EXHIBIT 10.5

         EXECUTIVE  SEVERANCE  AGREEMENT,  dated  as of July  23,  1998,  by and
between  Sonat  Inc.,  a  Delaware  corporation ("Sonat"),  and Ronald L. Kuehn,
Jr. ("Executive").

         WHEREAS, the Executive Compensation Committee of the Board of Directors
of Sonat has  recommended,  and the Board of Directors has approved,  that Sonat
enter into  severance  agreements  with key executives who are from time to time
designated by the Executive Compensation Committee;

         WHEREAS,  should  Sonat become  subject to any  proposed or  threatened
Change of Control (as hereinafter  defined),  the Board of Directors believes it
imperative  that Sonat and the Board of Directors be able to rely upon Executive
to continue in Executive's position,  and that Sonat be able to receive and rely
upon Executive's advice, if requested, as to the best interests of Sonat and its
stockholders  without concern that Executive might be distracted by the personal
uncertainties and risks created by such a proposal or threat;

         WHEREAS,  should  Sonat  receive  any such  proposals,  in  addition to
Executive's  regular  duties,  Executive  may be  called  upon to  assist in the
assessment of such proposals, to advise management and the Board of Directors as
to  whether  such  proposals  would be in the best  interests  of Sonat  and its
stockholders,  and to take such other  actions as the Board of  Directors  might
determine to be appropriate;

         WHEREAS,  Executive is a key executive and, pursuant to action taken by
the Executive Compensation Committee and the Board of Directors,  has previously
entered into a severance agreement with Sonat; and

         WHEREAS,  the  Executive   Compensation  Committee  and  the  Board  of
Directors have approved certain revisions to such severance agreement, Executive
agrees to such  revisions,  and  Executive and Sonat desire to amend and restate
such severance agreement in order to consolidate the terms thereof into a single
document;

         NOW, THEREFORE, Sonat and Executive agree as follows:

         1. Services During Certain Events. In the event a third person begins a
tender or exchange  offer,  circulates a proxy to  stockholders,  or takes other
steps to effect a Change of Control,  Executive agrees not to voluntarily  leave
the employ of Sonat or its subsidiaries, and to render the services contemplated
in the  recitals to this  Agreement,  until the third  person has  abandoned  or
terminated  his  efforts  to  effect a Change  of  Control  or until a Change of
Control has occurred.

         2.  Termination  Following  Change of  Control.  Except as  provided in
Section 4 hereof,  Sonat will provide or cause to be provided to  Executive  the
rights and benefits  described in Section 3 hereof in the event that Executive's
employment is terminated:

                  (a) at any time  within  three  years  following  a Change  of
         Control by Sonat or its subsidiaries for reasons other than for "cause"
         (as such  term is  defined  in  Section 4  hereof)  or other  than as a
         consequence of Executive's death, permanent disability or retirement at
         or after April 30, 2001 ("Normal  Retirement  Date") as provided  under
         Sonat's Retirement Plan as in effect immediately preceding such date;

                  (b) at any time  within  three  years  following  a Change  of
         Control by Executive  following the  occurrence of any of the following
         events without Executive's written consent:

                           (i) the  assignment  of  Executive  to any  duties or
                  responsibilities   that  are  inconsistent   with  Executive's
                  position,  duties,   responsibilities  or  status  immediately
                  preceding  such  Change of Control,  or a change in  reporting
                  responsibilities or titles in effect at such time resulting in
                  a reduction of Executive's responsibilities or position;

                           (ii)  the  reduction  of  Executive's  annual  salary
                  (including any deferred portions thereof), annual or long-term
                  cash or stock  bonus  opportunities,  or level of  benefits or
                  supplemental compensation; or

                           (iii)  the   transfer  of  Executive  to  a  location
                  requiring  a change in  Executive's  residence  or a  material
                  increase  in  the  amount  of  travel  normally   required  of
                  Executive in connection with Executive's employment; or

                  (c) by  Executive  for any reason  during  the  30-day  period
         immediately  following the first  anniversary of the date of the Change
         of Control.

                  For  purposes of this  Agreement,  "Change of  Control"  shall
mean:

                  A. The acquisition by any individual,  entity or group (within
the meaning of Section  13(d)(3) or 14(d)(2) of the  Securities  Exchange Act of
1934,  as amended (the  "Exchange  Act")) (a "Person") of  beneficial  ownership
(within the meaning of Rule 13(d)-3  promulgated  under the Exchange Act) of 20%
or more of either (i) the then outstanding  shares of common stock of Sonat (the
"Outstanding  Common  Stock")  or (ii)  the  combined  voting  power of the then
outstanding  voting  securities  of  Sonat  entitled  to vote  generally  in the
election of directors (the "Outstanding Voting Securities");  provided, however,
that for purposes of this  subsection  A, the following  acquisitions  shall not
constitute a Change of Control:  (i) any acquisition  directly from Sonat,  (ii)
any acquisition by Sonat, (iii) any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by Sonat or any corporation controlled by
Sonat or (iv) any acquisition by any corporation pursuant to a transaction which
complies with clauses (i), (ii) and (iii) of subsection C; or

