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                                                                  EXHIBIT 10.1

                           INDEMNIFICATION AGREEMENT

         This Indemnification Agreement is entered into and effective as of the
3rd day of April, 2000 ("Agreement"), by and between PetroQuest Energy, Inc., a
Delaware corporation ("Company"), and E. Wayne Nordberg ("Indemnitee"):

         WHEREAS, highly competent persons have become more reluctant to serve
corporations as directors, executive officers or in other capacities unless
they are provided, with adequate protection through insurance or adequate
indemnification against inordinate risks of claims and actions against them
arising out of their service to, and activities on behalf of, the corporation;

         WHEREAS, the Board of Directors of the Company (the "Board") has
determined that, in order to attract and retain qualified individuals, the
Company will attempt to maintain on an ongoing basis, at its sole expense,
liability insurance to protect persons' serving the Company and its
subsidiaries from certain liabilities. Although the furnishing of such
insurance has been a customary and widespread practice among United
States-based corporations and other business enterprises, the Company believes
that, given current market conditions and trends, such insurance may be
available to it in the future only at higher premiums and with more exclusions.
At the same time, directors, officers and other persons in service to
corporations or business enterprises are being increasingly subjected to
expensive and time-consuming litigation relating to, among other things,
matters that traditionally would have been brought only against the corporation
or business enterprise itself;

         WHEREAS, the uncertainties relating to such insurance and to
indemnification have increased the difficulty of attracting and retaining such
persons;

         WHEREAS, the Board has determined that the increased difficulty in
attracting and retaining such persons is detrimental to the best interests of
the Company's stockholders and that the Company should act to assure such
persons that there will be increased certainty of such protection in the
future;

         WHEREAS, it is reasonable, prudent and necessary for the Company
contractually to obligate itself to indemnify such persons to the fullest
extent permitted by applicable law so that they will serve or continue to serve
the Company free from undue concern that they will not be so indemnified; and

         WHEREAS, indemnitee is willing to serve, continue to serve and to take
on additional service for or on behalf of the Company on the condition that he
be so indemnified;

         NOW, THEREFORE, in consideration of the premises and the covenants
contained herein, the Company and Indemnitee do hereby covenant and agree as
follows:



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         SECTION 1. Services by Indemnitee. Indemnitee agrees to serve as a
director/executive officer of the Company and, as mutually agreed by Indemnitee
and the Company, as a director, officer, employee, agent or fiduciary of other
corporations, partnerships, joint ventures, trusts or other enterprises
(including, without limitation, employee benefit plans). Indemnitee may at any
time and for any reason resign from any such position (subject to any other
contractual obligation or any obligation imposed by operation of law), in which
event the Company shall have no obligation under this Agreement to continue
Indemnitee in that position. This Agreement shall not be deemed an employment
contract between the Company (or any of its subsidiaries) and Indemnitee.
Indemnitee specifically acknowledges that Indemnitee's employment with the
Company (or any of its subsidiaries), if any, is at will, and the Indemnitee
may be discharged at any time for any reason, with or without cause, except as
may be otherwise provided in any written employment contract between Indemnitee
and the Company (or any of its subsidiaries), other applicable formal severance
policies duly adopted by the Board or, with respect to service as a director of
the Company, by the Company's Certificate of incorporation, Bylaws and the
General Corporation Law of the State of Delaware. Notwithstanding, the
foregoing, this Agreement shall continue in force after Indemnitee has ceased
to serve as an officer or director of the Company and no longer serves at the
request of the Company as a director, officer, employee or agent of the Company
or any subsidiary of the Company.

         SECTION 2. Indemnification--General. The Company shall indemnify, and
advance Expenses (as hereinafter defined) to, Indemnitee (a) as provided in
this Agreement and (b) to the fullest extent permitted by applicable law in
effect on the date hereof and as amended from time to time. The rights of
Indemnitee provided under the preceding sentence shall include, but shall not
be limited to, the rights set forth in the other Sections of this Agreement.

         SECTION 3. Proceedings Other than Proceedings by or in the Right of
the Company. Indemnitee shall be entitled to the rights of indemnification
provided in Section 2 and this Section 3 if, by reason of his Corporate Status
(as hereinafter defined), he is, or is threatened to be made, a party to or a
participant in any threatened, pending, or completed Proceeding (as hereinafter
defined), other than a Proceeding by or in the right of the Company. Pursuant
to this Section 3, the Company shall indemnify Indemnitee against, and shall
hold Indemnitee harmless from and in respect of, all Expenses, judgments,
penalties, fines (including excise taxes) and amounts paid in settlement
(including all interest, assessments and other charges paid or payable in
connection with or in respect of such Expenses, judgments, fines, penalties or
amounts paid in settlement) actually and reasonably incurred by him or on his
behalf in connection with such Proceeding or any claim, issue or matter
therein, if he acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the Company and, with respect to any
criminal Proceeding, had no reasonable cause to believe his conduct was
unlawful.

