Employee Stock Ownership Plan

AMENDMENT TO THE
EMPLOYEE STOCK OWNERSHIP PLAN
OF
AMERICAN EXPLORATION COMPANY


The Employee Stock Ownership Plan of American Exploration Company (the "Plan") is hereby amended, effective as of January 1, 1991, in the following particulars:


1. Section 2.31 of the Plan is amended to read in its entirety
as follows:


"2.31 "Shares" means the common stock issued by the Company
or any successor corporation thereto. To the extent the
Board of Directors so resolves, or if the Board of Directors
has not so resolved, and stock described in the first
sentence is not Qualifying Employer Securities, then
"Shares" shall also mean any stock that constitutes
Qualifying Employer Securities."


2. Article II of the Plan is amended by adding at the end
thereof the following new Section 2.42:


"2.42 "Qualifying Employer Securities"
means


(a) Common stock issued by the Company or by an
Affiliate which is readily tradable on an
established securities market. If there is no
such common stock, the term Qualifying Employer
Securities means common stock issued by the
Company or by an Affiliate having a combination of
voting power and dividend rights equal to or in
excess of that class of common stock of the
Company or Affiliate having the greatest voting
power and that class of common stock of the
Company or Affiliate having the greatest dividend
rights.


(b) Noncallable preferred ...