                  B.  Individuals  who, as of the date  hereof,  constitute  the
Board of Directors (the "Incumbent Board") cease for any reason to constitute at
least  a  majority  of the  Board  of  Directors;  provided,  however  that  any
individual becoming a director subsequent to the date hereof whose election,  or
nomination  for election by Sonat's  shareholders,  was approved by a vote of at
least a majority of the directors then  comprising the Incumbent  Board shall be
considered as though such individual were a member of the Incumbent  Board,  but
excluding,  for this purpose,  any such individual  whose initial  assumption of
office  occurs  as a result of an actual or  threatened  election  contest  with
respect to the election or removal of  directors  or other actual or  threatened
solicitation  of proxies or consents by or on behalf of a Person  other than the
Board of Directors; or

                  C. Consummation of a  reorganization,  merger or consolidation
or sale or other  disposition of all or substantially all of the assets of Sonat
(a  "Business  Combination"),  in each case,  unless,  following  such  Business
Combination,  (i) all or  substantially  all of the individuals and entities who
were the beneficial  owners,  respectively,  of the Outstanding Common Stock and
Outstanding  Voting Securities  immediately  prior to such Business  Combination
beneficially own, directly or indirectly,  more than 50% of,  respectively,  the
then  outstanding  shares of common stock and the  combined  voting power of the
then outstanding voting securities entitled to vote generally in the election of
directors,  as the case may be, of the corporation  resulting from such Business
Combination (including,  without limitation,  a corporation which as a result of
such transaction owns Sonat or all or substantially all of Sonat's assets either
directly  or  through  one or  more  subsidiaries)  in  substantially  the  same
proportions as their ownership,  immediately prior to such Business Combination,
of the Outstanding Common Stock and Outstanding  Voting Securities,  as the case
may be, (ii) no Person  (excluding any corporation  resulting from such Business
Combination  or any employee  benefit  plan (or related  trust) of Sonat or such
corporation  resulting  from  such  Business  Combination)   beneficially  owns,
directly  or  indirectly,  20% or more of,  respectively,  the then  outstanding
shares  of  common  stock  of  the  corporation  resulting  from  such  Business
Combination  or the  combined  voting  power  of  the  then  outstanding  voting
securities of such corporation  except to the extent that such ownership existed
prior to the Business  Combination  and (iii) at least a majority of the members
of the board of  directors  of the  corporation  resulting  from  such  Business
Combination  were members of the Incumbent Board at the time of the execution of
the initial agreement, or of the action of the Board of Directors, providing for
such Business Combination.

         3.  Rights  and  Benefits  upon  Termination.   In  the  event  of  the
termination of Executive's  employment under any of the  circumstances set forth
in  Section 2 hereof  ("Termination"),  Sonat  agrees to  provide or cause to be
provided to Executive the following rights and benefits:

                  (a)  Lump  Sum  Payment  at  Termination.  Executive  shall be
         entitled to receive within 30 days of Termination a lump-sum payment in
         cash in the amount of three times Executive's Earnings (as such term is
         defined in this Section  3(a));  provided,  however,  that if there are
         fewer  than  36  months  remaining  from  the  date of  Termination  to
         Executive's  Normal Retirement Date, the amount calculated  pursuant to
         this  paragraph  will  be  reduced  by  multiplying  such  amount  by a
         fraction, the numerator of which is the number of months (including any
         fraction of a month) so remaining to Executive's Normal Retirement Date
         and the denominator of which is 36.

                           For purposes of this Agreement, "Earnings" shall mean
         the sum of (1)  Executive's  Annual  Base Pay (as defined  below),  (2)
         Executive's  Recent Cash Bonus (as defined below),  and (3) Executive's
         Recent Long-Term Compensation (as defined below).

                           "Annual  Base Pay" shall mean the  greater of (1) the
         annualized  amount of Executive's rate of base pay (as shown in Sonat's
         payroll records)  immediately before the Change of Control, and (2) the
         annualized  amount of Executive's rate of base pay (as shown in Sonat's
         payroll records) immediately before the date of Termination.