         SECTION 4. Proceedings by or in the Right of the Company. Indemnitee
shall be entitled to the rights of indemnification provided in Section 2 and
this Section 4 if, by reason of his Corporate Status, he is, or is threatened
to be made, a party to or a participant in any threatened, pending or completed
Proceeding brought by or in the right of the Company to procure a judgment in
its favor. Pursuant to this Section 4, the Company shall indemnify Indemnitee
against, and shall




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hold Indemnitee harmless from and in respect of, all Expenses actually and
reasonably incurred by him or on his behalf in connection with, and any amounts
paid in settlement of, such Proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Company. Notwithstanding the foregoing, no indemnification against such
Expenses shall be made in respect of any claim, issue or matter in such
Proceeding as to which Indemnitee shall have been adjudged to be liable to the
Company if applicable law prohibits such indemnification; provided, however, if
applicable law so permits, indemnification against such Expenses shall
nevertheless be made by the Company in such event if and only to the extent
that the Court of Chancery of the State of Delaware, or the court in which such
Proceeding shall have been brought or is pending, shall determine.

         SECTION 5. Indemnification for Expenses of a Party Who Is Wholly or
Partly Successful. Notwithstanding any other provision of this Agreement, to
the extent that Indemnitee is, by reason of his Corporate Status, a party to
(or a participant in) and is successful, on the merits or otherwise, in defense
of any Proceeding, he shall be indemnified against all Expenses actually and
reasonably incurred by him or on his behalf in connection therewith. If
Indemnitee is not wholly successful in defense of such Proceeding but is
successful, on the merits or otherwise, as to one or more but less than all
claims, issues or matters in such Proceeding, the Company shall indemnify
Indemnitee against all Expenses actually and reasonably incurred by him or on
his behalf in connection with each successfully resolved claim, issue or
matter. For purposes of this Section and without limitation, the termination of
any claim, issue or matter in such a Proceeding by dismissal, with or without
prejudice, shall be deemed to be a successful result as to such claim, issue or
matter.

         SECTION 6. Indemnification for Expenses as a Witness. Notwithstanding
any other provision of this Agreement, to the extent that Indemnitee is, by
reason of his Corporate Status, a witness in any Proceeding to which Indemnitee
is not a party, he shall be indemnified against all Expenses actually and
reasonably incurred by him or on his behalf in connection therewith.

         SECTION 7. Advancement of Expenses. The Company shall advance all
reasonable Expenses incurred by or on behalf of Indemnitee in connection with
any Proceeding within ten (10) days after the receipt by the Company of a
statement or statements from Indemnitee requesting such advance or advances
from time to time, whether prior to or after final disposition of such
Proceeding. Such statement or statements shall reasonably evidence the Expenses
incurred by Indemnitee and shall include or be preceded or accompanied by an
undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it
ultimately shall be determined, in accordance with this Agreement, that
Indemnitee is not entitled to be indemnified against such Expenses.

         SECTION 8. Procedure for Determination of Entitlement to
Indemnification.

         (a) To obtain indemnification under this Agreement, Indemnitee shall
submit to the Company a written request, including therein or therewith such
documentation and information as is reasonably available to Indemnitee and is
reasonably necessary to determine whether and to what extent Indemnitee is
entitled to indemnification. The Secretary of the Company shall, promptly upon
receipt of such a request for indemnification, advise the Board in writing that
Indemnitee has requested indemnification.



