Exhibit 10.1

THIS RESTRUCTURING SUPPORT AGREEMENT IS NOT AN OFFER WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF VOTES WITH RESPECT TO A CHAPTER 11 PLAN OF REORGANIZATION. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR, AS APPLICABLE, PROVISIONS OF THE BANKRUPTCY CODE.

AMENDED AND RESTATED RESTRUCTURING SUPPORT AGREEMENT

by and among

STONE ENERGY CORPORATION AND ITS SUBSIDIARIES PARTY HERETO

and

THE UNDERSIGNED CREDITOR PARTIES

dated as of December 14, 2016

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This Amended and Restated Restructuring Support Agreement (together with the exhibits and schedules attached hereto, which include, without limitation, the Term Sheet (as defined below), as each may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof, this “ Agreement ”), dated as of December 14, 2016, is entered into by and among: (i) Stone Energy Corporation (“ Stone ”), Stone Energy Holding, L.L.C. (“ Stone Holdings ”) and Stone Energy Offshore, L.L.C. (“ Stone Offshore ” and, together with Stone and Stone Holdings, each a “ Stone Party ” and collectively, the “ Stone Parties ”); (ii) the holders of notes (the “ Noteholders ”) issued pursuant to: (a) the Indenture dated as of March 6, 2012 (as amended, restated, modified, supplemented or replaced from time to time, the “ Convertible Indenture ”) among Stone, as issuer, Stone Offshore, as subsidiary guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee and (b) the Second Supplemental Indenture dated as of November 8, 2012 to Senior Indenture dated as of January 26, 2010 (as amended, restated, modified, supplemented or replaced from time to time, the “ Senior Indenture ” and, together with the Convertible Indenture, the “ Indentures ”) among Stone, as issuer, Stone Offshore, as subsidiary guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, under each of the Indentures, together with any successor thereto under either or both Indentures, the “ Indenture Trustee ”), that hold claims against the Stone Parties arising on account of the Indentures and the notes issued thereunder, the “ Notes Claims ”), in each case, and that are signatories hereto (collectively, with any Noteholder that may become a party hereto in accordance with Sections 13 and 34 of this Agreement, the “ Consenting Noteholders ”) and (iii) the financial institutions party to the Fourth Amended and Restated Credit Agreement dated as of June 24, 2014 (as amended, restated, modified, supplemented or replaced from time to time, the “ Credit Agreement ”) among Stone, as borrower, such financial institutions, as lenders (the “ Banks ”), Bank of America, N.A., as administrative agent (in such capacity, the “ Bank Agent ”) and issuing bank, Wells Fargo Bank, National Association, Natixis, The Bank of Nova Scotia, Capital One, N.A., and Toronto Dominion (New York) LLC, as co-syndication agents, Regions Bank and U.S. Bank, National Association, as co-documentation agents, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as sole Lead Arranger and Bookrunner, that hold claims against the Stone Parties arising on account of the Credit Agreement (the “ Banks Claims ”), in each case, that are signatories hereto (collectively, with any Bank that may become a party hereto in accordance with Section  13 and 34 of this Agreement, the “ Consenting Banks ”). ¹ This Agreement collectively refers to the Stone Parties, the Consenting Noteholders and the Consenting Banks as the “ Parties ” and each individually as a “ Party . ” Unless otherwise noted, capitalized terms used but not defined herein have the meanings ascribed to them at a later point in this Agreement or in the Term Sheet (as defined herein).

RECITALS

WHEREAS , as of the date of this Agreement, the Banks hold Banks Claims against the Stone Parties in an aggregate principal amount of approximately $341,500,000;

WHEREAS , as of the date of this Agreement, the Noteholders hold Notes Claims against the Stone Parties in aggregate principal amount of approximately $1,075,000,000;

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WHEREAS , on October 20, 2016, the Stone Parties and the Consenting Noteholders entered into that certain Restructuring Support Agreement (together with all exhibits and attachments thereto), as amended by the First Amendment to the Restructuring Support Agreement, dated as of November 4, 2016, the Second Amendment to the Restructuring Support Agreement, dated as of November 9, 2016 and the Third Amendment to the Restructuring Support Agreement, dated as of November 15, 2016 (as amended by such amendments, the “ Existing Restructuring Support Agreement ”);

WHEREAS , on October 20, 2016, Stone entered into a purchase and sale agreement for the sale of the Appalachian Assets (as defined in the Term Sheet) with TH Exploration III, LLC (“ Buyer ”) for a cash purchase price of $360 million (the “ Appalachia PSA ”) subject to adjustment in accordance with the Appalachia PSA;

WHEREAS , (i) in accordance with the terms of the Existing Restructuring Support Agreement, on November 17, 2016, the Debtors commenced solicitation of the Joint Prepackaged Plan of Reorganization of Stone Energy Corporation and its Debtor Affiliates Under Chapter 11 of the Bankruptcy Code (the “ Original Plan ”), reflecting the terms of the Existing Restructuring Support Agreement (including the Term Sheet (as defined therein)) and (ii) the deadline for submitting a ballot containing a vote to accept or reject the Original Plan is December 16, 2016 at 5:00 p.m. (Prevailing Central Time) (the “ Voting Deadline ”)(which Voting Deadline shall also apply to the Plan, as defined below);

WHEREAS , the Stone Parties, the Consenting Noteholders and the Consenting Banks have agreed to enter into this Agreement to amend and restate the Existing Restructuring Support Agreement in its entirety and, among other things, amend the Original Plan pursuant to the First Amended Joint Prepackaged Plan of Reorganization of Stone Energy Corporation and its Debtor Affiliates Under Chapter 11 of the Bankruptcy Code , a copy of which is attached hereto as Exhibit B , the “ Plan ”);

WHEREAS , the Stone Parties will seek to restructure the Banks Claims, the Notes Claims and certain of their other obligations, to cancel the existing equity interests of Stone and to consummate the transactions in accordance with, and subject to the terms and conditions of, the Appalachia PSA (as defined below) and to recapitalize in accordance with the terms provided in the restructuring term sheet attached hereto as Exhibit A (the “ Term Sheet ”) and incorporated herein pursuant to Section  3 of this Agreement through jointly-administered voluntary cases commenced by the Stone Parties (the “ Chapter 11 Cases ”) under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101–1532 (as amended, the “ Bankruptcy Code ”), in the United States Bankruptcy Court for the Southern District of Texas (the “ Bankruptcy Court ”) pursuant to the Plan (the “ Restructuring Transactions ”);

WHEREAS , each of the Parties has reviewed, or has had the opportunity to review, the Term Sheet and this Agreement with the assistance of legal and financial advisors of its own choosing; and

WHEREAS , subject to the commitments of the Stone Parties set forth in this Agreement regarding the Restructuring Transactions, each Consenting Noteholder and each Consenting Bank desires to support and vote to accept the Restructuring Transactions, and the Stone Parties desire to obtain the commitment of the Consenting Noteholders and the Consenting Banks to support and vote to accept the Restructuring Transactions, in each case subject to the terms and conditions set forth herein.

