Shareholder Agreement

SHAREHOLDER AGREEMENT


THIS SHAREHOLDER AGREEMENT ("Agreement") is made and entered into as of June 24, 1997 by and among American Exploration Company, a Delaware corporation ("Alpha"), Louis Dreyfus Natural Gas Corp, an Oklahoma corporation ("Lima"), and Louis Dreyfus Natural Gas Holdings Corp. ("Shareholder") with reference to the following circumstances.


A. Alpha, Lima and Lima Acquisition, Inc., an Oklahoma corporation and wholly-owned subsidiary of Lima ("Merger Sub"), are entering into an Agreement and Plan of Reorganization, dated as of the date hereof (the "Reorganization Agreement"). Capitalized terms not defined in this Agreement have the meanings ascribed to them in the Reorganization Agreement.


B. The Reorganization Agreement provides, among other things, for the merger ("Merger"), upon the terms and subject to the conditions of the Reorganization Agreement, of Alpha with and into Merger Sub, with Merger Sub being the surviving corporation.


C. As of the date hereof, Shareholder owns of record and has the right to vote 20,000,000 shares of Lima Common Stock (the "Shares").


D. As a condition to the willingness of Alpha to enter into the Reorganization Agreement, Alpha has required that Shareholder agree, and in order to induce Alpha to enter into the Reorganization Agreement, Shareholder has agreed, to vote the Shares in accordance with the terms of this Agreement.


NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, the parties agree as follows:


ARTICLE I


REPRESENTATIONS, WARRANTIES AND COVENANTS OF SHAREHOLDER


1.1 Representations and Warranties. Shareholder represents and warrants to Alpha as follows:


(a) Title to Shares. Shareholder has good and marketable title to
the Shares, free and clear of all liens, claims, charges and encumbrances
and has full power and authority to exercise all voting rights in respect
thereof.


(b) Authority Relative to This Agreement.


(i) Shareholder is a corporation duly organized and validly
existing under the laws of the State of Delaware, has all necessary
power and authority to


execute and deliver this Agreement, to perform its obligations
hereunder and to consummate the transactions contemplated hereby.


(ii) This Agreement has been duly and validly executed and
delivered by Shareholder and, assuming the due authorization,
execution and delivery by Alpha and Lima, constitutes a legal, valid
and binding obligation of Shareholder, enforceable against
Shareholder in accordance with its terms.


(c) No Conflict.


(i) The execution and delivery of this Agreement by
Shareholder does not, and the performance of this Agreement by
Shareholder shall not, (A) conflict with or violate any law, rule,
regulation, order, judgment or decree applicable to Shareholder or
by which the Shares are bound or affected, (B) conflict with or
violate any term or provision of the certificate of incorporation or
by-laws of Shareholder or any note, bond, mortgage, indenture,
contract, agreement, lease, license, permit, franchise or other
instrument or obligation to which Shareholder is party or by which
Shareholder or the Shares are bound or affected, or (C) result in
any breach of or constitute a default (or an event that with notice
or lapse of time or both would become a default) under, or give to
others any rights of termination, amendment, acceleration or
cancellation of, or result in the creation of a lien or encumbrance
on any of the Shares pursuant to, any note, bond, mortgage,
indenture, contract, agreement, lease, license, permit, franchise or
other instrument or obligation to which Shareholder is party or by
which Shareholder or the shares are bound or affected, except in the
case of the foregoing, for any such conflicts, violations, breaches,
defaults or other occurrences which would not prevent or delay or
render invalid the performance by Shareholder of its obligations
under this Agreement.


(ii) The execution and delivery of this Agreement by
Shareholder does not, and the performance of this Agreement by
Shareholder shall not, require any consent, approval, authorization
or permit of, or filing with or notification to, any Governmental
Authority (as such term is defined in the Reorganization Agreement)
or third party except for applicable requirements, if any, of the
Securities Exchange Act of 1934.


1.2 Agreement to Vote. Shareholder will attend in person through its duly authorized representatives or by proxy any meeting of the shareholders of Lima to be held for the purpose of obtaining shareholder approval of the Merger and related matters and will vote all the Shares in favor of the Merger and each of the related matters recommended by the Boar ...