made at such a special meeting of stockholders if the
stockholder's notice as required by paragraph (A)(2) of this ByLaw shall be
delivered to the Secretary at the principal executive offices of the Corporation
not earlier than the ninetieth day prior to such special meeting and not later
than the close of business on the later of the seventieth day prior to such
special meeting or the tenth day following the day on which public announcement
is first made of the date of the special meeting and of the nominees proposed by
the Board of Directors to be elected at such meeting.

              (C) GENERAL.

              (1) Only persons who are nominated in accordance with the
procedures set the forth in this ByLaw shall be eligible to serve as directors
and only such business shall be conducted at a meeting of stockholders as shall
have been brought before the meeting in accordance with the procedures set forth
in this ByLaw. Except as otherwise provided by law, the Certificate of
Incorporation or these ByLaws, the chairman of the meeting shall have the power
and duty to determine whether a nomination or any business proposed to be
brought before the meeting was made in accordance with the procedures set forth
in this ByLaw and, if any proposed nomination or business is not in compliance
with this ByLaw, to declare that such defective nomination shall be disregard or
that such proposed business shall not be transacted.

              (2) For purposes of this ByLaw, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.

              (3) For purposes of this ByLaw, no adjournment nor notice of
adjournment of any meeting shall be deemed to constitute a new notice of such
meeting for purposes of this Section 11, and in order for any notification
required to be delivered by a stockholder pursuant to this Section 11 to be
timely, such notification must be delivered within the periods set forth above
with respect to the originally scheduled meeting.

              (4) Notwithstanding the foregoing provisions of this ByLaw, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this ByLaw. Nothing in this ByLaw shall be deemed to affect any rights
of stockholders to request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act.

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                                   ARTICLE IV
                                    DIRECTORS

              SECTION 1. The property and business of the Corporation shall be
managed by its Board of Directors, the members of which need not be
stockholders.

              SECTION 2. The Board of Directors of the Corporation shall consist
of such number of directors, not less than three, as shall from time to time be
fixed exclusively by resolution of the Board of Directors. The directors shall
be divided into three classes in the manner set forth in the Certificate of
Incorporation of the Corporation, each class to be elected for the term set
forth therein. Directors shall (except as hereinafter provided for the filling
of vacancies and newly created directorships) be elected by the holders of a
plurality of the voting power present in person or represented by proxy and
entitled to vote.

              SECTION 3. Each director shall be elected to serve until his
successor shall be elected and shall qualify by evidence of acceptance of such
office and such acceptance shall be presumed in the absence of express rejection
thereof by the person elected within ten days after his knowledge of election. A
person who has passed his 64th birthday and who has not theretofore served as a
director of the Corporation shall not be eligible to be elected a director,
whether pursuant to this Section 3 or to Section 6, of this Article. A person
who has passed his 70th birthday shall not in any event be eligible for
reelection for continued service as a director of the Corporation, irrespective
of prior service as a director of the Corporation. A person who has retired as
an employee shall not in any event be eligible for election or reelection to the
Board or be qualified for continued service as a Director of the Corporation
irrespective of prior service as a Director of the Corporation. For purposes of
this Section, any service as a director of Oryx Energy Company prior to the
Corporation's merger with Oryx Energy Company shall be deemed to be prior
service as a director of the Corporation. Any failure of any director to meet
the qualifications for service as a director set forth in these ByLaws, or
otherwise under law, shall result in the termination of the term of such
director.

              SECTION 4. The directors may hold their meetings, have one or more
offices and keep the books of the Corporation in the City of Oklahoma City,
Oklahoma, or at such other places as they may from time to time determine and
designate.

              SECTION 5. The members of the Board of Directors or any committee
thereof may participate in a meeting of such Board or committee, as the case may
be, by means of conference telephone or other communications equipment by means
of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this subsection shall constitute presence
in person at such a meeting.

              SECTION 6. Vacancies in the Board of Directors, however
occasioned, and newly created directorships resulting from any increase in the
authorized number of directors, may be filled only by a majority of the
remaining directors then in office though less than a quorum and the accepting
directors so chosen shall hold office for a term as set forth in the Certificate
of Incorporation of the Corporation and until a successor or successors have
been duly elected and qualified unless sooner displaced.