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NOW, THEREFORE , in consideration of the promises, mutual covenants, and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the Parties, intending to be legally bound, hereby agrees as follows:

AGREEMENT

1.     RSA Effective Date . This Agreement shall become effective, and the obligations contained herein shall become binding upon the Parties, upon the first date (such date, the “ RSA Effective Date ”) that each of the following conditions shall have been satisfied:

2.     Form of Restructuring Transactions . The Stone Parties shall, as soon as practicable but subject to the satisfaction or waiver of the conditions precedent contained in the Definitive Documentation, effectuate the Restructuring Transactions through confirmation and consummation of the Plan and the execution and delivery of the Definitive Documentation, in each case on terms and conditions consistent with the Term Sheet, in the Chapter 11 Cases.

3.     Exhibits and Schedules Incorporated by Reference . Each of the exhibits and schedules attached hereto (including, without limitation, the Term Sheet) and each of the schedules to such exhibits (collectively, the “ Exhibits and Schedules ”) is expressly incorporated herein and made a part of this Agreement, and all references to this Agreement shall include the Exhibits and Schedules. In the event of any inconsistency between this Agreement (without reference to the Exhibits and Schedules) and the Exhibits and Schedules, this Agreement (without reference to the Exhibits and Schedules) shall govern and control to the extent of such inconsistency except that, in the event of any inconsistency between this Agreement and the Term Sheet, the Term Sheet shall govern and control.

4.     Definitive Documentation .

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5.     Mutual Agreement of the Parties to Support the Restructuring Transactions . Each of the Parties to this Agreement agrees, severally and not jointly, from the RSA Effective Date until the occurrence of a Termination Date (as defined in Section  12 of this Agreement) applicable to such Party, to:

6.     Commitments of Consenting Noteholders and Consenting Banks . Subject to Section 12(b) , each Consenting Noteholder agrees, severally and not jointly, as applicable, and each Consenting Bank agrees, severally and not jointly, as applicable, from the RSA Effective Date until the occurrence of a Termination Date (as defined in Section  12(a) of this Agreement), with respect to the Consenting Noteholders, and until the occurrence of a Consenting Bank Termination Event (as defined in Section 12(b) of this Agreement) with respect to the Consenting Banks, so long as it remains the legal owner, beneficial owner and/or investment advisor or manager of or with power and/or authority to bind any Notes or Banks Claims (provided that, any transfer of Notes or Banks Claims is made in accordance with Section  13 herein), to:

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Notwithstanding the foregoing, nothing in this Agreement, and neither a vote to accept the Plan by any Consenting Noteholder or Consenting Bank, nor the acceptance of the Plan by any Consenting Noteholder or Consenting Bank shall: (w) be construed to limit consent and approval rights provided in this Agreement and the Definitive Documentation; (x) be construed to prohibit any Consenting Noteholder or Consenting Bank from contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement, or exercising rights or remedies specifically reserved herein; (y) be construed to prohibit any Consenting Noteholder or Consenting Bank from appearing as a party-in-interest in any matter to be adjudicated in the Chapter 11 Cases, so long as such appearance and the positions advocated in connection therewith are not inconsistent with this Agreement and are not for the purpose of hindering, delaying, or preventing the consummation of the transactions contemplated in, subject to the terms and conditions of, the Appalachia PSA and consummation of the Restructuring Transactions; or (z) impair or waive the rights of any Consenting Noteholder or Consenting Bank to assert or raise any objection expressly permitted under this Agreement in connection with any hearing in the Bankruptcy Court, including, without limitation, any hearing on confirmation of the Plan. For the avoidance of doubt and notwithstanding the foregoing, nothing in this Agreement shall or shall be deemed to limit the rights of the Stone Parties set forth in the Appalachia PSA (including sections 7.04(b), 7.16(b) and 11.01(h), but subject to section 3.02(e), thereof) to conduct a marketing and auction process for the assets subject to the Appalachia PSA if required by the Bankruptcy Court, terminate the Appalachia PSA and select an Alternative Bid (as defined in the Appalachia PSA, an “ Alternative Bid ”), and the obligations of the Consenting Noteholders pursuant to this Agreement in respect of the Appalachia PSA and the transactions contemplated therein are expressly subject to the right of the Consenting Noteholders to consider any unsolicited offer or inquiry presented to a Consenting Noteholder or the Stone Parties, engage in discussions with the party submitting such unsolicited offer or inquiry and the Stone Parties in respect thereof (including by furnishing confidential information with respect to the assets subject to the Appalachia PSA or permitting access to such assets or the books and records of the Stone Parties) and, if such unsolicited offer or inquiry is determined in good faith by the Required Consenting Noteholders, after seeking the advice of outside legal counsel, to be superior to the transactions contemplated in the Appalachia PSA for the purpose of maximizing the value of the assets of the Stone Parties, seek an order or directive from the Bankruptcy Court requiring the Stone Parties to conduct a further marketing process and/or a competitive auction for the assets subject to the Appalachia PSA, and, if the result of such marketing and/or auction process is a higher or otherwise better offer as compared to the Appalachia PSA (including as the same may have been proposed to be modified by the Buyer with respect thereto) in the determination of the Required Consenting Noteholders, to support approval of such higher or otherwise better offer by the Bankruptcy Court and termination of the Appalachia PSA by the Stone Parties pursuant to section 11.01(h) thereof. The Consenting Noteholders, on the one hand, and the Stone Parties, on the other hand, as the case may be, shall promptly, and no later than three (3) Business Days following receipt of an unsolicited offer or inquiry with respect to the assets subject to the Appalachia PSA, notify legal counsel to the other and, in the case of the Consenting Noteholders, Buyer (as defined in the Appalachia PSA) of the receipt and material terms of such offer or inquiry.

7.     Commitment of the Stone Parties . Each of the Stone Parties agrees, from the RSA Effective Date until the occurrence of a Termination Date, to:

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Notwithstanding anything to the contrary herein, the Stone Parties shall be entitled, at any time prior to the entry by the Bankruptcy Court of the Confirmation Order, to accept or pursue (but