                           "Recent   Cash  Bonus"  shall  mean  the  product  of
         Executive's Annual Base Pay multiplied by the greater of:

                                            (1)  the  quotient   determined   by
                                    dividing (a) the sum of the amounts  payable
                                    to Executive upon the occurrence of a Change
                                    of  Control   pursuant  to  Section  2.6  of
                                    Sonat's  Performance Award Plan, Section 2.6
                                    of Sonat's Cash Bonus Plan,  and Section 2.6
                                    of Sonat's  Performance Award and Cash Bonus
                                    Plan (regardless of whether such amounts are
                                    paid in a lump sum or in  installments),  by
                                    (b) the  annualized  amount  of  Executive's
                                    rate  of  base  pay  (as  shown  in  Sonat's
                                    payroll  records)   immediately  before  the
                                    Change of Control; and

                                            (2) the highest quotient determined,
                                    for the calendar year in which the Change of
                                    Control  occurs  and  for  each  of the  two
                                    preceding  calendar  years,  by dividing (a)
                                    the sum of the  bonuses  paid  to  Executive
                                    under the  Performance  Award Plan, the Cash
                                    Bonus Plan,  and the  Performance  Award and
                                    Cash  Bonus Plan  during the first  calendar
                                    quarter of such calendar year (including for
                                    this purpose any amount receipt of which was
                                    deferred by the Executive

                                                     Compensation      Committee
                                    pursuant to the terms of such  Plans,  or by
                                    Executive  pursuant  to the terms of Sonat's
                                    Deferred  Compensation  Plan),  by  (b)  the
                                    annualized  amount  of  Executive's  rate of
                                    base  pay  (as  shown  in  Sonat's   payroll
                                    records)  at  the  time  of  such   payment.
                                    Notwithstanding  the  foregoing,  if at  the
                                    time of the  Change of  Control  the  amount
                                    paid to Executive  under clause (1) above is
                                    with   respect   to  a   bonus   opportunity
                                    established for the preceding  calendar year
                                    (or  a  portion   thereof),   the  quotients
                                    calculated pursuant to this clause (2) shall
                                    be determined for each of the three calendar
                                    years before the calendar  year in which the
                                    Change of Control occurs.

                  "Recent  Long-Term  Compensation"  shall  mean the  product of
Executive's  Annual  Base  Pay  multiplied  by  the  average  of  the  quotients
determined,  for each of the three  calendar years before the date of the Change
of Control,  by dividing (a) the Grant Value (as defined  below) for the regular
annual  grant of stock  options  and/or  restricted  stock  made  under  Sonat's
Executive Award Plan during the fourth calendar quarter of such calendar year by
(b) the annualized  amount of Executive's  rate of base pay (as shown in Sonat's
payroll records) on the date of such grant. Grant Value shall mean, with respect
to any such annual grant during any fourth calendar quarter,  the sum of (1) the
product of the number of stock  options  granted to Executive  multiplied by the
value of each such stock option at the date of grant (as  determined or approved
by the  Executive  Compensation  Committee  at the date of grant),  plus (2) the
product  of the  number of shares  of  restricted  stock  granted  to  Executive
multiplied by the value of a share of restricted  stock at the date of grant (as
determined  or approved by the Executive  Compensation  Committee at the date of
grant).  Notwithstanding  the foregoing,  if the Change of Control occurs in the
fourth calendar quarter of a calendar year and after the regular annual grant of
stock options and/or restricted stock for such year, the quotients calculated as
described  above  shall be  determined  for such  calendar  year and for the two
preceding  calendar years.  If the quotient  determined for any calendar year is
zero, such quotient shall be disregarded  (and no additional  quotients shall be
calculated in substitution therefor).

                  (b)  Retirement  Benefits.  If at  the  date  of  Termination,
         Executive  is not  otherwise  entitled  to receive an early  retirement
         benefit under the terms of a qualified defined benefit  retirement plan
         of Sonat or its subsidiaries,  Sonat shall pay in cash to Executive, in
         the form of a cash  lump sum (a  "Severance  Retirement  Benefit"),  an
         amount  equal to the  Actuarial  Equivalent  (as defined  below) of the
         excess,  if any, of (1) the monthly benefit  calculated under the early
         retirement  provisions of the Retirement Plan (as in effect immediately
         prior to the Change of Control),  using the early retirement  reduction
         factors  applicable as of the later of age 55 or Executive's actual age
         at the date of  Termination,  and (2) the  monthly  benefit  payable to
         Executive  under  the  Retirement  Plan  (as in  effect  on the date of
         Executive's  Termination),  assuming  the  following  for  purposes  of
         clauses (1) and (2): (A) the benefit is payable in the form of a single
         life annuity as of the later of the date  Executive  attains age 55 and
         the  date of  Termination;  (B) the  benefit  is  calculated  based  on
         Executive's  actual service and actual earnings  history at the date of
         Termination;  (C) Executive is fully vested in the benefit; and (D) the
         benefit is calculated under the assumption that Sections 401(a)(17) and
         415 of the Internal Revenue Code of 1986, as amended (the "Code"),  are
         nonexistent  and the  provisions of the Retirement  Plan  incorporating
         such Code Sections are  inoperative.  The  determination of Executive's
         Severance  Retirement  Benefit  shall  not  include  the  value  of any
         benefits under the "cash balance"  portion of the Retirement  Plan. The
         Severance  Retirement Benefit shall be paid as soon as practicable (and
         within  30  days)  after  the date of  Termination,  and  shall  not be
         affected  by the  settlement  option  or  date of  commencement  of any
         benefits   actually  payable  under  the  Retirement  Plan  or  Sonat's
         Supplemental Benefit Plan.