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              SECTION 7. Notwithstanding the foregoing, whenever the holders of
any one or more series of Preferred Stock issued by the Corporation shall have
the right, voting separately by series, to elect directors at an annual or
special meeting of stockholders, the election, term of office, removal, filling
of vacancies and other features of such directorships shall be governed by the
terms of the Amended and Restated Certificate of Incorporation applicable
thereto, and such directors so elected shall not be divided into classes
pursuant to Article SEVENTH of the Amended and Restated Certificate of
Incorporation unless expressly provided by such terms. The number of directors
that may be elected by the holders of any such series of Preferred Stock shall
be in addition to the number fixed by or pursuant to the ByLaws. Except as
otherwise expressly provided in the terms of such series, the number of
directors that may be so elected by the holders of any such series of stock
shall be elected for terms expiring at the next annual meeting of stockholders
and without regard to the classification of the members of the Board of
Directors as set forth in Section 2 hereof, and vacancies among directors so
elected by the separate vote of the holders of any such series of Preferred
Stock shall be filled by the affirmative vote of a majority of the remaining
directors elected by such series, or, if there are no such remaining directors,
by the holders of such series in the same manner in which such series initially
elected a director.

              SECTION 8. Subject to provisions of pertinent law and the
Certificate of Incorporation, dividends, if any, declared respecting any class
of shares of the Corporation's capital stock may be declared by the Board of
Directors at any regular meeting thereof and despite any provision of the ByLaws
to the contrary at any special meeting thereof, whether or not consideration or
action respecting dividends be stated in the notice thereof; and dividends may
be paid in cash or, if the declaration thereof so provides, in property,
including shares of the Corporation. There may be set aside out of any funds of
the Corporation available for dividends such sum or sums as the Board of
Directors from time to time, in its absolute discretion, deems proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for repair
or maintaining any property of the Corporation, or for such other purpose as the
Board of Directors shall deem conducive to the interest of the Corporation, and
the Board of Directors may abolish any reserve in the manner in which it was
created.

              SECTION 9. The Board of Directors shall have power to close the
stock transfer books of the Corporation for a period not exceeding sixty days
preceding the date of any meeting of stockholders or the date for payment of any
dividend or the date for the allotment of rights or the date when any change or
conversion or exchange of capital stock shall go into effect or for any other
purpose; provided, however, that in lieu of closing the stock transfer books, as
aforesaid, the Board of Directors may fix in advance a date not exceeding sixty
days preceding the date of any meeting of stockholders or the date for the
payment of any dividend, or the date for the allotment of rights, or the date
when any change or conversion or exchange of capital stock shall go into effect,
or a date for such other purpose, as a record date for the determination of the
stockholders entitled to notice of, and to vote at, any such meeting or entitled
to receive payment of any such dividend, or to any such allotment of rights, or
to exercise the rights in respect of any such change, conversion or exchange of
capital stock, or for such other purpose, and in such case only such
stockholders as shall be stockholders of record on the date so fixed shall be
entitled to such notice of, and to vote at, such meeting and any adjournment,
thereof, or to receive such allotment of rights, or to exercise such rights or
to be considered as stockholders for such other purpose, as the case


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may be, notwithstanding any transfer of any stock on the books of the
Corporation after any such record date fixed as aforesaid.

              SECTION 10. In addition to the powers and authorities by these
ByLaws expressly conferred upon it, the Board of Directors may exercise all such
powers of the Corporation and do all such lawful acts and things as are not by
statute or by the Certificate of Incorporation or by these ByLaws directed or
required to be exercised or done by the stockholders.

              SECTION 11. Any action required or permitted to be taken at any
meeting of the Board of Directors may be taken without a meeting if prior to
such action a written consent thereto is signed by all members of the Board and
such written consent is filed with the minutes of proceedings of the Board.

                                    ARTICLE V
                                   COMMITTEES

              SECTION 1. The Board of Directors may appoint an Executive
Committee of two or more directors, which shall consist of the Chief Executive
Officer and such other director or directors as shall be designated by
resolution adopted by the Board of Directors. Such Committee shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation while the Board of
Directors is not in session except that it shall not have power or authority in
reference to (1) amending the Certificate of Incorporation, (2) adopting an
agreement of merger or consolidation under Section 251 or 252 of the Delaware
General Corporation Law, (3) recommending to the stockholders the sale, lease or
exchange of all or substantially all of the Corporation's property and assets,
(4) recommending to the stockholders dissolution of the Corporation or
revocation of a dissolution, or (5) amending the ByLaws; nor shall it have any
power or authority which the Board of Directors has by resolution withheld from
it. Vacancies in the membership of the Committee shall be filled by the Board of
Directors at a regular meeting or a special meeting called for that purpose.

              SECTION 2. The Committees of the Board shall be governed by
Subsection (2) of Section 141(c) of the Delaware General Corporation Law which
provides for the designation of committees of the Corporation's Board of
Directors and the permissible functions of such committees.

