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                                                                 EXHIBIT 10(d)-5


                                     3/26/98
                            NNS SETTLEMENT AGREEMENT
                                 BY AND BETWEEN
                        KOCH GATEWAY PIPELINE COMPANY AND
                         MOBILE GAS SERVICE CORPORATION



This Agreement is made this 26th day of March, 1998, by and between Koch Gateway
Pipeline Company ("Koch") and Mobile Gas Service Corporation ("MGS").

WHEREAS, Koch and MGS have agreements relating to No Notice Service ("NNS") that
will expire by their own terms on March 31, 1999, including Koch contact no.
14530 ("NNS Contract") and Koch Contract nos. 14478 and 14528 ("NNS SCO
Contracts"); and

WHEREAS, pending before the Federal Energy Regulatory Commission is Docket No.
97-373 in which rates and other terms for NNS are disputed and the outcome of
which is uncertain; and

WHEREAS, Koch and MGS desire to resolve amicably all disputes between them as to
NNS and to provide for NNS after March 31, 1999; and

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged, and in consideration of the promises and mutual
covenants and agreements contained herein, Koch and MGS agree as follows:

1) The terms and conditions of the settlement reached between Koch and its two
part NNS Customers ("NNS Customers") in Docket No. RP94-120 shall continue
through March 31, 1999.

2) Subject to the other provisions of this agreement, MGS shall extend its
existing two part NNS Contract for a term beginning April 1, 1999 through March
31, 2002, which shall be the term of this Agreement.

3) For the term of this Agreement and subject to any rate modifications in
Paragraphs 9 and 10, below, the demand charge for MGS's two part NNS Contract
shall be the lesser of $6.38 per MMBtu or the maximum applicable tariff rate(s)
in effect during the term of this Agreement. In addition to the demand charges
set forth herein, MGS shall pay the maximum commodity rate, all applicable
surcharges and the maximum fuel retention levels as set forth in Koch's FERC Gas
Tariff. Provided however, the 100% load factor rate, between primary receipts
and delivery points shall not exceed $0.23 per MMBtu (demand and commodity) plus
fuel and all applicable 


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surcharges. Provided further, the 100% load factor rates may increase pursuant
to Paragraph 15 (B) if MGS utilizes supplemental receipt points.

4) On March 31, 1999, MGS's existing NNS SCO Contracts with Koch shall expire.
These NNS-SCO Contracts currently have a MDQ of 6,870. MGS will not renew these
contracts, nor add the delivery points under these SCO contracts to its two part
NNS Contract which serves Whistler Junction, as well as other delivery points.

5) Effective on April 1, 1999 MGS shall increase its MDQ under its two part NNS
Contract to 24,000 MMBtu per day. During the term hereof, MGS will serve only
those delivery points which it is currently serving under its two part NNS
Contract as of the date of this Agreement.

6) Notwithstanding Paragraph 5, above, on or after April 1, 1999, MGS can add a
new delivery point with an MDQ of 2,000 MMBtu/d or less to their two part NNS
Contract to serve a future interconnect to be located at Baldwin County, Alabama
("Baldwin delivery point") without increasing their NNS MDQ above 24,000
MMBtu/d. Provided however, MGS can add additional MDQ to the Baldwin delivery
point in excess of 2,000 MMBtu/d to the extent they increase their overall NNS
contract MDQ by at least the same amount. The rate for such additional MDQ will
be the rate stated in Paragraph 3.

7) Subject to paragraph 6 above, to the extent MGS desires to serve delivery
points not currently being served under its two part NNS Contract, then MGS
shall submit a valid request for service and enter into a new two part NNS
agreement to serve those points. During the term hereof, the demand rate for
delivery points which will be used to serve loads which were not previously
served using transportation on Koch shall be $6.38; the rate for delivery points
which were previously served through NNS SCO on Koch shall be $6.38, and MGS
shall convert 100% of that NNS SCO MDQ to two-part NNS MDQ; the rate and all
other applicable terms and conditions for all other delivery points will be
subject to negotiation and shall not be covered by the Settlement as amended
herein.