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not to solicit or initiate of its own accord): (i) a competing plan of reorganization or other financial and/or corporate restructuring of the Stone Parties; (ii) the issuance, sale or other disposition of any equity or debt interests, or any material assets, of the Stone Parties; or (iii) a merger, consolidation, business combination, liquidation, recapitalization, any debt or equity financing or refinancing, or similar transaction involving the Stone Parties (each, an “ Alternative Transaction ”), in each case to the extent the Board of Directors of Stone determines, after seeking the advice of outside legal counsel and outside financial advisors, in good faith, and consistent with their fiduciary duties, that (i) such Alternative Transaction best maximizes value for the Stone Parties and their stakeholders, and (ii) proceeding with the Plan and Restructuring Transactions would be inconsistent with the Board of Directors of Stone’s applicable fiduciary duties, and provided that the Stone Parties shall have first exercised their right in accordance with Section 9.(c) of this Agreement to declare a Company Termination Event prior to the date on which the Stone Parties enter into a definitive agreement in respect of such an Alternative Transaction or make a public announcement regarding their intention to do so. The Stone Parties shall give the legal counsel to the Consenting Noteholders and legal counsel to the Consenting Banks not less than three (3) Business Days’ prior written notice before the termination of this Agreement in accordance with Section 9.(c) of this Agreement. At all times prior to the date on which the Stone Parties enter into a definitive agreement in respect of such an Alternative Transaction or make a public announcement regarding their intention to do so, the Stone Parties shall (x) provide a copy of any written offer or proposal (and notice of any oral offer or proposal) for such Alternative Transaction within three (3) Business Days ⁴ of the Stone Parties’ or their advisors’ receipt of such offer or proposal received to the legal counsel to and the financial advisors to the Consenting Noteholders and the Consenting Banks and (y) provide such information to the advisors to the Consenting Noteholders and the Consenting Banks regarding such discussions (including copies of any materials provided to such parties hereunder) as necessary to keep the Consenting Noteholders and Consenting Banks contemporaneously informed as to the status and substance of such discussions.

8.     Consenting Noteholder and Consenting Bank Termination Events . The Required Consenting Noteholders shall have the right, but not the obligation, upon written notice to the other Parties, to terminate the obligations of the Consenting Noteholders under this Agreement upon the occurrence of any of the following events (a “ Consenting Noteholder Termination Event ”), and the Required Consenting Banks shall have the right, but not the obligation, upon written notice to the other Parties, to terminate the obligations of the Consenting Banks under this Agreement upon the occurrence of any of the following events (a “ Consenting Bank Termination Event ”), unless waived, in writing, separately by each of the Required Consenting Noteholders and Required Consenting Banks, as applicable, on a prospective or retroactive basis:

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(w)

(i)solely with respect to the Required Consenting Noteholders, if the Estimated Payment Obligations, calculated by the Required Consenting Noteholders, in their reasonable discretion, exceed or would be reasonably expected to exceed an amount acceptable to the Required Consenting Noteholders, in their sole discretion; and

(ii) solely with respect to the Required Consenting Banks, if the Estimated Payment Obligations, calculated by the Required Consenting Banks, in their reasonable discretion, exceed or would be reasonably expected to exceed an amount acceptable to the Required Consenting Banks, in their sole discretion, provided, however , that the right of the Required Consenting Banks to exercise the termination rights described in this Section  8(w)(ii) are

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exercisable only if the Estimated Payment Obligations, calculated by the Required Consenting Banks, in their reasonable discretion, exceed or are reasonably expected to exceed $15 million.

Absent a finding of manifest error, the calculation of the Estimated Payment Obligations by the Required Consenting Noteholders or the Required Consenting Banks, as applicable, shall be final and binding on the Parties with respect to this Section8(w) . The Stone Parties shall provide such assistance in good faith as reasonably requested by the Consenting Noteholders and the Consenting Banks in the calculation of the Estimated Payment Obligations;

9.     The Stone Parties ’ Termination Events . The Stone Parties shall have the right, but not the obligation, upon written notice to the Consenting Noteholders and the Consenting Banks, to terminate their obligations (jointly) under this Agreement upon the occurrence of any of the following events (each a “ Company Termination Event ,” and together with the Consenting Noteholder Termination Events and the Consenting Bank Termination Events, the “ Termination Events ”), unless waived, in writing, by the Stone Parties on a prospective or retroactive basis:

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10.     Individual Termination . Any Consenting Noteholder or any Consenting Bank may terminate this Agreement as to itself only, upon written notice to the other Parties, in the event that: (a) such Consenting Noteholder or such Consenting Bank has transferred all (but not less than all) of its Notes Claims or Banks Claims, as applicable, in accordance with Section  13 of this Agreement (such termination shall be effective on the date on which such Consenting Noteholder or Consenting Bank has effected such transfer, satisfied the requirements of Section  13 and provided the written notice required above in this Section  10 ); or (b) this Agreement is amended without its consent in such a way as to alter any of the material terms hereof in a manner that is disproportionately adverse to such Consenting Noteholder or such Consenting Bank as compared to similarly situated Consenting Noteholders or Consenting Banks, by giving ten (10) Business Days’ written notice to the Stone Parties and the other Consenting Noteholders or other Consenting Banks; provided , that such written notice shall be given by the applicable Consenting Noteholder or applicable Consenting Bank within five (5) Business Days of such amendment, filing, or execution.

11.     Mutual Termination; Automatic Termination . Notwithstanding anything in this Agreement to the contrary, this Agreement shall terminate automatically and all of the obligations of

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the Parties hereunder shall be of no further force or effect in the event that: (i) the Restructuring Transactions are consummated in accordance with this Agreement and the Term Sheet; (ii) the Restructuring Transactions are not consummated in accordance with this Agreement and the Term Sheet by the one-hundredth (100 ^th ) calendar day after the Petition Date, as such date may be extended upon joint written notice by the Required Consenting Noteholders and Required Consenting Banks to the Company to such later date as indicated thereby; or (iii) the Stone Parties, Required Consenting Banks and the Required Consenting Noteholders mutually agree to such termination in writing.

12.     Effect of Termination .

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13.     Transfers of Claims and Interests .

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14.     Further Acquisition of Claims or Interests . Except as expressly set forth in Section  13 of this Agreement, nothing in this Agreement shall be construed as precluding any Consenting Noteholder or Consenting Bank from acquiring additional claims against or interests in any Stone Parties; provided , however , that any such claims or interests shall automatically be subject to the terms and conditions of this Agreement. Upon any such further acquisition by a Consenting Noteholder or Consenting Bank, such Consenting Noteholder or such Consenting Bank shall promptly notify in writing the Stone Parties, legal counsel to the Consenting Banks and legal counsel to the Noteholder Committee (as defined below).

15.     Fees and Expenses . The Stone Parties shall pay or reimburse all fees, costs and expenses (regardless of whether such fees, costs and expenses were incurred before or after the Petition Date) of the Bank Agent and each of the Consenting Banks as provided for under the Credit Agreement; provided , however , that all outstanding invoices of the Bank Agent’s and each of the Consenting Bank’s professionals and advisors shall be paid in full immediately prior to the Petition Date. Subject to Section  12 of this Agreement, the Stone Parties shall pay or reimburse all reasonable and documented fees and out-of-pocket expenses (regardless of whether such fees and expenses were incurred before or after the Petition Date and in each case, in accordance with (and when due under) any applicable engagement letter or fee reimbursement letter with the Stone Parties)

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of the following professionals and advisors to an ad hoc committee of Noteholders (the “ Noteholder Committee ”): (a) Akin Gump Strauss Hauer & Feld LLP and one local law firm, as legal counsel to the Noteholder Committee, and (b) Intrepid Financial Partners, L.L.C., as the financial advisor retained on behalf of the Noteholder Committee; provided , however , that all outstanding invoices of the Noteholder Committee’s professionals and advisors shall be paid in full immediately prior to the Petition Date. ⁶

16.     Consents and Acknowledgments . Each Party irrevocably acknowledges and agrees that this Agreement is not and shall not be deemed to be a solicitation for consents to the Plan. The acceptance of the Plan by each of the Consenting Noteholders and each Consenting Bank has been solicited pursuant to the Disclosure Statement and related ballots in accordance with applicable law, and subject to sections 1125, 1126, and 1127 of the Bankruptcy Code. This Agreement does not constitute, and shall not be deemed to constitute, an offer for the purchase, sale, exchange, hypothecation, or other transfer of securities for purposes of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or any other federal, state, or provincial law or regulation.

