Cairn Energy USA Inc Watch

from S-3 ~10 pages Limited Liab. Co. Agrmt. of Louisiana Onshore

from S-3 ~5 pages Cert. of Formation of Louisiana Onshore Prop. Inc.

from S-3 ~10 pages Limited Liability Company Agreement

from S-3 1 page Cert. of Formation of Louisiana Onshore Prop. Inc.

from S-3 ~20 pages Bylaws of Cairn Energy USA, Inc.

from S-3 ~20 pages Cert. of Incorp. of Cairn Energy USA, Inc.

from S-3 ~20 pages Bylaws of the Meridian Resource Corporation

from S-3 1 page Certificate of Inc. of the Meridian Resource Corp.

from 10-K 1 page Amendment No. 1 to the Cairn Energy USA, Inc. Bylaws the Board of Directors of Cairn Energy USA, Inc., a Delaware Corporation (The "Corporation"), Amended as of January 10, 1996, the Cairn Energy USA, Inc. Bylaws in the Following Respects Only: Section 7.5 of the Bylaws Was Amended and Restated to Read in Its Entirely as Follows: Section 7.5. Advance of Expenses. Expenses Incurred in Defending a Civil or Criminal Action, Suit or Proceeding Shall Be Paid by the Corporation on Behalf of a Director, Officer, Employee or Agent in Advance of the Final Disposition of Such Action, Suit or Proceeding as Authorized by the Board of Directors in the Specific Case Upon Receipt of an Undertaking by or on Behalf of the Director, Officer, Employee or Agent to Repay Such Amount Unless It Shall Ultimately Be Determined That Such Person Is Entitled to Be Indemnified by the Corporation as Authorized in This Article 7. the Foregoing Amendment to the Bylaws Was Effective as of January 10, 1996. Cairn Energy USA, Inc. By:/S/ Susan H. Rader Susan H. Rader, Secretary Corpdal:62435.1 15467-00006