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         (b) On written request by Indemnitee for indemnification pursuant to
the first sentence of Section 8(a), a determination, if required by applicable
law, with respect to Indemnitee's entitlement thereto shall be made in the
specific case: (i) if a Change in Control (as hereinafter defined) shall have
occurred within two (2) years prior to the date of such written request, by
Independent Counsel (as hereinafter defined) in a written opinion to the Board,
a copy of which shall be delivered to Indemnitee; or (ii) if a Change of
Control shall not have occurred within two (2) years prior to the date of such
written request, (A) by a majority vote of the Disinterested Directors (as
hereinafter defined), even though less than a quorum of the Board, or (B) if
there are no such Disinterested Directors, or if such Disinterested Directors
so direct, by Independent Counsel in a written opinion to the Board, a copy of
which shall be delivered to Indemnitee; and, if it is so determined that
Indemnitee is entitled to indemnification, payment to Indemnitee shall be made
within ten (10) days after such determination. Indemnitee shall cooperate with
the person, persons or entity making such determination with respect to
Indemnitee's entitlement to indemnification, including providing to such
person, persons or entity on reasonable advance request any documentation or
information which is not privileged or otherwise protected from disclosure and
which is reasonably available to Indemnitee and reasonably necessary to such
determination. Any costs or expenses (including attorneys' fees and
disbursements) incurred by Indemnitee in so cooperating with the person,
persons or entity making such determination shall be borne by the Company
(irrespective of the determination as to Indemnitee's entitlement to
indemnification) and the Company hereby indemnifies and agrees to hold
Indemnitee harmless therefrom.

         (c) In the event the determination of entitlement to indemnification
is to be made by Independent Counsel pursuant to Section 8(b), the Independent
Counsel shall be selected as provided in this Section 8(c). If a Change of
Control shall not have occurred within two (2) years prior to the date of
Indemnitee's written request for indemnification pursuant to Section 8(a), the
Independent Counsel shall be selected by the Board, and the Company shall give
written notice to Indemnitee advising him of the identity of the Independent
Counsel so selected. If a Change of Control shall have occurred within two (2)
years prior to the date of Indemnitee's written request for indemnification
pursuant to Section 8(a), the Independent Counsel shall be selected by
Indemnitee (unless Indemnitee shall request that such selection be made by the
Board, in which event the preceding sentence shall apply), and Indemnitee shall
give written notice to the Company advising it of the identity of the
Independent Counsel so selected in either event, Indemnitee or the Company, as
the case may be, may, within ten (10) days after such written notice of
selection shall have been given, deliver to the Company or to Indemnitee, as
the case may be, a written objection to such selection. Such objection may be
asserted only on the ground that the Independent Counsel so selected does not
meet the requirements of "Independent Counsel" as defined in section 17, and
the objection shall set forth with particularity the factual basis of such
assertion. If such written objection is so made and substantiated, the
Independent Counsel so selected may not serve as Independent Counsel unless and
until such objection is withdrawn or a court has determined that such objection
is without merit. If, within twenty (20) days after submission by Indemnitee of
a written request for indemnification pursuant to Section 8(a), no Independent
Counsel shall have been selected and not objected to, either the Company or
Indemnitee may petition the Court of Chancery or other court of competent
jurisdiction for resolution of any objection which shall have been made by the
Company or Indemnitee to the other's selection of Independent Counsel and/or
for the appointment as Independent Counsel of a person selected by the
petitioned court or by such other




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person as the petitioned court shall designate, and the person with respect to
whom all objections are so resolved or the person so appointed shall act as
Independent Counsel under Section 8(b). The Company shall pay any and all
reasonable fees and expenses of Independent Counsel incurred by such
Independent Counsel in connection with acting pursuant to Section 8(b), and the
Company shall pay all reasonable fees and expenses incident to the procedures
of this Section 8(c), regardless of the manner in which such Independent
Counsel was selected and appointed. If (i) Independent Counsel does not make
any determination respecting Indemnitee's entitlement to indemnification
hereunder within ninety (90) days after receipt by the Company of a written
request therefor and (ii) any judicial proceeding or arbitration pursuant to
Section 10(a)(iii) hereof is then commenced, Independent Counsel shall be
discharged and relieved of any further responsibility in such capacity (subject
to the applicable standards of professional conduct then prevailing).

         SECTION 9. Presumptions and Effect of Certain Proceedings.

         (a) In making a determination with respect to entitlement to
indemnification hereunder, the Person, Persons or entity making such
determination shall presume that Indemnitee is entitled to indemnification
under this Agreement if Indemnitee has submitted a request for indemnification
in accordance with Section 8(a), and the Company shall have the burden of proof
to overcome that presumption in connection with the making by any person,
persons or entity of any determination contrary to that presumption.

         (b) The termination of any Proceeding or of any claim, issue or matter
therein, by judgment, order, settlement or conviction, or on a plea of nolo
contendere or its equivalent, shall not (except as otherwise expressly provided
in this Agreement) of itself adversely affect the right of Indemnitee to
indemnification or create a presumption that Indemnitee did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Company or, with respect to any criminal Proceeding,
that Indemnitee had reasonable cause to believe that his conduct was unlawful.