17.     Representations and Warranties .

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18.     Survival of Agreement . Each of the Parties acknowledges and agrees that this Agreement is being executed in connection with negotiations concerning a financial restructuring of the Stone Parties and in contemplation of chapter 11 filings by the Stone Parties, and the exercise of the rights granted in this Agreement after the commencement of the Chapter 11 Cases shall not be a violation of the automatic stay provisions of section 362 of the Bankruptcy Code.

19.     Settlement . This Agreement and the Restructuring Transactions are part of a proposed settlement of matters that could otherwise be the subject of litigation among the Parties.

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Nothing herein shall be deemed an admission of any kind. Pursuant to Federal Rule of Evidence 408, any applicable state rules of evidence and any other applicable law, foreign or domestic, this Agreement, the exhibits attached hereto, the Plan, and all negotiations relating thereto shall not be admissible into evidence in any proceeding other than a proceeding to enforce the terms of this Agreement or the exhibits attached hereto (as applicable).

20.     Relationship Among Parties . Notwithstanding anything herein to the contrary, the duties and obligations of the Consenting Noteholders and the Consenting Banks under this Agreement shall be several, not joint, with respect to each Consenting Noteholder and each Consenting Bank. No Party shall have any responsibility by virtue of this Agreement for any trading by any other entity, and it is hereby expressly acknowledged by the Consenting Noteholders and the Consenting Banks, on the one hand, and the Stone Parties, on the other, that they are in privity with each other and that no Consenting Noteholder is in privity with any other Consenting Noteholder or any Consenting Bank, and no Consenting Bank is in privity with any other Consenting Bank or any Consenting Noteholder, in connection with this Agreement or any of the transactions contemplated hereby. The Consenting Noteholders represent and warrant that as of the date hereof and for so long as this Agreement remains in effect, the Consenting Noteholders have no agreement, arrangement, or understanding with respect to acting together for the purpose of acquiring, holding, voting, or disposing of any equity securities of the Stone Parties. The Consenting Banks represent and warrant that as of the date hereof and for so long as this Agreement remains in effect, the Consenting Banks have no agreement, arrangement, or understanding with respect to acting together for the purpose of acquiring, holding, voting, or disposing of any equity securities of the Stone Parties. No prior history, pattern, or practice of sharing confidences among or between the Parties shall in any way affect or negate this Agreement, and each Consenting Noteholder and each Consenting Bank shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement, and it shall not be necessary for any other Consenting Noteholder or any Consenting Bank to be joined as an additional party in any proceeding for such purpose. Nothing contained in this Agreement, and no action taken by any Consenting Noteholder pursuant hereto is intended to constitute the Consenting Noteholders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that any Consenting Noteholder is in any way acting in concert or as a member of a “group” with any other Consenting Noteholder or Consenting Noteholders within the meaning of Rule 13d-5 under the Securities Exchange Act of 1934, as amended. Nothing contained in this Agreement, and no action taken by any Consenting Bank pursuant hereto is intended to constitute the Consenting Banks as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that any Consenting Bank is in any way acting in concert or as a member of a “group” with any other Consenting Bank or Consenting Banks within the meaning of Rule 13d-5 under the Securities Exchange Act of 1934, as amended

21.     Specific Performance . It is understood and agreed by the Parties that money damages may be an insufficient remedy for any breach of this Agreement by any Party and each non-breaching Party shall be entitled to seek specific performance and injunctive or other equitable relief as a remedy of any such breach of this Agreement, including, without limitation, an order of the Bankruptcy Court or other court of competent jurisdiction requiring any Party to comply promptly with any of its obligations hereunder.

22.     Governing Law and Consent to Jurisdiction and Venue . This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to such state’s choice of law provisions which would require or permit the application of the law of any other jurisdiction. By its execution and delivery of this Agreement, each Party irrevocably and

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unconditionally agrees for itself that any legal action, suit, or proceeding against it with respect to any matter arising under or arising out of or in connection with this Agreement or for recognition or enforcement of any judgment rendered in any such action, suit, or proceeding shall be brought in the federal or state courts located in the City of Wilmington, in New Castle County and in the State of Delaware, and each of their respective appellate courts, and by executing and delivering this Agreement, each of the Parties irrevocably accepts and submits itself to the exclusive jurisdiction of such court, generally and unconditionally, with respect to any such action, suit, or proceeding. Notwithstanding the foregoing consent to Delaware jurisdiction, upon the commencement of any Chapter 11 Cases and until the effective date of the Plan, each Party agrees that the Bankruptcy Court shall have exclusive jurisdiction of all matters arising out of or in connection with this Agreement. By executing and delivering this Agreement, and upon commencement of the Chapter 11 Cases, each of the Parties irrevocably and unconditionally submits to the personal jurisdiction of the Bankruptcy Court solely for purposes of any action, suit, proceeding, or other contested matter arising out of or relating to this Agreement, or for recognition or enforcement of any judgment rendered or order entered in any such action, suit, proceeding, or other contested matter.

23.     WAIVER OF RIGHT TO TRIAL BY JURY . EACH OF THE PARTIES WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY ACTION, PROCEEDING, COUNTERCLAIM, OR DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, BETWEEN ANY OF THE PARTIES ARISING OUT OF, CONNECTED WITH, RELATING TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN ANY OF THEM IN CONNECTION WITH THIS AGREEMENT. INSTEAD, ANY DISPUTES RESOLVED IN COURT SHALL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY.

24.     Successors and Assigns . Except as otherwise provided in this Agreement and subject to Section  13 of this Agreement, neither this Agreement nor any of the rights or obligations hereunder may be assigned by any Party hereto, without the prior written consent of the other Parties hereto, and then only to a person or entity that has agreed to be bound by the provisions of this Agreement. This Agreement is intended to and shall bind and inure to the benefit of each of the Parties and each of their respective permitted successors, assigns, heirs, executors, administrators, and representatives.

25.     No Third-Party Beneficiaries . Unless expressly stated herein, this Agreement shall be solely for the benefit of the Parties and no other person or entity shall be a third-party beneficiary of this Agreement.