                  (c) Survivors' Benefits. If Executive is entitled to receive a
         Severance  Retirement  Benefit  under  Section  3(b) and on the date of
         Termination  Executive  either (1) has an Eligible Spouse (as such term
         is defined in the Retirement Plan as in effect immediately prior to the
         Change of Control,  and determined as if Executive had died on the date
         of  Termination),  or (2) does not have an Eligible  Spouse (as defined
         above)  but does have one or more  Eligible  Children  (as such term is
         defined in the Retirement  Plan as in effect  immediately  prior to the
         Change of Control,  and determined as if Executive had died on the date
         of  Termination),  Sonat shall pay to Executive,  in the form of a cash
         lump sum (the "Severance Survivors'  Benefit"),  an amount equal to the
         Actuarial  Equivalent of the monthly survivors' benefit payable to such
         Eligible  Spouse or  Eligible  Children  (as the case may be) under the
         Retirement  Plan  (as in  effect  immediately  prior to the  Change  of
         Control) with respect to Executive if  Executive's  retirement  benefit
         were  calculated  under the early  retirement  provisions of such plan,
         using the early retirement  benefit reduction factors  applicable as of
         the  later  of  age  55 or  Executive's  actual  age  at  the  date  of
         Termination,  and assuming (A) the retirement  benefit is payable as of
         the  later  of the  date  Executive  attains  age 55 and  the  date  of
         Termination;   (B)  the  retirement  benefit  is  calculated  based  on
         Executive's  actual service and actual earnings  history at the date of
         Termination;  (C) Executive is fully vested in the retirement  benefit;
         and (D) the retirement  benefit and  survivors'  benefit are calculated
         under  the  assumption  that  Code  Sections  401(a)(17)  and  415  are
         nonexistent  and Section 7.10 and the provisions of the Retirement Plan
         incorporating  the  limitations  contained  in such Code  Sections  are
         inoperative.  The  determination  of Executive's  Severance  Survivors'
         Benefit  shall not  include the value of any  benefits  under the "cash
         balance" portion of the Retirement Plan.

         The Severance  Survivors'  Benefit shall be paid as soon as practicable
         (and  within 30 days)  after the date of  Termination  and shall not be
         affected  by any  settlement  option  or  date of  commencement  of any
         benefits actually payable under the Retirement Plan or the Supplemental
         Benefit Plan.

                  (d)  Insurance  and  Other  Special  Benefits.  To the  extent
         Executive  is  eligible  thereunder,  Executive  shall  continue  to be
         covered by the life and dependent  life  insurance,  medical and dental
         insurance, and accident and disability insurance plans of Sonat and its
         subsidiaries  or any successor plan or program in effect at Termination
         for  employees in the same class or category as  Executive,  subject to
         the  terms  of  such  plans  and to  Executive's  making  any  required
         contributions thereto. In the event Executive is ineligible to continue
         to be so covered  under the terms of any such  benefit plan or program,
         or in the event  Executive is eligible but the benefits  applicable  to
         Executive are not substantially  equivalent to the benefits  applicable
         to Executive immediately prior to Termination, then, for a period of 36
         months following  Termination (or until  Executive's  Normal Retirement
         Date,  whichever is sooner),  Sonat shall  provide  such  substantially
         equivalent benefits, or such additional benefits as may be necessary to
         make the benefits applicable to Executive  substantially  equivalent to
         those in effect before  Termination,  through other sources;  provided,
         however,  that if during such period  Executive  should  enter into the
         employ of another company or firm which provides  substantially similar
         benefit coverage,  Executive's  participation in the comparable benefit
         provided by Sonat either  directly or through such other  sources shall
         cease.  Nothing  contained in this paragraph shall be deemed to require
         or permit termination or restriction of Executive's  coverage under any
         plan or program of Sonat or any of its  subsidiaries  or any  successor
         plan or program  thereto to which Executive is entitled under the terms
         of  such  plan or  program,  whether  at the end of the  aforementioned
         36-month  period or at any other time.  Executive  shall be entitled to
         continuation  ("COBRA")  coverage  under  Code  Section  4980B upon the
         termination  of the  coverage  provided  under this Section 3(d) to the
         same  extent  as if such  coverage  had not  been  provided.  Upon  the
         occurrence  of  both  (1)  the  termination  of  the  medical  coverage
         (including any COBRA coverage elected by Executive) provided under this
         Section 3(d), and (2) Executive's attainment of age 55, Executive shall
         be eligible  for such  retiree  medical  coverage  as may be  available
         generally to early or normal retirees of Sonat, or to former  employees
         in the same class or  category  as  Executive,  subject to the terms of
         such  coverage and to  Executive's  making any  required  contributions
         thereto.