         (c) Any action taken by Indemnitee in connection with any employee
benefit plan shall, if taken in good faith by Indemnitee and in a manner
Indemnitee reasonably believed to be in the interest of the participants in or
beneficiaries of that plan, be deemed to have been taken in a manner "not
opposed to the best interests of the Company" for all purposes of this
Agreement.

         SECTION 10. Remedies of Indemnitee.

         (a) In the event that (i) a determination is made pursuant to Section
8 that Indemnitee is not entitled to indemnification hereunder, (ii)
advancement of Expenses is not timely made pursuant to Section 7, (iii)
Independent Counsel is to determine Indemnitee's entitlement to indemnification
hereunder, but does not make that determination within ninety (90) days after
receipt by the Company of the request for that indemnification, (iv) payment of
indemnification is not made pursuant to section 5 or 6 within ten (10) days
after receipt by the Company of a written request therefor or (v) payment of
indemnification is not made within ten (10) days after a determination has been
made that Indemnitee is entitled to indemnification, Indemnitee shall be
entitled to an adjudication from the Court of Chancery of his entitlement to
such indemnification or advancement




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of Expenses. Alternatively, Indemnitee, at his option, may seek an award in
arbitration to be conducted by a single arbitrator pursuant to the Commercial
Arbitration Rules of the American Arbitration Association. Indemnitee shall
commence such Proceeding seeking an adjudication or an award in arbitration
within one hundred eighty (180) days following the date on which Indemnitee
first has the right to commence such proceeding pursuant to this Section 10(a);
provided, however, that the foregoing clause shall not apply in respect of a
proceeding brought by Indemnitee to enforce his rights under Section 5.

         (b) In the event that a determination shall have been made pursuant to
Section 8(b) that Indemnitee is not entitled to indemnification, any judicial
proceeding or arbitration commenced pursuant to this Section 10 shall be
conducted in all respects as a de novo trial, or arbitration, on the merits and
Indemnitee shall not be prejudiced by reason of that adverse determination. In
any judicial proceeding or arbitration commenced pursuant to this section 10,
the Company shall have the burden of proving that Indemnitee is not entitled to
indemnification or advancement of Expenses, as the case may be.

         (c) If a determination shall have been made pursuant to Section 8(b)
that Indemnitee is entitled to indemnification, the Company shall be bound by
such determination in any judicial proceeding or arbitration commenced pursuant
to this Section 10, absent (i) a misstatement by Indemnitee of a material fact,
or an omission by Indemnitee of a material fact necessary to make Indemnitee's
statement not materially misleading, in connection with the request for
indemnification, or (ii) a prohibition of such indemnification under applicable
law.

         (d) In the event that Indemnitee, pursuant to this Section 10, seeks a
judicial adjudication of or an award in arbitration to enforce his rights
under, or to recover damages for breach of, this Agreement, Indemnitee shall be
entitled to recover from the Company, and shall be indemnified by the Company
against, any and all expenses (of the types described in the definition of
Expenses in Section 17) actually and reasonably incurred by him in such
judicial adjudication or arbitration, but only if he prevails therein. If it
shall be determined in said judicial adjudication or arbitration that
Indemnitee is entitled to receive part but not all of the indemnification or
advancement of expenses sought, the expenses incurred by Indemnitee in
connection with such judicial adjudication or arbitration shall be
appropriately prorated.

         SECTION 11. Non-Exclusivity; Survival of Rights; Insurance;
Subrogation.

         (a) The rights of indemnification and to receive advancement of
Expenses as provided by this Agreement shall not be deemed exclusive of any
other rights to which Indemnitee may at any time be entitled under applicable
law, the Certificate of Incorporation, the Bylaws, any agreement, a vote of
stockholders or a resolution of directors, or otherwise. No amendment,
alteration or repeal of this Agreement or of any provision hereof shall limit
or restrict any right of Indemnitee under this Agreement in respect of any
action taken or omitted by such Indemnitee in his Corporate Status prior to
such amendment, alteration or repeal. To the extent that a change in Delaware
law (whether by statute or judicial decision) permits greater indemnification
by agreement than would be afforded currently under this Agreement, it is the
intent of the parties hereto that Indemnitee shall enjoy by this Agreement the
greater benefits so afforded by such change.



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         (b) To the extent that the Company maintains an insurance policy or
policies providing liability insurance for directors, officers, employees, or
agents of the Company or of any other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise which such person serves at
the request of the Company, Indemnitee shall be covered by such policy or
policies in accordance with its or their terms to the maximum extent of the
coverage available for any such director, Officer, employee or agent under such
policy or policies.