              SECTION 3. The Board of Directors by resolution or resolutions
adopted by a majority of the Board of Directors may designate other committees,
each committee to consist of two or more directors of the Corporation and to
exercise such powers and duties and to have such name as may be designated by
resolution adopted by the Board of Directors.

              SECTION 4. Each committee of the Board of Directors may meet at
such stated times and/or upon call with such notice as said committee may by
resolution provide from time to time. At all meetings of each committee, a
majority of members thereof shall be necessary and sufficient to constitute a
quorum for the transaction of business, and the act of a


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majority of the members present at any meeting at which there is a quorum shall
be the act of the committee.

              SECTION 5. Committees of the Board of Directors shall keep regular
minutes of their proceedings. Any action required or permitted to be taken at
any meeting of the Committee may be taken without a meeting if prior to such
action a written consent thereto is signed by all members of the Committee and
such written consent is filed with the minutes of proceedings of the Committee.

                                   ARTICLE VI
                            COMPENSATION OF DIRECTORS

              SECTION 1. Directors may, pursuant to resolution of the Board of
Directors, be paid a stated sum with respect to each regular and special meeting
of the Board of Directors and be allowed their expenses of attendance, if any,
for attending each meeting of the Board of Directors. Directors who are not
full-time employees of the Corporation may be paid such additional compensation
for their services as directors as may from time to time be fixed by resolution
of the Board of Directors. Nothing herein contained shall be construed to
preclude any Director from serving the Corporation in any other capacity and
receiving compensation therefor.

              SECTION 2. Members of the Executive Committee and members of other
committees of the Board of Directors who are not full-time employees of the
Corporation may, pursuant to resolution of the Board of Directors, be paid a
stated sum for attending meetings of such committees. All members of committees
of the Board of Directors may, pursuant to resolution of the Board of Directors,
be allowed their expenses of attendance, if any, for attending meetings of such
committees.

                                   ARTICLE VII
                       MEETINGS OF THE BOARD OF DIRECTORS

              SECTION 1. Annual meetings of the Board of Directors shall be held
at such place within or without the State of Delaware as soon as practicable
following the election of new directors at the annual meeting of the
stockholders.

              SECTION 2. Regular meetings of the Board of Directors may be held
at such time and place, within or without the State of Delaware as shall from
time to time be determined by the Board of Directors. After there has been such
determination and notice thereof has been once given to each member of the Board
of Directors, regular meetings may be held without any further notice being
given.

              SECTION 3. Special meetings of the Board of Directors may be
called by the Chief Executive Officer on twenty-four hour's notice to each
director, either personally or by mail, by telegram, or by other means permitted
by applicable law; special meetings shall be called by the Chief Executive
Officer or Secretary in like manner and on like notice on the written request of
a majority of the directors.

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              SECTION 4. At all meetings of the Board of Directors, a majority
of the directors shall be necessary and sufficient to constitute a quorum for
the transaction of business, and the act of a majority of the directors present
at any meeting at which there is a quorum shall be the act of the Board of
Directors, except as may be otherwise specifically provided by statute or by the
Certificate of Incorporation or by these ByLaws. If a quorum shall not be
present at any meeting of the Board of Directors, the directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

                                  ARTICLE VII-A
                           WAR AND NATIONAL EMERGENCY

              SECTION 1. The emergency bylaws provided in this Article VII-A
shall be operative during any emergency resulting from an attack on the United
States, or during any nuclear or atomic disaster, or during the existence of any
catastrophe, or other similar emergency condition, as a result of which a quorum
of the Board of Directors cannot readily be convened for action. To the extent
not inconsistent with these emergency bylaws, the ByLaws of the Corporation
shall remain in effect during any emergency and upon its termination these
emergency bylaws shall cease to be operative.

              SECTION 2. During any such emergency a meeting of the Board of
Directors may be called by any officer or director by giving two days' notice
thereof to such of the directors as it may be feasible to reach at the time and
by such means as may be feasible at the time. The notice shall specify the time
and the place of the meeting, which shall be the head office of the Corporation
or any other place specified in the notice. At any such meeting three members of
the then existing Board of Directors shall constitute a quorum, which may act by
majority vote.

              SECTION 3. If the number of directors who are available to act
shall drop below three, additional directors, in whatever number is necessary to
constitute a Board of three Directors, shall be selected automatically from the
first available officers or employees in the order provided in the emergency
succession list established by the Board of Directors and in effect at the time
an emergency arises. Additional directors, beyond the minimum number of three
directors, but not more than three additional directors, may be elected from any
officers or employees on the emergency succession list.