                  (e) Relocation  Assistance.  Should  Executive move his or her
         residence in order to pursue other business  opportunities within three
         years  of  the  date  of  Termination  (or  until  Executive's   Normal
         Retirement Date, whichever is sooner),  Sonat shall reimburse Executive
         for any expenses  incurred in that relocation  (including taxes payable
         on the  reimbursement)  which are not  reimbursed by another  employer;
         provided,   however,   that   Executive   shall  be  entitled  to  such
         reimbursement with respect to only one such relocation, it being agreed
         that in the event of more than one such relocation,  Executive shall be
         entitled to specify the relocation for which reimbursement hereunder is
         to be made.  Benefits under this provision will include the assistance,
         at no  cost  to  Executive,  in  selling  Executive's  home  and  other
         assistance  which was  customarily  provided to executives  transferred
         within Sonat or between Sonat and its subsidiaries  prior to the Change
         of Control.

                  (f) Other Benefit Plans. The specific arrangements referred to
         in this Section 3 are not intended to exclude Executive's participation
         in other benefit plans in which  Executive  currently  participates  or
         which are  available to executive  personnel  generally in the class or
         category of Executive or to preclude other  compensation or benefits as
         may be authorized by the Board of Directors from time to time.

                  (g) Duty to  Mitigate.  Executive's  entitlement  to  benefits
         hereunder  shall not be  governed  by any duty to  mitigate  damages by
         seeking  further  employment  nor  offset  by  any  compensation  which
         Executive may receive from future employment.

                  (h) Payment Obligations Absolute. Sonat's obligation to pay or
         cause to be paid to Executive the benefits and to make the arrangements
         provided in this  Section 3 shall be  absolute  and  unconditional  and
         shall  not  be  affected  by  any  circumstances,   including,  without
         limitation,  any  setoff,  counterclaim,  recoupment,  defense or other
         right,  which Sonat may have  against  Executive  or anyone  else.  All
         amounts  payable  by or on  behalf  of  Sonat  hereunder  shall be paid
         without  notice or demand.  Each and every payment made hereunder by or
         on behalf of Sonat shall be final and Sonat and its subsidiaries  shall
         not, for any reason whatsoever, seek to recover all or any part of such
         payment from Executive or from whomever shall be entitled thereto.

                  (i) Actuarial Equivalent.  "Actuarial Equivalent" shall mean a
         benefit actuarially equal in value to the value of a given benefit in a
         given form or schedule, based upon (1) the 1983 Group Annuity Mortality
         Table  (or,  if  different,  the  mortality  table  or  tables  used to
         calculate  Actuarial  Equivalents  under the Retirement  Plan as of the
         date on which an Actuarial  Equivalent is being  determined  under this
         Agreement) and (2) an interest rate equal to the yield on new 7-12 year
         AA-rated general  obligation  tax-exempt bonds as determined by Merrill
         Lynch & Co.  (or its  affiliates)  and  published  in The  Wall  Street
         Journal  (or  other   financial   publication)   on  the  business  day
         immediately preceding the date of Executive's  Termination (or, if such
         yield is not so  determined  and published on such business day, on the
         most  immediately  preceding  day on which such yield was so determined
         and published);  provided,  however, that if such yield has not been so
         determined  and  published   within  90  days  prior  to  the  date  of
         Executive's  Termination,  the  interest  rate  shall  be the  yield on
         substantially similar securities on the business day preceding the date
         of Executive's  Termination as determined by AmSouth Bank N.A. upon the
         request of either Sonat or Executive.

                  The  Severance   Survivors'  Benefit  shall  be  valued  as  a
         reversionary  annuity  commencing  upon  the  death of  Executive.  For
         purposes of calculating the Severance  Survivors' Benefit, (1) it shall
         be assumed that Executive, Executive's Eligible Spouse, and Executive's
         Eligible  Children  do not die before  the later of the date  Executive
         attains  age 55 and the  date of  Executive's  Termination,  and (2) if
         Executive has Eligible Children (but not an Eligible Spouse),  it shall
         be assumed that each Eligible Child remains an Eligible Child until the
         date such Eligible  Child  attains age 25 and that such Eligible  Child
         does not die before such date.

         4.  Conditions  to the  Obligations  of  Sonat.  Sonat  shall  have  no
obligation  to  provide  or cause to be  provided  to  Executive  the rights and
benefits  described in Section 3 hereof if either of the following  events shall
occur:

                  (a) Termination  for Cause.  Sonat or its  subsidiaries  shall
         terminate  Executive's  employment  for  "cause".  For purposes of this
         Agreement, termination of employment for "cause" shall mean termination
         solely for dishonesty,  conviction of a felony, or willful unauthorized
         disclosure of confidential information of Sonat.

                  (b)  Resignation as Director.  Executive  shall not,  promptly
         after Termination and upon receiving a written request to do so, resign
         as a director  and/or officer of each subsidiary and affiliate of Sonat
         of which Executive is then serving as a director and/or officer.