8) If MGS suffers from a bypass which originates from Koch's pipeline shall have
the right to reduce its MDQ as follows. In the event a third party builds
facilities to KGPC or has Koch build such facilities and bypasses MGS to serve
an existing load currently served by that MGS under its NNS contracts, then Koch
shall allow MGS to reduce its NNS MDQ by an amount equal to the peak day volume
of the bypassed load during the last 12 months for interruptible loads, or the
NNS MDQ allocated by MGS to serve the load, if firm. Such NNS reduction may
become effective immediately upon commencement of bypass flows and can be
exercised up to 12 months following the commencement of bypass flows. In
addition and contemporaneously with its offer to 


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other party(s), Koch will offer MGS the same service, terms, conditions and rate
to its city gate which Koch offered to any other party(s) to serve that
particular bypassed load. If MGS experiences a load reduction as a result of a
bypass initiated by Koch or Koch's marketing affiliate that results in an actual
reduction in the load being served by a NNS contract, then MGS shall be entitled
to reduce its annual MDQ by a percentage not to exceed the percentage reduction
in MGS's total annual throughput that resulted from the bypass. Such NNS
reduction may become effective immediately upon commencement of bypass flows and
can be exercised up to 12 months following the commencement of bypass flows.

9) In the event MGS is required by its regulatory authority to unbundle its
merchant function and provide open access transportation to delivery points on
its system(s):

     A.   MGS shall make a good faith effort to require that those parties
          which, through the unbundling process take over all or part of MGS's
          merchant service business, will take assignment of their respective
          portions of MGS's MDQ. All assignments shall be subject to all of the
          terms of this Agreement.

     B.   In the event a third party assumes the responsibility to serve all or
          part of MGS's load which was previously supplied under MGS's NNS
          contract on Koch ("assigned load"), then MGS may (a) assign that
          portion of its NNS contract to that third party, or (b) to the extent
          the loss of that load results in the demand charge for that portion of
          MGS's Koch NNS contract becoming a stranded cost, then MGS shall have
          the right to cancel a portion of its NNS MDQ equal to the peak day
          requirement of that assigned load. MGS shall use best efforts to
          provide Koch 6 months prior written notice for any such contract
          reductions. Such reductions shall be effective on the date gas is
          first delivered by an alternative supplier. If this reduction was the
          result of a proceeding before a body which regulates MGS, then MGS
          shall provide Koch with timely written notice so that it has the
          opportunity to participate in that proceeding. MGS shall use its best
          efforts, in any such proceeding, to insure that its contract with Koch
          will not take the full impact of any such reduction but will endeavor
          to insure that the contract reductions are spread evenly among all its
          transportation contracts. Finally, to the extent a reduction in MDQ
          occurs pursuant to the terms of this paragraph and the revenue earned
          by Koch from any replacement transportation contract is less than what
          Koch received  under its NNS agreement for this portion of MGS's MDQ,
          then the NNS rate for the remaining MDQ will be increased by an
          amount, up to the rate set forth in Paragraph 12, necessary to insure
          that Koch's revenues remain unchanged. If the revenues earned by Koch
          from any replacement transportation contract are more than what Koch
          received


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          under its NNS agreement for this portion of MGS's MDQ, then the NNS
          rate for the remaining MDQ will be decreased by an amount necessary to
          insure that Koch's revenues remain unchanged.