         (c) In the event of any payment under this Agreement, the Company
shall be subrogated to the extent of such payment to all the rights of recovery
of Indemnitee, who shall execute all papers required and take all action
necessary to secure such rights, including execution of such documents as are
necessary to enable the Company to bring suit to enforce such rights.

         (d) The Company shall not be liable under this Agreement to make any
payment of amounts otherwise indemnifiable hereunder if and to the extent that
Indemnitee has otherwise actually received such payment under any insurance
policy, contract, agreement or otherwise.

         (e) The Company's obligation to indemnify or advance Expenses
hereunder to Indemnitee with respect to Indemnitee's service at the request of
the Company as a director, officer, employee or agent of any other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
shall be reduced by any amount Indemnitee has actually received as
indemnification or advancement of Expenses from such other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise.

         SECTION 12. Duration of Agreement. This Agreement shall continue until
and terminate upon the later of: (a) ten (10) years after the date that
Indemnitee shall have ceased to serve as a director or officer of the Company
or of any other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise which Indemnitee served on behalf of the
Company; or (b) the final termination of any Proceeding then pending in respect
of which Indemnitee is granted rights of indemnification or advancement of
expenses hereunder and of any Proceeding commenced by Indemnitee pursuant to
Section 10 relating thereto. This Agreement shall be binding upon the Company
and its successors and assigns and shall inure to the benefit of Indemnitee and
his spouse (if Indemnitee resides in Texas or another community property
state), heirs, executors and administrators, and this Agreement does not, and
shall not be construed to confer any rights on any person that is not a party
to this Agreement, other than Indemnitee's spouse, and his heirs, executors and
assigns.

         SECTION 13. Severability. If any provision or provisions of this
Agreement shall be held to be invalid, illegal or unenforceable for any reason
whatsoever: (a) the validity, legality and enforceability of the remaining
provisions of this Agreement (including, without limitation, each portion of
any Section of this Agreement containing any such provision held to be invalid,
illegal or unenforceable which is not itself invalid, illegal or unenforceable)
shall not in any way be affected or impaired thereby; (b) such provision or
provisions shall be deemed reformed to the extent necessary to conform to
applicable law and to give the maximum effect to the intent of the parties
hereto; and (c) to the fullest extent possible, the provisions of this
Agreement (including, without limitation, each portion of any Section of this
Agreement containing any such provision held to be




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invalid, illegal or unenforceable which is not itself invalid, illegal or
unenforceable) shall be construed so as to give effect to the intent manifested
thereby.

         SECTION 14. Exception to Right of Indemnification or Advancement of
Expenses. Notwithstanding any other provision hereof, Indemnitee shall not be
entitled to indemnification or advancement of Expenses under this Agreement
with respect to any Proceeding brought by Indemnitee or any claim therein prior
to a Change in Control, unless the bringing of such Proceeding or making of
such claim shall have been approved by the Board of Directors.

         SECTION 15. Identical Counterparts. This Agreement may be executed in
one or more counterparts by means of original or facsimile signatures, each of
which shall for all purposes be deemed to be an original but all of which
together shall constitute one and the same Agreement. Only one such counterpart
signed by the party against whom enforceability is sought needs to be produced
to evidence the existence of this Agreement.

         SECTION 16. Headings. The headings of the Sections hereof are inserted
for convenience only and shall not be deemed to constitute part of this
Agreement or to affect the construction thereof.

         SECTION 17. Definitions. For purposes of this Agreement:

                  (a) "Acquiring Person" means any Person who or which,
         together with all Affiliates and Associates of such Person, is or are
         the Beneficial Owner of twenty-five percent (25%) or more of the
         shares of Common Stock then outstanding, but does not include any
         Exempt Person; provided, however, that a Person shall not be or become
         an Acquiring Person if such Person, together with its Affiliates and
         Associates, shall become the Beneficial Owner of twenty-five percent
         (25%) or more of the shares of Common Stock then outstanding solely as
         a result of a reduction in the number of shares of Common Stock
         outstanding due to the repurchase of Common Stock by the Company,
         unless and until such time as such Person or any Affiliate or
         Associate of such Person shall purchase or otherwise become the
         Beneficial Owner of additional shares of Common Stock constituting one
         percent (1%) or more of the then outstanding shares of Common Stock or
         any other Person (or Persons) who is (or collectively are) the
         Beneficial Owner of shares of Common Stock constituting one percent
         (1%) or more of the then outstanding shares of Common Stock shall
         become an Affiliate or Associate of such Person, unless, in either
         such case, such Person, together with all Affiliates and Associates of
         such Person, is not then the Beneficial Owner of twenty-five percent
         (25%) or more of the shares of Common Stock then outstanding.