              SECTION 4. The Board of Directors is empowered with the maximum
authority possible under the Delaware Corporation Law, and all other applicable
law, to conduct the interim management of the affairs of the Corporation in an
emergency in what it considers to be in the best interests of the Corporation
(including the right to amend this Article) irrespective of the provisions of
the Certificate of Incorporation or of the ByLaws.

                                  ARTICLE VIII
                                    OFFICERS

              SECTION 1. The officers of the Corporation shall be chosen by the
Board of Directors, shall include a Chief Executive Officer, and may include a
President, a Chairman of


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the Board (who shall be selected from the directors then serving), one or more
Vice Chairmen of the Board (who shall be selected from the directors then
serving), one or more Executive Vice Presidents, Senior Vice Presidents, and
Vice Presidents, respectively, a General Counsel, a Secretary, one or more
Assistant Secretaries, a Treasurer, one or more Assistant Treasurers, and a
Controller. Any number of offices may be held by the same person, but if an
instrument is required by law to be executed, acknowledged or verified by two or
more officers, no officer shall execute, acknowledge or verify such instrument
in more than one capacity for such purpose.

              SECTION 2. Without limiting the right of the Board of Directors to
choose officers of the Corporation at any time when vacancies occur or when the
number of officers is increased, the Board of Directors at the first meeting
after each annual meeting of stockholders shall choose a Chief Executive
Officer, a President and such other officers as shall be designated at such
time, including, if so designated, a Chairman of the Board, one or more Vice
Chairmen of the Board, Executive Vice Presidents, Senior Vice Presidents and
Vice Presidents, respectively, a General Counsel, a Secretary, one or more
Assistant Secretaries, a Treasurer, one or more Assistant Treasurers, and a
Controller. None of said officers, except the Chairman of the Board, and Vice
Chairmen of the Board, need be members of the Board.

              SECTION 3. The Board of Directors may choose such other officers
and agents as it shall deem necessary or advisable, who shall hold their offices
for such terms and shall exercise such powers and perform such duties as shall
be determined from time to time by the Board of Directors, or, in the absence of
exact specification or limitation thereof by the Board of Directors, as the
Chief Executive Officer may determine from time to time. Subject to the below
provisions, each of the officers of the Corporation elected by the Board of
Directors or appointed by an officer in accordance with these ByLaws shall have
the powers and duties prescribed by law, by the ByLaws or by the Board of
Directors and, in the case of appointed officers, the powers and duties
prescribed by the appointing officer, and, unless otherwise prescribed by the
ByLaws or by the Board of Directors or such appointing officer, shall have such
further powers and duties as ordinarily pertain to that office.

              SECTION 4. The salaries of all officers of the Corporation and of
its wholly owned subsidiaries, other than his own salary, shall be determined by
the Chief Executive Officer but shall be reviewed from time to time by an
Executive Compensation Committee appointed by the Board of Directors from among
its members. The Executive Compensation Committee shall recommend to the Board
of Directors such changes in the officers' salaries as fixed by the Chief
Executive Officer as it may deem appropriate and the Board of Directors shall
instruct the Chief Executive Officer to implement those of the recommended
changes which it approves. The salary of the Chief Executive Officer shall be
determined by the Board of Directors.

              SECTION 5. The officers of the Corporation shall hold office until
their successors are chosen and qualify in their stead. Any officer elected or
appointed by the Board of Directors may be removed at any time with or without
cause by the affirmative vote of a majority of the whole Board of Directors.


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                                   ARTICLE IX
                              CHAIRMAN OF THE BOARD

              SECTION 1. The Chairman of the Board shall do and perform such
duties as may from time to time be assigned to him by the Board of Directors or
the Chief Executive Officer.

                                    ARTICLE X
                             CHIEF EXECUTIVE OFFICER

              SECTION 1. The Chief Executive Officer shall preside at all
meetings of the stockholders and of the Board of Directors, and shall be a
member, ex officio, of all committees, except the Audit, Stock Option,
Nominating and Executive Compensation committees. The Chief Executive Officer
shall have general and active management of the business of the Corporation, and
shall see that all orders and resolutions of the Board of Directors and of the
committees thereof are carried into effect.

              SECTION 2. The Chief Executive Officer shall have authority, which
he may delegate, to execute certificates of stock, bonds, deeds, powers of
attorney, mortgages and other contracts, under the seal of the Corporation,
unless required by law to be otherwise signed and executed and unless the
signing and execution thereof shall be expressly and exclusively delegated by
the Board of Directors to some other officer or agent of the Corporation.