         5.       Confidentiality; Non-Solicitation; Cooperation.

         (a)  Confidentiality.  Executive  agrees  that at all  times  following
Termination,  Executive  will not,  without the prior written  consent of Sonat,
disclose to any person,  firm or  corporation  any  confidential  information of
Sonat or its subsidiaries which is now known to Executive or which hereafter may
become known to Executive as a result of  Executive's  employment or association
with Sonat and which could be helpful to a competitor, unless such disclosure is
required under the terms of a valid and effective  subpoena or order issued by a
court or  governmental  body;  provided,  however,  that the foregoing shall not
apply to confidential  information which becomes publicly  disseminated by means
other than a breach of this Agreement.

         (b) Non-Solicitation. Executive agrees that for a period of three years
following the date of Termination (or until Executive's  Normal Retirement Date,
whichever is sooner)  Executive will not induce,  either directly or indirectly,
any employee of senior to manager level of Sonat or any of its  subsidiaries  to
terminate his or her employment.

         (c)  Cooperation.   Executive  agrees  that,  at  all  times  following
Termination,  Executive will furnish such information and render such assistance
and cooperation as may reasonably be requested in connection with any litigation
or legal proceedings concerning Sonat or any of its subsidiaries (other than any
legal proceedings  concerning Executive's  employment).  In connection with such
cooperation, Sonat will pay or reimburse Executive for reasonable expenses.

         (d) Remedies for Breach.  It is recognized that damages in the event of
breach of this Section 5 by Executive would be difficult, if not impossible,  to
ascertain,  and it is  therefore  agreed that Sonat,  in addition to and without
limiting  any  other  remedy or right it may  have,  shall  have the right to an
injunction  or other  equitable  relief in any court of competent  jurisdiction,
enjoining  any such breach,  and  Executive  hereby  waives any and all defenses
Executive  may have on the ground of lack of  jurisdiction  or competence of the
court to grant such an injunction or other  equitable  relief.  The existence of
this right shall not preclude  Sonat from pursuing any other rights and remedies
at law or in equity which Sonat may have.

         6. Certain Additional Payments by Sonat. (a) Anything in this Agreement
to the contrary  notwithstanding  and except as set forth below, in the event it
shall be  determined  that any  payment or  distribution  by Sonat to or for the
benefit of  Executive,  or any benefit,  arrangement  regarding  the exercise or
vesting of options,  restricted  stock,  or other  securities of Sonat, or other
plan,  agreement or arrangement  regarding a change of control of Sonat (whether
determined pursuant to the terms of this Agreement or otherwise,  but determined
without  regard to any additional  payments  required under this Section 6) (any
such payment,  distribution,  benefit,  arrangement,  plan,  or agreement  being
referred  to as a  "Payment")  would be subject  to the  excise  tax  imposed by
Section 4999 of the Code or any interest or penalties  are incurred by Executive
with  respect  to such  excise  tax (such  excise  tax,  together  with any such
interest and penalties,  are hereinafter collectively referred to as the "Excise
Tax"),  then  Executive  shall be entitled to receive an  additional  payment (a
"Gross-Up  Payment")  in an amount such that after  payment by  Executive of all
federal,  state, local,  employment and payroll taxes (including any interest or
penalties imposed with respect to such taxes),  including,  without  limitation,
any federal,  state,  local,  employment and payroll taxes (and any interest and
penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up
Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise
Tax imposed upon the Payments.  Notwithstanding the foregoing provisions of this
Section 6(a), if it shall be determined that Executive is entitled to a Gross-Up
Payment,  but that  Executive,  after  taking into  account the Payments and the
Gross-Up Payment,  would not receive a net after-tax benefit of at least $50,000
(taking into account both federal,  state,  local,  employment and payroll taxes
and any Excise  Tax) as  compared to the net  after-tax  proceeds  to  Executive
resulting  from an  elimination  of the Gross-Up  Payment and a reduction of the
Payments,  in the aggregate,  to an amount (the "Reduced  Amount") such that the
receipt of  Payments  would not give rise to any Excise  Tax,  then no  Gross-Up
Payment shall be made to Executive and the Payments, in the aggregate,  shall be
reduced to the Reduced Amount.

         (b)  Subject to the  provisions  of Section  6(c),  all  determinations
required to be made under this Section 6, including  whether and when a Gross-Up
Payment is required and the amount of such Gross-Up  Payment and the assumptions
to be utilized in arriving at such determination, shall be made by Ernst & Young
LLP or such other  certified  public  accounting  firm as may be  designated  by
Executive  (the  "Accounting  Firm"),  which shall provide  detailed  supporting
calculations  both to Sonat and Executive within 15 business days of the receipt
of notice from  Executive  that there has been a Payment or such earlier time as
is  requested  by Sonat.  In the event  that the  Accounting  Firm is serving as
accountant or auditor for the individual,  entity or group effecting a Change of
Control,  Executive shall appoint another nationally  recognized accounting firm
to make the determinations  required hereunder (which accounting firm shall then
be referred to as the Accounting Firm  hereunder).  All fees and expenses of the
Accounting  Firm shall be borne solely by Sonat.  Any Gross-Up  Payment shall be
paid by Sonat to  Executive  within five days of the  receipt of the  Accounting
Firm's determination.  Any determination by the Accounting Firm shall be binding
upon Sonat and Executive.  As a result of the  uncertainty in the application of
Section  4999  of the  Code  at the  time of the  initial  determination  by the
Accounting Firm hereunder,  it is possible that Gross-Up Payments which will not
have been made by Sonat should have been made ("Underpayment"),  consistent with
the calculations required to be made hereunder. In the event that Sonat exhausts
its remedies  pursuant to Section 6(c) and  Executive  thereafter is required to
make a payment of any Excise Tax, the Accounting Firm shall determine the amount
of the  Underpayment  that  has  occurred  and any  such  Underpayment  shall be
promptly paid by Sonat to or for the benefit of Executive.