                  (b) "Affiliate" has the meaning ascribed to that term in
         Exchange Act Rule 12b-2.

                  (c) "Associate" means, with reference to any Person, (i) any
         corporation, firm, partnership, association, unincorporated
         organization or other entity (other than the Company or a subsidiary
         of the Company) of which that Person is an officer or




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         general partner (or officer or general partner of a general partner)
         or is, directly or indirectly, the Beneficial owner of 10% or more of
         any class of its equity securities, (ii) any trust or other estate in
         which that Person has a substantial beneficial interest or for or of
         which that Person serves as trustee or in a similar fiduciary capacity
         and (iii) any relative or spouse of that Person, or any relative of
         that spouse, who has the same home as that Person.

                  (d) A specified Person is deemed the "Beneficial Owner" of,
         and is deemed to "beneficially own," any securities:

                           (i) of which that Person or any of that Person's
                  Affiliates or Associates, directly or indirectly, is the
                  "beneficial owner" (as determined pursuant to Exchange Act
                  Rule 13d-3) or otherwise has the right to vote or dispose of,
                  including pursuant to any agreement, arrangement or
                  understanding (whether or not in writing); provided, however,
                  that a Person shall not be deemed the "Beneficial Owner" of,
                  or to "beneficially own," any security under this
                  subparagraph as a result of an agreement, arrangement or
                  understanding to vote that security if that agreement,
                  arrangement or understanding: (A) arises solely from a
                  revocable proxy or consent given in response to a public
                  (that is, not including a solicitation exempted by Exchange
                  Act Rule 14a-2(b)(2)) proxy or consent solicitation made
                  pursuant to, and in accordance with, the applicable
                  provisions of the Exchange Act; and (B) is not then
                  reportable by such Person on Exchange Act Schedule 13D (or
                  any comparable or successor report);

                           (ii) which that Person or any of that Person's
                  Affiliates or Associates, directly or indirectly, has the
                  right or obligation to acquire (whether that right or
                  obligation is exercisable or effective immediately or only
                  after the passage of time or the occurrence of an event)
                  pursuant to any agreement, arrangement or understanding
                  (whether or not in writing) or on the exercise of conversion
                  rights, exchange rights, other rights, warrants or options,
                  or otherwise; provided, however, that a Person shall not be
                  deemed the "Beneficial Owner" of, or to "beneficially own,"
                  securities tendered pursuant to a tender or exchange offer
                  made by that Person or any of that Person's Affiliates or
                  Associates until those tendered securities are accepted for
                  purchase or exchange; or

                           (iii) which are beneficially owned, directly or
                  indirectly, by (A) any other Person (or any Affiliate or
                  Associate thereof) with which the specified Person or any of
                  the specified Person's Affiliates or Associates has any
                  agreement, arrangement or understanding (whether or not in
                  writing) for the purpose of acquiring, holding, voting
                  (except pursuant to a revocable proxy or consent as described
                  in the proviso to subparagraph (i) of this definition) or
                  disposing of any voting securities of the Company or (B) any
                  group (as that



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                  term is used in Exchange Act Rule 13d-5(b)) of which that
                  specified Person is a member;

PROVIDED, HOWEVER, that nothing in this definition shall cause a Person engaged
in business as an underwriter of securities to be the "Beneficial Owner" of, or
to "beneficially own," any securities acquired through such Person's
participation in good faith in a firm commitment underwriting until the
expiration of forty (40) days after the date of that acquisition. For purposes
of this Agreement, "voting" a security shall include voting, granting a proxy,
acting by consent, making a request or demand relating to corporate action
(including, without limitation, calling a stockholder meeting) or otherwise
giving an authorization (within the meaning of Section 14(a) of the Exchange
Act) in respect of such security.

                  (e) "Change of Control" means the occurrence of any of the
         following events that occurs after the effective date of this
         Agreement: (i) any Person becomes an Acquiring Person; (ii) at any
         time the then Continuing Directors cease to constitute a majority of
         the members of the Board; (iii) a merger of the Company with or into,
         or a sale by the Company of its properties and assets substantially as
         an entirety to, another Person occurs and, immediately after that
         occurrence, any Person, other than an Exempt Person, together with all
         Affiliates and Associates of such Person, shall be the Beneficial
         Owner of twenty-five percent (25%) or more of the total voting power
         of the then outstanding Voting Shares of the Person surviving that
         transaction (in the case or a merger or consolidation) or the Person
         acquiring those properties and assets substantially as an entirety.