                                   ARTICLE XI
                           VICE CHAIRMAN OF THE BOARD

              SECTION 1. In the absence of the Chief Executive Officer, the Vice
Chairman (or, if there exists more than one Vice Chairman, the Vice Chairman
designated by the Board of Directors) shall serve as the Chief Executive Officer
of the Corporation. The Vice Chairmen of the Board shall advise and counsel with
the Chief Executive Officer and with other officers of the Corporation, and each
shall do and perform such other duties as may from time to time be assigned to
him by the Board of Directors or the Chief Executive Officer.

              SECTION 2. Any Vice Chairman of the Board, to the extent delegated
by the Chief Executive Officer or the Board of Directors, may execute
certificates of stock, bonds, deeds, powers of attorney, mortgages and other
contracts under the seal of the Corporation, unless required by law to be
otherwise signed and executed and unless the signing and execution thereof be
expressly delegated by the Board of Directors to some other officer or agent of
the Corporation.

                                   ARTICLE XII
                                    PRESIDENT

              SECTION 1. The President, if one is elected, may be the chief
operating officer of the Corporation.

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<PAGE>   12
              SECTION 2. The President shall have the authority, which he may
delegate, to execute certificates of stock, bonds, deeds, powers of attorney,
mortgages and other contracts, under the seal of the Corporation, unless
required by law to be otherwise signed and executed and unless the signing and
execution thereof shall be expressly and exclusively delegated by the Board of
Directors or the Chief Executive Officer to some other officer or agent of the
Corporation.

                                  ARTICLE XIII
                                 VICE PRESIDENTS

              SECTION 1. There may be one or more Executive Vice Presidents, one
or more Senior Vice Presidents, and such other Vice Presidents, with or without
other such special designations, as may be elected by the Board of Directors
from time to time.

              SECTION 2. The Executive Vice Presidents and each of the Vice
Presidents shall have the authority to sign certificates of stock, bonds, deeds,
mortgages and other contracts, unless required by law to be otherwise signed and
executed and unless the signing and execution thereof shall be expressly and
exclusively delegated by the Board of Directors or the Chief Executive Officer
to some other officer or agent of the Corporation, and perform such duties and
exercise such powers as the Board of Directors or the Chief Executive Officer
shall prescribe.

                                   ARTICLE XIV
                                    SECRETARY

              SECTION 1. The Secretary shall attend all sessions of the Board of
Directors and all meetings of the stockholders and record all votes and the
minutes of all proceedings in a book to be kept for that purpose; and shall
perform like duties for all committees of the Board of Directors when required.
He shall give, or cause to be given, all required notices of all meetings of the
stockholders and of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or the Chief Executive Officer,
under whose supervision he shall be. He shall be responsible for keeping in safe
custody the seal of the Corporation, and when such is proper, he shall affix the
same to any instrument requiring it, and when so affixed, it shall be attested
by his signature or by the signature of an Assistant Secretary.

              SECTION 2. The Assistant Secretaries in the absence or disability
of the Secretary shall perform and exercise the powers of the Secretary and
shall perform such further duties as may be prescribed by the Secretary, the
Board of Directors or the Chief Executive Officer.

                                   ARTICLE XV
                                    TREASURER

              SECTION 1. The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all monies
and other valuable effects in the


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<PAGE>   13
name and to the credit of the Corporation, in such depositories as may be
designated by the Board of Directors or the Chief Executive Officer.

              SECTION 2. The Treasurer shall: (a) endorse or cause to be
endorsed in the name of the Corporation for collection the bills, notes, checks
or other negotiable instruments received by the Corporation, (b) sign or cause
to be signed all bills, notes, checks or other negotiable instruments issued by
the Corporation and (c) pay out or cause to be paid out money, as the
Corporation may require, taking proper vouchers therefor; provided, however,
that the Board of Directors and the Chief Executive Officer may by resolution
delegate, with or without power to re-delegate, any and all of the foregoing
duties of the Treasurer to other officers, employees or agents of the
Corporation, and to provide that other officers, employees and agents shall have
power to sign bills, notes, checks, vouchers, orders, or other instruments on
behalf of the Corporation. The Treasurer shall render to the Chief Executive
Officer and to the Board of Directors, whenever they may require it, an account
of his transactions as Treasurer.

              SECTION 3. The Treasurer shall give the Corporation a bond if
required by the Board of Directors in a sum, and with one or more sureties
satisfactory to the Board, for the faithful performance of the duties of his
office and for the restoration of the Corporation, in case of his death,
resignation, retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in his possession or under his control
belonging to the Corporation.

              SECTION 4. The Assistant Treasurers in the absence or disability
of the Treasurer shall perform and exercise the powers of the Treasurer and
shall perform such further duties as may be prescribed by the Treasurer, the
Board of Directors or the Chief Executive Officer.