         (c)  Executive  shall  notify  Sonat  in  writing  of any  claim by the
Internal Revenue Service that, if successful, would require the payment by Sonat
of a Gross-Up Payment.  Such notification  shall be given as soon as practicable
but no later than ten  business  days after  Executive is informed in writing of
such claim and shall  apprise  Sonat of the nature of such claim and the date on
which such claim is  requested  to be paid.  Executive  shall not pay such claim
prior to the  expiration  of the 30-day  period  following  the date on which it
gives such notice to Sonat (or such shorter  period  ending on the date that any
payment of taxes with respect to such claim is due). If Sonat notifies Executive
in writing  prior to the  expiration  of such  period that it desires to contest
such claim, Executive shall:

                  (i)  give Sonat any information  reasonably requested by Sonat
         relating to such claim,

                  (ii) take such action in connection with contesting such claim
         as  Sonat  shall  reasonably  request  in  writing  from  time to time,
         including  without  limitation,  accepting  legal  representation  with
         respect to such claim by an attorney reasonably selected by Sonat,

                  (iii) cooperate with Sonat in good faith in order  effectively
         to contest such claim, and

                  (iv)  permit Sonat to participate in  any proceedings relating
         to such claim;

provided, however, that Sonat shall bear and pay directly all costs and expenses
(including  additional  interest and penalties) incurred in connection with such
contest and shall indemnify and hold Executive harmless,  on an after-tax basis,
for any  Excise  Tax or  federal,  state,  local,  employment  and  payroll  tax
(including  interest and penalties with respect  thereto) imposed as a result of
such representation and payment of costs and expenses. Without limitation on the
foregoing  provisions of this Section 6(c),  Sonat shall control all proceedings
taken in  connection  with such contest  and, at its sole option,  may pursue or
forgo any and all administrative appeals, proceedings,  hearings and conferences
with the taxing  authority in respect of such claim and may, at its sole option,
either  direct  Executive  to pay the tax  claimed  and sue for a  refund  or to
contest the claim in any permissible  manner,  and Executive agrees to prosecute
such contest to a determination before any administrative  tribunal,  in a court
of initial  jurisdiction  and in one or more  appellate  courts,  as Sonat shall
determine;  provided, however, that if Sonat directs Executive to pay such claim
and sue for a  refund,  Sonat  shall  advance  the  amount  of such  payment  to
Executive,  on an  interest-free  basis,  and shall indemnify and hold Executive
harmless on an after-tax basis,  from any Excise Tax or federal,  state,  local,
employment or payroll tax (including interest or penalties with respect thereto)
imposed with respect to such advance or with respect to any imputed  income with
respect to such advance;  and further provided that any extension of the statute
of  limitations  relating to payment of taxes for the taxable  year of Executive
with  respect  to which  such  contested  amount is claimed to be due is limited
solely to such contested  amount.  Furthermore,  Sonat's  control of the contest
shall be limited to issues  with  respect to which a Gross-Up  Payment  would be
payable hereunder,  and Executive shall be entitled to settle or contest, as the
case may be, any other issue raised by the Internal Revenue Service or any other
taxing authority.

         (d) If, after the receipt by  Executive of an amount  advanced by Sonat
pursuant to Section 6(c),  Executive becomes entitled to receive any refund with
respect to such claim,  Executive  shall (subject to Sonat's  complying with the
requirements  of Section  6(c))  promptly pay to Sonat the amount of such refund
(together  with any interest  paid or credited  thereon  after taxes  applicable
thereto).  If,  after the receipt by  Executive  of an amount  advanced by Sonat
pursuant to Section 6(c), a  determination  is made that Executive  shall not be
entitled  to any  refund  with  respect  to such claim and Sonat does not notify
Executive in writing of its intent to contest such denial of refund prior to the
expiration  of 30 days  after such  determination,  then such  advance  shall be
forgiven  and shall not be required to be repaid and the amount of such  advance
shall offset, to the extent thereof,  the amount of Gross-Up Payment required to
be paid.