                  (f) "Common Stock" means the common stock, par value $.001
         per share, of the Company.

                  (g) "Continuing Director" means at any time any individual
         who then (i) is a member of the Board and was a member of the Board as
         of the effective date of this Agreement or whose nomination for his
         first election, or that first election, to the Board following that
         date was recommended or approved by a majority of the then Continuing
         Directors (acting separately or as a part of any action taken by the
         Board or any committee thereof) and (ii) is not an Acquiring Person,
         an Affiliate or Associate of an Acquiring Person or a nominee or
         representative of an Acquiring Person or of any such Affiliate or
         Associate.

                  (h) "Corporate Status" describes the status of a Person who
         is or was a director, officer, employee or agent of the Company or of
         any other corporation, partnership, joint venture, trust, employee
         benefit plan or other enterprise which such person is or was serving
         at the request of the Company. For purposes of this Agreement,
         "serving at the request of the Company" includes any service by
         Indemnitee which imposes duties on, or involves services by,
         Indemnitee with respect to any employee benefit plan or its
         participants or beneficiaries.




                                      10
<PAGE>   11



                  (i) "Court of Chancery" means the Court of Chancery of the
         State of Delaware.

                  (j) "Disinterested Director" means a director of the Company
         who is not and was not a party to the Proceeding in respect of which
         indemnification is sought by Indemnitee hereunder.

                  (k) "Exchange Act" means the Securities Exchange Act of 1934,
         as amended.

                  (l) "Exempt Person" means (i), (A) the Company, any
         subsidiary of the Company, any employee benefit plan of the Company or
         of any subsidiary of the Company and (B) any Person organized,
         appointed or established by the Company for or pursuant to the terms
         of any such plan or for the purpose of funding any such plan or
         funding other employee benefits for employees of the Company or any
         subsidiary of the Company and (ii) Indemnitee, any Affiliate or
         Associate of Indemnitee or any group (as that term is used in Exchange
         Act Rule 13d-5(b)) of which Indemnitee or any Affiliate or Associate
         of Indemnitee is a member.

                  (m) "Expenses" include all attorneys' fees, retainers, court
         costs, transcript costs, fees of experts, witness fees, travel
         expenses, duplicating costs, printing and binding costs, telephone
         charges, postage, delivery service fees, all other disbursements or
         expenses of the types customarily incurred in connection with
         prosecuting, defending, preparing to prosecute or defend,
         investigating, being or preparing to be a witness in, or otherwise
         participating in, a Proceeding and all interest or finance charges
         attributable to any thereof. Should any payments by the Company under
         this Agreement be determined to be subject to any federal, state or
         local income or excise tax, "Expenses" also shall include such amounts
         as are necessary to place Indemnitee in the same after-tax position
         (after giving effect to all applicable taxes) he would have been in
         had no such tax been determined to apply to such payments.

                  (n) "Independent Counsel" means a law firm, or a member of a
         law firm, that is experienced in matters of corporation law and
         neither presently is, nor in the past five (5) years has been,
         retained to represent: (i) the Company, its Affiliates or Indemnitee
         in any matter material to either such party; or (ii) any other Party
         to the Proceeding giving rise to a claim for indemnification
         hereunder. Notwithstanding the foregoing. the term "Independent
         Counsel" shall not include any person who, under the applicable
         standards of professional conduct then prevailing, would have a
         conflict of interest in representing either the Company or Indemnitee
         in an action to determine Indemnitee's rights under this Agreement.

                  (o) "Person" means any natural person, sole proprietorship,
         corporation, partnership of any kind having a separate legal status,
         limited liability company, business trust, unincorporated organization
         or association, mutual company, joint





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<PAGE>   12




         stock company, joint venture, estate, trust, union or employee
         organization or governmental authority.

                  (p) "Proceeding" includes any action, suit, alternate dispute
         resolution mechanism, hearing or any other proceeding, whether civil,
         criminal, administrative, arbitrative, investigative or mediative, any
         appeal in any such action, suit, alternate dispute resolution
         mechanism, hearing or other proceeding and any inquiry or
         investigation that could lead to any such action, suit, alternate
         dispute resolution mechanism, hearing or other proceeding, except one
         (i) initiated by an Indemnitee pursuant to Section 10 to enforce his
         rights hereunder or (ii) pending on or before the date of this
         Agreement.