26.     Notices . All notices (including, without limitation, any notice of termination or breach) and other communications from any Party hereunder shall be in writing and shall be deemed to have been duly given if personally delivered by courier service or messenger; registered, certified or overnight mail; e-mail, or facsimile to the other Parties at the applicable addresses below, or such other addresses as may be furnished hereafter by notice in writing. Any notice of termination or breach shall be delivered to all other Parties.

Stone Energy Corporation

625 East Kaliste Saloom Rd.

Lafayette, LA 70508

Attn:    Lisa S. Jaubert and

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Kenneth H. Beer

Phone: (337) 521-2278

Fax: (337) 521-9916

E-mail: JaubertLS@StoneEnergy.com; and

BeerKH@StoneEnergy.com.

with a copy to:

Latham & Watkins LLP

330 North Wabash Avenue, Suite 2800

Chicago, IL 60611

Attn:       David S. Heller;

Josef S. Athanas,

Caroline A. Reckler, and

Matthew L. Warren

Phone: (312) 876-7700

Fax: (312) 993-9767

E-mail:   david.heller@lw.com,

josef.athanas@lw.com,

caroline.reckler@lw.com, and

matthew.warren@lw.com

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Andrews Kurth LLP

600 Travis, Suite 4200

Houston, TX 77002

Attn: Robin Russell

Phone: (713) 220-4086

Fax: (713) 238.7192

E-mail: rrussell@andrewskurth.com

To the notice address provided on Annex A .

with a copy to:

Akin Gump Strauss Hauer & Feld LLP

One Bryan Park

Bank of America Tower

New York, NY 10036-6745

Attn:       Michael S. Stamer,

Meredith Lahaie, and

Stephen B. Kuhn.

Phone: (212) 872-1000

Fax: (212) 872-1002

E-mail:   mstamer@akingump.com,

mlahaie@akingump.com, and

skuhn@akingump.com.

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To the notice address provided on Annex B .

with a copy to:

O’Melveny & Myers, LLP

Times Square Tower

7 Times Square

New York, NY 10036

27.     Entire Agreement . This Agreement (and the exhibits and schedules attached hereto) constitutes the entire agreement of the Parties with respect to the transactions contemplated herein, and supersedes all prior negotiations, discussions, promises, representations, warranties, agreements, and understandings, whether written or oral, between or among the Parties with respect thereto; provided , however , that, for the avoidance of doubt, any confidentiality agreement executed by any Consenting Noteholder or by any Consenting Bank shall survive this Agreement and shall continue to be in full force and effect in accordance with its terms; provided , further , that the Parties intend to enter into the Definitive Documentation after the date hereof to consummate the Restructuring Transactions.

28.     Amendments . Except as otherwise provided herein, this Agreement may not be modified, amended, or supplemented, and no term or provision hereof or thereof waived, without the prior written consent of the Stone Parties, the Required Consenting Banks and the Required Consenting Noteholders, provided that, (i) the written consent of each Consenting Noteholder, each Consenting Bank and the Stone Parties shall be required for any amendments, amendments and restatements, modifications, or other changes to Section  10 and this Section  28 , (ii) the written consent of each Consenting Noteholder and the Stone Parties shall be required for any amendment or modification of the defined term “Required Consenting Noteholders,” and (iii) the written consent of each Consenting Bank and the Stone Parties shall be required for any amendment or modification of the defined term “Required Consenting Banks” and provided, further, that any amendments, amendments and restatements, modifications, or other changes to the Term Sheet shall require the prior written consent of Consenting Noteholders, holding at least two-thirds of the principal amount outstanding of all Notes Claims held by the Consenting Noteholders provided that, such Consenting Noteholders holding at least two-thirds of the principal amount shall include at least two (2) separate Consenting Noteholders (for purposes of this provision, each institution holding Notes Claims shall be taken together with each of its controlled affiliate’s and subsidiary’s Notes Claims holdings and they shall together in the aggregate constitute a single Consenting Noteholder).

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29.     Reservation of Rights .

30.     Counterparts . This Agreement may be executed in one or more counterparts, each of which, when so executed, shall constitute the same instrument, and the counterparts may be delivered by facsimile transmission or by electronic mail in portable document format (.pdf).

31.     Public Disclosure . This Agreement, as well as its terms, its existence, and the existence of the negotiation of its terms are expressly subject to any existing confidentiality agreements executed by and among any of the Parties as of the date hereof; provided , however , that, after the Petition Date, the Parties may disclose the existence of, or the terms of, this Agreement or any other material term of the Restructuring Transactions contemplated herein without the express written consent of the other Parties. For the avoidance of doubt and notwithstanding the generality of the foregoing, under no circumstances may any Party make any public disclosure of any kind that would disclose either: (i) the holdings of any Consenting Noteholder (including Annex A , which shall not be publicly disclosed or filed) or of any Consenting Bank (including Annex B , which shall not be publicly disclosed or filed) or (ii) the identity of any Consenting Noteholder or Consenting Bank without the prior written consent of such Consenting Noteholder or such Consenting Bank or the order of a Bankruptcy Court or other court with competent jurisdiction.

32.     Creditors’ Committee . Notwithstanding anything herein to the contrary, if any Consenting Noteholder is appointed to, and serves on an official committee of creditors in the Chapter 11 Cases, the terms of this Agreement shall not be construed so as to limit such Consenting Noteholder’s exercise of its fiduciary duties arising from its service on such committee; provided , however , that service as a member of a committee shall not relieve such Consenting Noteholder of its obligations to affirmatively support the Restructuring Transactions on the terms and conditions set forth in this Agreement and the Term Sheet and the transactions with Buyer on the terms and .conditions set forth in this Agreement and the Appalachia PSA.

33.     Severability . If any portion of this Agreement shall be held to be invalid, unenforceable, void or voidable, or violative of applicable law, the remaining portions of this Agreement insofar as they may practicably be performed shall remain in full force and effect and binding on the Parties.

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34.     Additional Parties . Without in any way limiting the provisions hereof, additional Noteholders may become Parties by executing and delivering to the other Parties a duly executed counterpart hereof. Such additional Parties shall become Consenting Noteholders or Consenting Banks, as applicable, under this Agreement in accordance with the terms of this Agreement.

35.     Time Periods . If any time period or other deadline provided in this Agreement expires on a day that is not a Business Day, then such time period or other deadline, as applicable, shall be deemed extended to the next succeeding Business Day.

36.     Headings . The section headings of this Agreement are for convenience of reference only and shall not, for any purpose, be deemed a part of this Agreement.

37.     Interpretation . This Agreement is the product of negotiations among the Parties, and the enforcement or interpretation hereof, is to be interpreted in a neutral manner, and any presumption with regard to interpretation for or against any Party by reason of that Party having drafted or caused to be drafted this Agreement or any portion hereof, shall not be effective in regard to the interpretation hereof. For purposes of this Agreement, unless otherwise specified: (a) each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine, or neuter gender shall include the masculine, feminine, and the neuter gender; (b) all references herein to “Articles,” “Sections,” and “Exhibits” are references to Articles, Sections, and Exhibits of this Agreement; and (c) the words “herein,” “hereof,” “hereunder,” and “hereto,” refer to this Agreement in its entirety rather than to a particular portion of this Agreement. The phrase “reasonable best efforts” or words or phrases of similar import as used herein shall not be deemed to require any party to enforce or exhaust their appellate rights in any court of competent jurisdiction, including, without limitation, the Bankruptcy Court.