         7. Term of Agreement.  This Agreement shall terminate on July 31, 1999;
provided,  however, that this Agreement shall automatically renew for successive
one-year  terms unless the Board of Directors  notifies  Executive in writing at
least 30 days  prior to a July 31  expiration  date  that it does not  desire to
renew the Agreement for an additional  term. This Agreement shall also terminate
if and when the Executive Compensation Committee determines that Executive is no
longer a key executive  for purposes of being a party to an executive  severance
agreement  with  Sonat and so  notifies  Executive  in  writing.  The  preceding
provisions  of this Section 7 to the contrary  notwithstanding,  this  Agreement
shall not  terminate  (i) within  three  years after a Change of Control or (ii)
during any period of time when Sonat has reason to believe that any third person
has begun a tender or exchange  offer,  circulated a proxy to  stockholders,  or
taken other steps or formulated plans to effect a Change of Control, such period
of time to end when, in the opinion of the Executive Compensation Committee, the
third person has abandoned or terminated his efforts or plans to effect a Change
of Control.

         8. Expenses.  Sonat shall pay or reimburse  Executive for all costs and
expenses,  including,  without  limitation,  court  costs and  attorneys'  fees,
incurred by Executive as a result of any claim, action or proceeding (including,
without  limitation,  a claim,  action or proceeding by Executive against Sonat)
arising out of, or challenging the validity or enforceability of, this Agreement
or any provision  hereof.  Sonat shall pay or reimburse  such costs and expenses
promptly  (and  within  30  days)  after  Executive  has  submitted   supporting
documentation.

         9.       Miscellaneous.

         (a)  Assignment.  No right,  benefit  or  interest  hereunder  shall be
subject to assignment,  anticipation,  alienation,  sale,  encumbrance,  charge,
pledge, hypothecation or set-off in respect of any claim, debt or obligation, or
to execution,  attachment,  levy or similar  process;  provided,  however,  that
Executive may assign any right, benefit or interest hereunder if such assignment
is  permitted  under the terms of any plan or policy  of  insurance  or  annuity
contract governing such right, benefit or interest.

         (b)  Construction  of  Agreement.  Nothing in this  Agreement  shall be
construed  to amend  any  provision  of any  plan or  policy  of  Sonat  and its
subsidiaries.  This  Agreement  is not,  and nothing  herein  shall be deemed to
create, a commitment of continued employment of Executive by Sonat or any of its
subsidiaries.

         (c) Amendment. This Agreement may not be amended, modified or cancelled
except by written agreement of the parties.

         (d) Waiver.  No provision of this  Agreement  may be waived except by a
writing signed by the party to be bound thereby.

                  Executive  may at any time or from  time to time  waive any or
all of the rights and benefits  provided for herein which have not been received
by Executive at the time of such waiver.  In addition,  prior to the last day of
the calendar year in which Executive's  Termination occurs,  Executive may waive
any or all rights and benefits  provided for herein which have been  received by
Executive; provided that prior to the end of such year Executive repays to Sonat
(or, if the benefit was received  from an employee  benefit plan trust,  to such
trust) the amount of the benefit received  together with interest thereon at the
minimum rate required to avoid imputed income.  Any waiver of benefits  pursuant
to this paragraph shall be irrevocable.  If Executive  waives a right or benefit
provided  for herein  and such  waiver is  determined  by the  Internal  Revenue
Service not to be  effective,  Sonat shall  indemnify  Executive for any federal
income and excise taxes Executive incurs as a result of that  determination,  so
as to put Executive in the position  Executive would have been in had the waiver
been given effect.

         (e)  Severability.  In the event that any  provision or portion of this
Agreement shall be determined to be invalid or unenforceable for any reason, the
remaining  provisions of this Agreement shall remain in full force and effect to
the fullest extent permitted by law.

         (f)  Successors.  This Agreement shall be binding upon and inure to the
benefit of Executive and  Executive's  personal  representative  and heirs,  and
Sonat and any successor  organization  or  organizations  which shall succeed to
substantially  all of the business  and  property of Sonat,  whether by means of
merger,  consolidation,  acquisition of substantially all of the assets of Sonat
or otherwise, including by operation of law.

         (g) Taxes. Any payment or delivery  required under this Agreement shall
be subject to all  requirements  of the law with regard to withholding of taxes,
filing,  making of reports and the like, and Sonat shall use its best efforts to
satisfy promptly all such requirements.

         (h) Governing  Law. This  Agreement  shall be governed and construed in
accordance with the laws of the State of Delaware.

         (i) Entire  Agreement.  This Agreement sets forth the entire  agreement
and  understanding  of the parties  hereto with  respect to the matters  covered
hereby,  and  incorporates  into one document any previous  severance  agreement
executed by the parties and all amendments thereto as of the date hereof.

         IN WITNESS  WHEREOF,  the parties have executed this  Agreement as July
23, 1998.


                                       SONAT INC.



                              By:
                                       Vice President - Human Resources and
                                       Secretary




                                       Ronald L. Kuehn, Jr.