                  (q) "Voting Shares" means: (i) in the case of any
         corporation, stock of that corporation of the class or classes having
         general voting power under ordinary circumstances to elect a majority
         of that corporation's board of directors; and (ii) in the case of any
         other entity, equity interests of the class or classes having general
         voting power under ordinary circumstances equivalent to the Voting
         Shares of a corporation.

         SECTION 18. Modification and Waiver. No supplement, modification or
amendment of this Agreement shall be binding unless executed in writing by both
of the parties hereto. No waiver of any of the provisions of this Agreement
shall be deemed or shall constitute a waiver of any other provisions hereof
(whether or not similar) nor shall such waiver constitute a continuing waiver.

         SECTION 19. Notice by Indemnitee. Indemnitee agrees promptly to notify
the Company in writing upon being served with any summons, citation, subpoena,
complaint, indictment, information or other document relating to any Proceeding
or matter which may be subject to indemnification or advancement of Expenses
covered hereunder; provided, however, failure to give such notice shall not
deprive Indemnitee of his rights to indemnification and advancement of Expenses
under this Agreement unless the Company is actually and materially prejudiced
thereby.

         SECTION 20. Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been
duly given if (a) delivered by hand and receipted for by the party to whom said
notice or other communication shall have been directed or (b) mailed by
certified or registered mail with postage prepaid, on the third (3rd) business
day after the date on which it is so mailed:

                  (a) If to Indemnitee, to:    E. Wayne Nordberg
                                               KBW Asset Management, Inc.
                                               2 World Trade Center, 85th Floor
                                               New York, New York 10048



                                      12
<PAGE>   13


                  (b) If to the Company, to:   PetroQuest Energy, Inc.
                                               625 E. Kaliste Saloom Rd.,
                                                  Suite 400
                                               Lafayette, Louisiana 70508
                                               Attention: Corporate Secretary

or to such other address as may have been furnished to Indemnitee by the
Company or to the Company by Indemnitee, as the case way be.

         SECTION 21. Contribution. To the fullest extent permissible under
applicable law, if the indemnification provided for in this Agreement is
unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of
indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee,
whether for judgments, fines, penalties, excise taxes, amounts paid or to be
paid in settlement and/or for Expenses, in connection with any claim relating
to an indemnifiable event under this Agreement, in such proportion as is deemed
fair and reasonable in light of all the circumstances of such Proceeding in
order to reflect: (a) the relative benefits received by the Company and
Indemnitee as a result of the event(s) and/or transaction(s) giving cause to
such Proceeding; and/or (b) the relative fault of the Company (and its
directors, officers, employees and agents) and Indemnitee in connection with
such event(s) and/or transaction(s).

         SECTION 22. Governing Law; Submission to Jurisdiction. This Agreement
and the legal relations among the parties shall be governed by, and construed
and enforced in accordance with, the laws of the State of Delaware, without
regard to its conflict of laws rules. Except with respect to any arbitration
commenced by Indemnitee pursuant to Section 10(a), the Company and Indemnitee
hereby irrevocably and unconditionally (a) agree that any action or proceeding
arising out of or in connection with this Agreement shall be brought only in
the Court of Chancery and not in any other state or federal court in the United
States of America or any court in any other country, (b) consent to submit to
the exclusive jurisdiction of the Court of Chancery for purposes of any action
or proceeding arising out of or in connection with this Agreement, (c) waive
any objection to the laying of venue of any such action or proceeding in the
Court of Chancery, and (d) waive, and agree not to plead or to make, any claim
that any such action or proceeding brought in the Court of Chancery has been
brought in an improper or otherwise inconvenient forum.

         SECTION 23. Miscellaneous. Use of the masculine pronoun shall be
deemed to include usage of the feminine pronoun where appropriate. When used in
this Agreement, the words "herein," "hereof" and words of similar import shall
refer to this Agreement as a whole and not to any provision of this Agreement,
and the word "Section" refers to a Section of this Agreement, unless otherwise
specified.


                                      13
<PAGE>   14



         IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.

                   PETROQUEST ENERGY, INC.



                   /s/ Charles T. Goodson
                   ------------------------------------------------------------
                   Charles T. Goodson, President and Chief Executive Officer

                   INDEMNITEE



                   /s/ E. Wayne Nordberg
                   ------------------------------------------------------------
                   E. Wayne Nordberg




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