38.     Remedies Cumulative; No Waiver . All rights, powers, and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise of any right, power, or remedy thereof by any Party shall not preclude the simultaneous or later exercise of any other such right, power, or remedy by such Party. The failure of any Party hereto to exercise any right, power, or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon strict compliance by any other Party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such Party of its right to exercise any such or other right, power, or remedy or to demand such strict compliance.

39.     Amendment and Restatement . The Stone Parties and the Consenting Noteholders agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions to the RSA Effective Date set forth in Section  1 , the terms and provisions of the Existing Restructuring Support Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement.

[ Signatures and exhibits follow. ]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.

[Signature Page to Amended & Restated Restructuring Support Agreement]

Schedule 1

Milestones

Schedule 1

Exhibit A to the Restructuring Support Agreement

Term Sheet

S TONE E NERGY C ORPORATION

R ESTRUCTURING T ERM S HEET

December 14, 2016

THIS TERM SHEET IS NOT AN OFFER WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCE OR REJECTION OF A CHAPTER 11 PLAN OF REORGANIZATION PURSUANT TO THE BANKRUPTCY CODE. ANY SUCH OFFER OR SOLICITATION WILL BE MADE ONLY IN COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS AND, IF APPLICABLE, PROVISIONS OF THE BANKRUPTCY CODE. THIS TERM SHEET IS BEING PROVIDED IN FURTHERANCE OF SETTLEMENT DISCUSSIONS AND IS ENTITLED TO PROTECTION PURSUANT TO RULE 408 OF THE FEDERAL RULES OF EVIDENCE AND ANY SIMILAR FEDERAL OR STATE RULE OF EVIDENCE. THE TRANSACTIONS DESCRIBED IN THIS TERM SHEET ARE SUBJECT IN ALL RESPECTS TO, AMONG OTHER THINGS, EXECUTION AND DELIVERY OF DEFINITIVE DOCUMENTATION AND SATISFACTION OR WAIVER OF THE CONDITIONS PRECEDENT SET FORTH THEREIN.

NOTHING IN THIS TERM SHEET SHALL CONSTITUTE OR BE CONSTRUED AS AN ADMISSION OF ANY FACT OR LIABILITY, A STIPULATION OR A WAIVER, AND EACH STATEMENT CONTAINED HEREIN IS MADE WITHOUT PREJUDICE, WITH A FULL RESERVATION OF ALL RIGHTS, REMEDIES, CLAIMS AND DEFENSES OF THE LENDERS, THE COMPANY, AND ANY CREDITOR PARTY. THIS TERM SHEET DOES NOT INCLUDE A DESCRIPTION OF ALL OF THE TERMS, CONDITIONS, AND OTHER PROVISIONS THAT ARE TO BE CONTAINED IN THE DEFINITIVE DOCUMENTATION, WHICH REMAIN SUBJECT TO DISCUSSION, NEGOTIATION AND EXECUTION.

S UMMARY O F P RINCIPAL T ERMS

O F P ROPOSED R ESTRUCTURING T RANSACTIONS

This term sheet (the “ Term Sheet ”) sets forth certain key terms of a proposed restructuring transaction (the “ Transaction ”) with respect to the existing debt and other obligations of Stone Energy Corporation (“ Stone ”), Stone Energy Offshore, L.L.C. (“ Stone Offshore ”) and Stone Energy Holdings, L.L.C. (each a “ Stone Party ” and collectively, the “ Stone Parties ” or the “ Company ”). This Term Sheet is the “Term Sheet” referenced as Exhibit A in that certain Amended and Restated Restructuring Support Agreement, dated as of December 14, 2016 (as the same may be amended, modified or supplemented, the “ Support Agreement ”), by and among the Stone Parties, the Consenting Banks and the Consenting Noteholders party thereto. Capitalized terms used but not otherwise defined in this Term Sheet shall have the meanings given to such terms in the Support Agreement. This Term Sheet supersedes any proposed summary of terms or conditions regarding the subject matter hereof and dated prior to the date hereof. Subject to the Support Agreement, the Transaction will be implemented through prepackaged Chapter 11 Cases pursuant to the Plan.

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Exhibit 1(a)

Terms of the amended Credit Agreement

Exhibit 1(b)

Terms of the New Senior Secured Term Loans

Exhibit 2

Terms of New Notes

Exhibit 4

Contracts to Be Renegotiated

NONE

Schedule A ¹

Specified Employee Plans

Employee Benefit Plans

Miscellaneous Benefits

¹ Subject to the completion of due diligence and additions and/or deletions to the foregoing list of plans and other agreements and amendments thereto acceptable to the Required Consenting Noteholders. For the avoidance of doubt, the Required Consenting Noteholders have not agreed to the foregoing list of plans and other agreements and, therefore, such list remains subject to change.

Schedule B

Directors & Officers Liability Insurance Policies

and Indemnification Provisions

D&O Liability Insurance Policies

Indemnification Agreements ²

² Subject to the completion of due diligence and additions and/or deletions to the foregoing list of agreements and amendments thereto acceptable to the Required Consenting Noteholders. For the avoidance of doubt, the Required Consenting Noteholders have not agreed to the foregoing list of agreements and, therefore, such list remains subject to change.

Corporate Organizational Documents Containing Indemnification Provisions

Schedule C

Terms of Intercreditor Agreement

CONFIDENTIAL

Stone Energy: Intercreditor Agreement Term Sheet

Reference is made to (i) that certain Fourth Amended and Restated Credit Agreement, dated as of June 24, 2014, as amended by Amendment No. 1 dated as of May 1, 2015, Amendment No. 2 dated as of February 3, 2016, Amendment No. 3 dated as of June 14, 2016, and Amendment No. 4 dated as of December 9, 2016 (as amended, amended and restated, modified or supplemented in connection with the Restructuring (as defined below) and from time to time (the “ First Lien Credit Agreement ,” together with all “Credit Documents” defined therein, the “ First Lien Credit Documents ”)), among Stone Energy Corporation (in its capacity as borrower under the First Lien Credit Agreement, the “ Borrower ”) and certain other parties; and (ii) certain second lien notes (the “ Second Lien Notes ”) to be issued by Stone Energy Corporation (in its capacity as issuer under the applicable indenture, the “ Issuer ”; such indenture, the “ Second Lien Indenture ”; and the Second Lien Indenture together with the Second Lien Notes and the guarantees and security agreements in connection therewith, the “ Second Lien Documents ”) in connection with the Restructuring, which Second Lien Notes will be secured by liens on the Collateral (as defined below) that are subordinate and junior to the liens securing the First Lien Obligations (as defined below) to the extent provided by, and in accordance with, the terms of the Intercreditor Agreement.