10) In the event MGS is prohibited by its regulatory authority from recovering
in its rates the cost for a portion of their MDQ on Koch based on the conclusion
of its regulator that MGS's MDQ is in excess of its peak day needs, then MGS
shall have the right to reduce its NNS MDQ to a level that it can recover in
their rates. This reduction shall be effective prospectively beginning on the
date a final order disallowing recovery of the NNS demand charges is issued.
Before this provision can become effective MGS must notify timely Koch in
writing that this issue is pending before a regulatory authority so that Koch
can participate in that proceeding. In addition MGS must use its best efforts to
prevent its contract with Koch from taking more than a proportionate reduction
in MDQ during these proceedings. Finally, to the extent a reduction in MDQ
occurs pursuant to the terms of this paragraph and the revenue earned by Koch
from any replacement transportation contract is less than what Koch received
under its NNS agreement for this portion of MGS's MDQ, then the NNS rate for the
remaining MDQ will be increased by an amount, up to the rate set forth in
Paragraph 10, necessary to insure that Koch's revenues remain unchanged. If the
revenues earned by Koch from any replacement transportation contract are more
than what Koch received under its NNS agreement for this portion of MGS's MDQ,
then the NNS rate for the remaining MDQ will be decreased by an amount necessary
to insure that Koch's revenues remain unchanged.

11) MGS agrees not to oppose any overall settlement in Docket No. RP97-373 which
is acceptable to both Koch and the Commission Trial Staff that includes a
postage stamp rate design for NNS. In addition, MGS agrees to file comments in
support of a stipulation and agreement filed with the Commission that reflects
the provisions of this agreement. Upon execution of a joint stipulation and
agreement by Koch, Trial Staff, and all of the parties which support the
settlement, and upon certification of that joint stipulation and agreement to
the Commission and suspension of the procedural schedule in this docket, MGS
shall conditionally withdraw their opposition to the positions which Koch has
taken in this docket (including any testimony which opposes any aspect of Koch's
case) subject to Commission approval of said stipulation and agreement in a
final order. At the same time, and under the same circumstances described above,
Koch shall conditionally withdraw its testimony supporting zoned NNS rates and
advocate the utilization of a postage stamp rate design for NNS rates during the
Contract Extension. Upon approval of the stipulation and agreement without
modifications by the Commission in a final order, the referenced testimony of
Koch shall be deemed withdrawn. In the event the Commission rejects the
stipulation and agreement, or modifies it in a manner that is unacceptable to
either Koch or MGS, then the referenced testimony shall not be deemed withdrawn
and both Koch and MGS shall be free to pursue such testimony in any future
proceedings in this docket.



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12) With respect to rate changes pursuant to Paragraph 9 and 10, the NNS demand
charge rate shall be capped (exclusive of applicable surcharges, fuel and
supplemental transportation charges) at a rate of $7.05 and a maximum 100% load
factor NNS rate of $.24 per MMBTU until Koch files a section 4 rate case in
which new NNS rates are established.

13) MGS shall not file a Section 5 proceeding at the FERC which will have the
effect of reducing Koch's rates during the term of this Agreement. MGS is not
prohibited from filing a Section 5 Proceeding with respect to any other matters.
MGS shall, however, have the right to litigate any and all issues raised in any
proceedings before the FERC filed by Koch and any other party during the term of
this Agreement. Neither Koch nor MGS shall during the term of this Agreement
take any action that would frustrate or prejudice the provisions of this
Agreement. Nothing herein prohibits Koch from filing a Section 4 during the term
hereof, for which MGS shall have full opposition rights.

14) Receipt points and the use of supplemental points.

     A.   The primary receipt point restrictions contained in the currently
          effective Settlement shall stay in place during the term of this
          Agreement.

     B.   Supplemental Points: Koch shall charge the rate set forth in Paragraph
          3 (i.e., no additional charges) for any supplemental receipt points
          that are located (i) in the same zone as the original primary receipt
          point(s) which were replaced by those supplemental points, or (ii) in
          the zone of the primary NNS delivery point(s). The higher of the rate
          set forth in Paragraph 3 or the maximum applicable FTS tariff rates,
          on a 100% load factor basis, shall be charged for the path between all
          other supplemental receipts.

     C.   MGS shall not oppose any filing made by Koch which would incorporate
          this aspect of this Agreement into its tariff.