                                   ARTICLE XVI
                                   CONTROLLER

              SECTION 1. The Controller shall have charge of the Corporation's
books of account, records and auditing, and shall be subject in all matters to
the control of the Board of Directors and the Chief Executive Officer.

                                  ARTICLE XVII
                 VACANCIES AND DELEGATION OF DUTIES OF OFFICERS

              SECTION 1. If the office of any officer or agent, one or more,
becomes vacant by reason of death, resignation, retirement, disqualification,
removal from office, or otherwise, the Board of Directors may choose a successor
or successors, who shall, unless the Board of Directors otherwise specifies,
hold office for the unexpired term in respect of which such vacancy occurred, or
until his successor shall be elected.

              SECTION 2. In case of the absence of any officer of the
Corporation, or for any other reason that the Board of Directors may deem
sufficient, the Board of Directors may


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<PAGE>   14
delegate, for the time being, the powers or duties, or any of them, of such
officer to any other officers and/or directors; provided a majority of the
entire Board of Directors concurs therein.

                                  ARTICLE XVIII
                             STOCK AND STOCKHOLDERS

              SECTION 1. The shares of stock of the Corporation shall be
represented by certificates, provided that the Board of Directors may provide by
resolution or resolutions that some or all of any or all classes or series of
the Corporation's stock shall be uncertificated shares. Any such resolution
shall not apply to shares represented by a certificate until such certificate is
surrendered to the Corporation. Notwithstanding the adoption of such a
resolution by the Board of Directors, every holder of stock represented by
certificates and upon request every holder of uncertificated shares shall be
entitled to have a certificate as provided in Article XVIII, Section 2 of these
ByLaws, or as otherwise permitted by law, representing the number of shares
registered in certificate form.

              SECTION 2. The certificates of stock of the Corporation shall be
numbered and shall be entered in the books of the Corporation as they are
issued. They shall exhibit the holder's name and number of shares and shall be
signed by the Chairman of the Board, Chief Executive Officer, Vice Chairman of
the Board, President or a Vice President, and the Secretary or an Assistant
Secretary. Any and all signatures on a stock certificate may be a facsimile.

              SECTION 3. Upon surrender to the Corporation of a certificate for
shares duly endorsed or accompanied by proper evidence of succession, assignment
or authority to transfer, the Corporation will issue a new certificate to the
person entitled thereto, cancel the old certificate and record the transaction
upon its books. Transfers of uncertificated shares will be made on the records
of the Corporation as may be provided by law.

              SECTION 4. The Corporation shall be entitled to treat the holder
of record of any share or shares of stock 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 expressly provided by
the laws of Delaware.

              SECTION 5. A new certificate of stock of the Corporation may be
issued in place of any certificate theretofore issued by the Corporation and
alleged to have been lost, stolen or destroyed.

              The Board of Directors may from time to time prescribe the terms
and conditions under which such new certificates may be issued. Among other
things, the Board of Directors may require that the owner of the allegedly lost,
stolen or destroyed certificate, or his legal representatives, submit proper
evidence in writing and under oath that the alleged loss, theft, or destruction
actually occurred, and may require that such owner or representatives give the
Corporation a bond, satisfactory to the Corporation as to form and security,
sufficient to indemnify the Corporation against any claim that may be made
against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of any such new certificate. A new certificate may
be issued without requiring any bond when, in the


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<PAGE>   15
judgment of the Board of Directors or of any officer of the Corporation to whom
the Board of Directors may delegate appropriate authority, it is proper to waive
the bond requirement.

                                   ARTICLE XIX
                   INSPECTION OF BOOKS, CHECKS AND FISCAL YEAR

              SECTION 1. The Board of Directors shall determine from time to
time whether, and, if allowed, when and under what conditions and regulations
the accounts and books of the Corporation (except such as may by statute be
specifically open to inspection), or any of them, shall be open to the
inspection of the stockholders, and the stockholders' rights in this respect are
and shall be restricted and limited accordingly.

              SECTION 2. Checks or demands for money and notes of the
Corporation may be signed by such officer or officers or such person or persons
other than those herein authorized and in such manner as the Board of Directors
or the Chief Executive Officer may from time to time provide.

              SECTION 3. The fiscal year shall begin the first day in January of
each year and end the following December 31.

                                   ARTICLE XX
                           DIRECTORS' ANNUAL STATEMENT

              SECTION 1. The Board of Directors shall present at each annual
meeting a full and clear statement of the business and condition of the
Corporation.