“ Restructuring ” means the transactions related to the restructuring of outstanding indebtedness of the Borrower and its affiliates. For purposes of this term sheet, the Advances and Commitments (each as defined in the First Lien Credit Agreement) under the First Lien Credit Agreement (and the advances and commitments provided in any refinancings, substitutions, extensions or replacements thereof) are herein referred to collectively as the “ First Lien Credit Facility ” and the First Lien Credit Facility together with the Second Lien Notes (and any refinancings, substitutions, extensions or replacements thereof) are referred to herein individually as a “ Debt Facility ” and collectively as the “ Debt Facilities ”. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the First Lien Credit Agreement as in effect as of the date hereof.

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The foregoing is intended to summarize certain basic terms of the Intercreditor Agreement and is not intended to be a definitive list of all of the terms of the Intercreditor Agreement.

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Exhibit B to the Restructuring Support Agreement

First Amended Joint Prepackaged Plan of Reorganization of Stone Energy Corporation and its Debtor Affiliates Under Chapter 11 of the Bankruptcy Code

[See Attached]

Exhibit C to the Restructuring Support Agreement

Form of Transferee Joinder

[See Attached]

Form of Transferee Joinder

This joinder (this “ Joinder ”) to the Amended and Restated Restructuring Support Agreement (the “ Agreement ”), dated as of [      , 20    ], by and among: (i) Stone Energy Corporation and each of the other Stone Parties thereto, (ii) the Consenting Banks and (iii) the Consenting Noteholders, is executed and delivered by [            ] (the “ Joining Party ”). Each capitalized term used herein but not otherwise defined shall have the meaning ascribed to such term in the Agreement.

1.     Agreement to be Bound . The Joining Party hereby agrees to be bound by all of the terms of the Agreement, a copy of which is attached to this Joinder as Annex 1 (as the same has been or may be hereafter amended, restated, or otherwise modified from time to time in accordance with the provisions thereof). The Joining Party shall hereafter be deemed to be a Party for all purposes under the Agreement and one or more of the entities comprising the [Consenting Noteholders][Consenting Banks].

2.     Representations and Warranties . The Joining Party hereby represents and warrants to each other Party to the Agreement that, as of the date hereof, such Joining Party (a) is the legal or beneficial holder of, and has all necessary authority (including authority to bind any other legal or beneficial holder) with respect to, the claims next to its name on Annex 2 (which annex shall not be publically disclosed or filed), and (b) makes, as of the date hereof, the representations and warranties set forth in Section  17 of the Agreement to each other Party.

3.     Governing Law . This Joinder shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to any conflicts of law provisions which would require or permit the application of the law of any other jurisdiction.

4.     Notice . All notices and other communications given or made pursuant to the Agreement shall be sent to the Joining Party at the address next to its name on Annex 2 (which annex shall not be publically disclosed or filed):

*****

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IN WITNESS WHEREOF, the Joining Party has caused this Joinder to be executed as of the date first written above.

[Signature Page to Joinder Agreement]

Annex 1 to the Form of Transferee Joinder

[Annex - 1 to the Joinder Agreement]

Exhibit 10.2

EXECUTIVE CLAIMS SETTLEMENT AGREEMENT

This EXECUTIVE CLAIMS SETTLEMENT AGREEMENT (including all exhibits attached hereto, and as may be amended, supplemented or modified in accordance with the terms hereof, this “ Agreement ”) is entered into as of December 13, 2016 and effective as of the Effective Date (as defined below), by and among, STONE ENERGY CORPORATION, a Delaware corporation, with its principal office located at 625 East Kaliste Saloom Road, Lafayette, Louisiana 70508 (the “ Company ”) and David Welch, Kenneth Beer, Lisa Jaubert, John Leonard, Eldon J. Louviere, Keith Seilhan, Richard Toothman, Thomas Messonnier, and Florence Ziegler (each, a “ Senior Executive ” and, collectively, the “ Senior Executives ” and together with the Company, each a “ Party ” and, collectively, the “ Parties ”).

R E C I T A L S

A. The Company intends to file pre-packaged cases (the “ Chapter 11 Cases ”) under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the “ Bankruptcy Code ”) with the United States Bankruptcy Court for the Southern District of Texas (the “ Bankruptcy Court ”);

B. The pre-packaged plan of reorganization to be filed on the first day (the Petition Date ”) of the Chapter 11 Cases (the “ Plan ”) provides for payment in full of all general unsecured claims;

C. Each of the Senior Executives (other than Messr. Welch) is a participant in either the Stone Energy Corporation Executive Change of Control and Severance Plan or the Stone Energy Corporation Executive Change in Control Severance Policy (collectively, the “ CIC/Severance Plan ”);

D. Each of the Senior Executives is a participant in the Stone Energy Corporation 2016 Performance Incentive Compensation Plan (the “ Performance Bonus Plan ”);

E. Certain of the Senior Executives are participants in the Stone Energy Corporation Non-Qualified Deferred Compensation Plan (the “ Non-Qualified Plan ”);

F. The Company is party to the following employment agreements with certain of the Senior Executives: (a) Letter Agreement dated December 2, 2008 between Stone Energy Corporation and David H. Welch; and (b) Letter Agreement dated August 10, 2016 by and between Stone Energy Corporation and Richard L. Toothman, Jr. (collectively, the “ Employment Agreements ”);

G. The Company is a party to that certain Letter Agreement dated May 19, 2005 between Stone Energy Corporation and Kenneth H. Beer (the “ Beer Agreement ”);

H. Among other things, the Plan may result in a change of control of the Company, which, absent entry into this Agreement, could result in enhanced benefits to the Senior Executives under the CIC/Severance Plan or the Beer Agreement, as applicable;

I. As part of the negotiations of the Plan, the Company’s major creditor constituencies required the Company to modify the CIC/Severance Plan, the Performance Bonus Plan, the Non-Qualified Plan, the Employment Agreements, and the Beer Agreement to reduce the potential claims of the Senior Executives thereunder;

J. The Company and the Senior Executives believe that confirmation of the Plan, which would enable the Company to continue operating as a going concern, is in the best interests of the Company and the Senior Executives;

K. Accordingly, after negotiations between the Company and the Senior Executives, and with the support of holders of approximately 85.4% of the outstanding principal amount of the Company’s unsecured notes (the “ Consenting Noteholders ”), the Company and the Senior Executives have agreed to modify the CIC/Severance Plan, the Performance Bonus Plan, the Non-Qualified Plan, the Employment Agreements, and the Beer Agreement on the terms and subject to the conditions set forth herein;

L. Pursuant to the terms and subject to the conditions set forth herein, the Company and the Senior Executives desire to terminate the CIC/Severance Plan and the Beer Agreement and, as a replacement therefor, adopt the Stone Energy Corporation Executive Severance Plan (the “ Executive Severance Plan ”), a copy of which is attached hereto as Exhibit A , in which the Senior Executives will be allowed to participate, subject to the terms of the Executive Severance Plan;