15) During the term of this Agreement Koch will not (a) seek to modify any
provisions of the NNS Service Agreements and Rate Schedule without prior
approval of MGS, such approval shall not be unreasonably withheld, or (b) seek
to make deliveries to MGS's city gates subject to market based rate services, to
the extent those deliveries are being transported under MGS own transportation
contract and not the contract of another shipper including MGS's affiliated
companies.

16) At the end of the term of this Agreement, MGS shall have the right to extend
their NNS Contract for an additional term of three years at an MDQ equal to or
greater than the MDQ originally subscribed by MGS on 4/1/99, at a rate(s) that
will provide annual revenue to Koch equal to the MSRR. If MGS elects to extend
its NNS Contract then 


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Koch and it will agree to all of the terms of this Agreement, subject to that
higher rate. This right to extend at the rate set forth in this paragraph shall
continue until Koch files its next Section 4 rate case and the terms of any such
extension shall terminate once Koch implements new rates. This provision of this
Agreement can not be assigned.

As used in the previous paragraph "MSRR" is the sum of the twelve monthly
amounts that would result if the lesser of $6.85 or the maximum applicable
tariff NNS rate(s) ultimately approved in RP97-373 as well as the commodity
rates ultimately approved in RP97-373 were applied to the MDQ to be extended,
above. MSRR amounts shall include only demand and commodity charges for NNS, and
shall exclude fuel and other applicable charges.

17) If and to the extent Koch offers a discounted transportation rate to any
party for gas deliveries to a city gate of MGS or an existing customer of MGS to
serve a certain market, Koch shall offer a comparable discount (same services,
terms and conditions) to the affected MGS for the same market.

18) If any material aspect of the Joint Stipulation and Agreement filed in
Docket No. RP97-373, is modified by the Commission, then the parties shall have
the option to terminate this Agreement within 30 days of a final FERC order.

19) All rates and services described in this Agreement are subject to the terms
and conditions of Koch's FERC Gas Tariff. Koch shall have no obligation to make
refunds to MGS unless the maximum rate ultimately established by the FERC for
any service described herein is less than the rate paid by MGS under this
Agreement. Koch shall have the unilateral right to file with the appropriate
regulatory authority and make changes effective in the filed rates, charges, and
services in Tariff, including both the level and design of such rates, charges
and services and the general terms and conditions therein.

20) The terms and conditions of this Agreement except those that become a matter
of public record, are confidential and shall not be disclosed to any person or
entity or used by any of the Parties for any purpose except to the extent
required by the valid order of a judicial or regulatory authority. The foregoing
notwithstanding, either Party, with consent of the other, may disclose the terms
and conditions of this Agreement to their respective employees, agents or
affiliates only to the extent necessary for the performance of such employee's,
agent's, or affiliate's duties regarding the execution of this Agreement;
provided, however, that the Party making such disclosure shall take all
reasonable steps to ensure that such employee, agent or affiliate shall maintain
the confidentiality of this Agreement. If either Party is otherwise required to
disclose any of the terms and conditions of this Agreement, such Party shall
first notify the other and shall seek to obtain confidential treatment of this
Agreement consistent with its terms.



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21) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE
STATE OF TEXAS, EXCLUDING ANY PROVISION WHICH WOULD DIRECT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION.

22) This Agreement shall constitute the entire agreement of the parties and may
only be modified by a written agreement if signed by both parties.

23) If any provision is found to be contrary to existing laws or regulations,
then that provision shall be severed from the Agreement and all other aspects of
this Agreement shall be given then full force and effect.




Accepted by,



/s/ RENATO PEREIRA
--------------------------------------------
Koch Gateway Pipeline Co



 Renato Pereira, President
--------------------------------------------
Name, Title



 /s/ GERALD S. KEEN
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Mobile Gas Service Corporation



Gerald S. Keen, Vice President of Operations
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Name, Title

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