                                   ARTICLE XXI
                                     NOTICES

              SECTION 1. Whenever under the provisions of the Certificate of
Incorporation or of these ByLaws notice (which as herein used shall include also
annual reports, proxy statements and solicitations and other communications to
holders of the Corporation's securities) is required to be, or may be, given to
any director, officer, stockholder or other person, it may, unless legally
controlling provisions prohibit the same, be given in writing, by mail, by
depositing the same in any U.S. post office or letter-box, in a postpaid sealed
wrapper addressed to such person to whom the notice may be, or is required to be
given, at such address as appears on the books of the Corporation, and all
notices given in accordance with the provisions of this Article shall be deemed
to be given at the time when the same is deposited in the mail. In addition, the
Corporation may give notice by electronic transmission pursuant to Title 8,
Section 232 of the Delaware Code, or its successor.

              SECTION 2. Should a person who is a stockholder own shares
evidenced by more than one stock certificate, nevertheless only one notice (when
any is required to be, or may be, given to holders of shares of any or all
classes) shall be, in the sole discretion of the Corporation, required to be
mailed and if different addresses as to such person are recorded on the
Corporation's stock ledger the notice may be mailed to the address that appears
to have been given latest in time unless the stockholders shall have expressly
directed otherwise in


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<PAGE>   16
writing to the Secretary of the Corporation, nor shall variations in the
designation of the name or identity of any one stockholder require the mailing
of more than one notice to any one stockholder, which may be mailed to any one
of the names or designations that may so appear in the Corporation's stock
ledger with respect to such stockholder; and, at the sole discretion of the
Corporation, the distribution of dividend payments may be, unless a stockholder
shall expressly request multiple distributions strictly in accordance with the
stock ledger record of his multiple ownerships, handled in accordance with or so
as not to be repugnant to the purpose of the above provisions, which is to avoid
the expenditure by the Corporation of effort, time and expense in such matters
that might have been avoided had the recording of a stockholder's name and/or
address incident to his multiple record ownership of shares been effected
accurately, uniformly and consistently.

              SECTION 3. Any stockholder, director or officer may waive in
writing or otherwise any notice required to be given under the provisions of
pertinent statutes or of the Certificate of Incorporation or of these ByLaws. A
waiver of notice in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent to such notice.

                                  ARTICLE XXII
                                 INDEMNIFICATION

              SECTION 1. The Corporation shall, to the full extent permitted by
the Laws of the State of Delaware as then in effect or, if less stringent, in
effect on December 31, 1985 ("Delaware Law"), indemnify any person (the
"Indemnitee") made or threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative and whether or not by or in the right of the Corporation, by
reason of the fact that the Indemnitee is or was a director, officer or employee
of the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee, trustee, partner, or other agent of any other
enterprise or legal person (any such action, suit or proceeding being herein
referred to as a "Legal Action") against all expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the Indemnitee in connection with such Legal Action or its
investigation, defense or appeal (herein called "Indemnified Expenses"), if the
Indemnitee has met the standard of conduct necessary under Delaware Law to
permit such indemnification. Rights to indemnification shall extend to the
heirs, beneficiaries, administrators and executors of any deceased Indemnitee.

              For purposes of this Section, reference to "any other enterprise
or legal person" shall include employee benefit plans; references to "fines"
shall include any excise taxes assessed on a person with respect to an employee
benefit plan; and references to "serving at the request of the Corporation"
shall include any service as a director, officer, employee or agent of the
Corporation which imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to an employee benefit plan, its
participants, or beneficiaries.

              The Indemnified Expenses shall be paid by the Corporation in
advance as shall be appropriate to permit Indemnitee to defray such expenses
currently as incurred, provided the Indemnitee agrees in writing that in the
event it shall ultimately be determined as provided


                                       16
<PAGE>   17
hereunder that Indemnitee was not entitled to be indemnified, then Indemnitee
shall promptly repay to the Corporation such amounts so paid. The prepayment of
expenses as provided for in this Section 1 shall be authorized by the Board of
Directors in the specific case unless the Board of Directors receives within
thirty (30) days of the Indemnitee's request for indemnification an opinion of
counsel selected in the manner provided for in Section 2 of this Article XXII
that there is no reasonable basis for a belief that the Indemnitee's conduct met
the requisite standard of conduct. The fees of such counsel and all related
expenses shall, in all cases, be paid by the Corporation.

              SECTION 2. The determination of whether Indemnitee has met the
standard of conduct required to permit indemnification under this ByLaw shall in
the first instance be submitted to the Board of Directors of the Corporation. If
the Board by a majority vote of a quorum consisting of directors who were not
parties to such Legal Action determines Indemnitee has met the required standard
of conduct such determination shall be conclusive; but if such affirmative
majority vote is not given, then the matter shall be referred to independent
legal counsel for determination. Such outside counsel shall be selected by
agreement of the Board of Directors and Indemnitee or, if they are unable to
agree, then by lot from among those New York City law firms which (i) have more
than 100 attorneys, (ii) have a substantial practice in the corporate and
securities areas of law, (iii) have not performed any services for the
Corporation or any of its subsidiaries or affiliates for at least five (5) years
and (iv) have a rating of "av" in the then current Martindale-Hubbell Law
Directory. The fees and expenses of counsel in connection with making this
determination shall be paid by the Corporation.

              Notwithstanding the foregoing, if dissatisfied with the
determination so made by counsel, Indemnitee may within two (2) years
thereafter, petition any court of competent jurisdiction to determine whether
Indemnitee is entitled to indemnification under the provisions hereof and such
court shall thereupon have the exclusive authority to make such determination.
The Corporation shall pay all expenses (including attorneys' fees) actually
incurred by Indemnitee in connection with such judicial determination.

              The termination of any Legal Action by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the Indemnitee did not meet the
requisite standard of conduct; however, a successful defense of a Legal Action
by Indemnitee on the merits or otherwise shall conclusively establish Indemnitee
did meet such standard of conduct notwithstanding any previous determination to
the contrary under thin Section 2.

              SECTION 3. The indemnification and advance payment of expenses as
provided in this Article XXII shall not be deemed exclusive of any other rights
to which Indemnitee may be entitled under any provision of law, the Certificate
of Incorporation, any ByLaw or otherwise.

              SECTION 4. If any provision of this Article XXII shall be held to
be invalid, illegal or unenforceable for any reason whatsoever, the validity,
legality and enforceability of the remaining provisions of this Article XXII
shall not in any way be affected or impaired thereby.

                                       17
<PAGE>   18
              SECTION 5. Any amendment, repeal or modification of these ByLaws,
the Corporation's Certificate of Incorporation or any applicable provision of
Delaware Law, or any other instrument, which eliminates or diminishes the
indemnification rights provided for in this Article XXII shall be ineffective as
against an Indemnitee with respect to any Legal Action based upon actions taken
or not taken by the Indemnitee prior to such repeal or the adoption of such
modification or amendment. The provisions of this ByLaw shall be applicable to
all Legal Actions made or commenced after the adoption hereof, whether arising
from acts or omissions to act occurring before or after its adoption. The
provisions of this ByLaw shall be deemed to be a contract between the
Corporation and each director or officer who serves in such capacity at any time
while this ByLaw and the relevant provisions of Delaware Law and other
applicable law, if any, are in effect. If any provision of this ByLaw shall be
found to be invalid or limited in application by reason of any law or
regulation, it shall not affect the validity of the remaining provisions hereof.
The rights of indemnification provided in this ByLaw shall neither be exclusive
of, nor be deemed in limitation of, any rights to which an officer, director,
employee or agent may otherwise be entitled or permitted by contract, this
ByLaw, vote of stockholders or directors or otherwise, or as a matter of law,
both as to actions in such person's official capacity and actions in any other
capacity while holding such office, it being the policy of the Corporation that
indemnification of any person whom the Corporation is obligated to indemnify
pursuant to this ByLaw shall be made to the fullest extent permitted by law.

                                  ARTICLE XXIII
                                   AMENDMENTS

              SECTION 1. These ByLaws may be altered or amended or repealed, in
whole or in part: By the affirmative vote of the holders of a majority of the
stock issued and outstanding and entitled to a vote thereat, at any regular or
special meeting of the stockholders, or by the affirmative vote of a majority of
the Board of Directors in attendance at any regular or special meeting of the
Board of Directors; provided, however, that, notwithstanding any other
provisions of these ByLaws or any provision of law which might otherwise permit
a lesser vote of the stockholders, the affirmative vote of the holders of at
least 75 percent in voting power of all shares of the Corporation entitled to
vote generally in the election of directors, voting together as a single class,
shall be required in order for the stockholders to alter, amend or repeal
Section 8 and Section 11 of Article III, Sections 2 and 6 of Article IV or this
proviso to this Article XXIII of these ByLaws or to adopt any provision
inconsistent with any of such Sections or with this proviso.


                                   CERTIFICATE


I, the undersigned, _________________________________, (Assistant) Secretary of
KERR-MCGEE CORPORATION, a Delaware corporation, do hereby certify that the
foregoing is a full, true, and correct copy of the ByLaws of said Corporation in
effect on the date of this certificate.


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<PAGE>   19
Given under my hand and seal of the Corporation this ______ day of
_________________, _____.



                                                 -------------------------------
                                                 (Assistant) Secretary


(SEAL)



                                       19