M. Pursuant to the terms and subject to the conditions set forth herein, the Company and Messrs. Welch and Toothman desire to amend their Employment Agreements in the form of the amendments attached hereto as Exhibit B (collectively, the “ Employment Agreement Amendments ”), pursuant to which Messrs. Welch and Toothman will waive any rights to severance under their Employment Agreements in exchange for participation in the Executive Severance Plan;

N. By terminating the CIC/Severance Plan and the Beer Agreement, entering into the Employment Agreement Amendments, and adopting the Executive Severance Plan, the potential aggregate claims the Senior Executives could assert will be reduced from $21,043,620 to $4,553,000;

O. Pursuant to the terms and subject to the conditions set forth herein, the Company desires that the Senior Executives waive their claims related to the Performance Bonus Plan, and in exchange therefor, adopt the Stone Energy Corporation Key Executive Incentive Plan (the “ KEIP ”), a copy of which is attached hereto as Exhibit C , in which the Senior Executives shall be allowed to participate, subject to the terms of the KEIP;

P. Pursuant to the KEIP, the aggregate incentive bonus claims of the Senior Executives for the fourth quarter of 2016 would be reduced from a maximum level of $3,012,638 (the “ Fourth Quarter Bonus Opportunity ”) to $0 and any future bonus payments to the Senior Executives under the KEIP would be limited to $2,008,425, which is equal to the target bonus for the Senior Executives under the Performance Bonus Plan for the fourth quarter of 2016;

Q. Pursuant to the terms and subject to the conditions set forth herein, the Company desires to effectuate the assumption of the Non-Qualified Plan (as amended), a copy of which is attached hereto as Exhibit D , in the Chapter 11 Cases; and

R. Pursuant to the terms and subject to the conditions set forth herein, the Company desires to effectuate the assumption of the Employment Agreements, as amended by the Employment Agreement Amendments.

NOW, THEREFORE , for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and agreed, each of the Parties agrees as follows:

1. Definitions . The following term shall have the following meaning in this Agreement:

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“ Claims ” shall mean any and all claims, causes of action, liabilities, obligations, rights, demands, remedies, suits, debts, setoffs, recoupments, counterclaims, judgments, and damages of any kind whatsoever, whether direct or derivative, matured or unmatured, disputed or undisputed, known or unknown, liquidated or unliquidated, foreseen or unforeseen, discoverable or undiscoverable, fixed or contingent, arising in law, equity, or otherwise.

2. Termination of CIC/Severance Plan and Beer Agreement; Waiver of Claims .

a. Termination of CIC/Severance Plan . The CIC/Severance Plan shall be irrevocably terminated as of the Effective Date, notwithstanding anything to the contrary therein, and the Senior Executives’ rights under the CIC/Severance Plan shall cease as of the Effective Date, including any rights to receive benefits from the Company in connection with any “change of control,” as defined in, and pursuant to the terms of, the CIC/Severance Plan.

b. Termination of Beer Agreement . The Beer Agreement shall be irrevocably terminated as of the Effective Date, notwithstanding anything to the contrary therein, and Messr. Beer’s rights under the Beer Agreement shall cease as of the Effective Date.

c. Waiver of Claims Under CIC/Severance Plan . As of the Effective Date, each Senior Executive (other than Messr. Welch), on behalf of his/herself and his/her successors, heirs, and assigns, hereby irrevocably, unconditionally and without reservation of any kind, waives, generally releases and forever discharges, and covenants not to sue, the Company, and each of its subsidiaries, affiliates, partners, lenders, predecessors, successors and assigns, together with each of their respective current and former agents, officers, directors, members, managers, owners, representatives, partners, employees, attorneys and advisors (in each case, solely in their capacity as such), from and against any and all Claims, arising under, out of, related to, or which could have been asserted in connection with, the CIC/Severance Plan and the performance of obligations thereunder, including, without limitation, all amounts and benefits that could be paid under the CIC/Severance Plan and any amounts owed prior to the Effective Date; provided , however , that nothing in this paragraph shall release any rights or obligations expressly arising under this Agreement or otherwise limit the enforcement of this Agreement.

d. Waiver of Claims Under Beer Agreement . As of the Effective Date, Messr. Beer, on behalf of himself and his successors, heirs, and assigns, hereby irrevocably, unconditionally and without reservation of any kind, waives, generally releases and forever discharges, and covenants not to sue, the Company, and each of its subsidiaries, affiliates, partners, lenders, predecessors, successors and assigns, together with each of their respective current and former agents, officers, directors, members, managers, owners, representatives, partners, employees, attorneys and advisors (in each case, solely in their capacity as such), from and against any and all Claims, arising under, out of, related to, or which could have been asserted in connection with, the Beer Agreement and the performance of obligations thereunder, including, without limitation, all amounts and benefits that could be paid under the Beer Agreement and any amounts owed prior to the Effective Date; provided , however , that nothing in this paragraph shall release any rights or obligations expressly arising under this Agreement or otherwise limit the enforcement of this Agreement.

3. Entry into Employment Agreement Amendments; Waiver of Severance Under Employment Agreements .

a. Entry into Employment Agreement Amendments . As of the Effective Date, the Company and Messrs. Welch and Toothman agree to enter into their respective Employment Agreement Amendments.

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b. Waiver of Severance Under Employment Agreement . As of the Effective Date, Messr. Welch on behalf of himself and his successors, heirs, and assigns, hereby irrevocably, unconditionally and without reservation of any kind, waives, generally releases and forever discharges, and covenants not to sue, the Company, and each of its subsidiaries, affiliates, partners, lenders, predecessors, successors and assigns, together with each of their respective current and former agents, officers, directors, members, managers, owners, representatives, partners, employees, attorneys and advisors (in each case, solely in their capacity as such), from and against any and all Claims, arising under, out of, related to, or which could have been asserted in connection with, the payment of severance under his Employment Agreement, including, without limitation, all amounts and benefits that could be paid as severance under such Employment Agreement and any amounts owed prior to the Effective Date; provided , however , that nothing in this paragraph shall release any rights or obligations expressly arising under this Agreement or otherwise limit the enforcement of this Agreement.

4. Adoption of Executive Severance Plan and New Plan Following Emergence .

a. Contemporaneous with the termination of the CIC/Severance Plan and the Beer Agreement and entry into the Employment Agreement Amendments, and in lieu of severance payable thereunder, the Company shall adopt and implement the Executive Severance Plan, and the Senior Executives shall become participants under the Executive Severance Plan, with all rights, benefits, and entitlements provided thereunder, all in accordance with the terms and conditions set forth in the Executive Severance Plan.

b. Following the effective date of a plan of reorganization in the Chapter 11 Cases (the “ Emergence Date ”), the board of directors of the reorganized Company (the “ New Board ”) shall retain a compensation consultant to advise on a new change in control severance plan for the Senior Executives (the “ New Severance Plan ”), following input from the Senior Executives, to be adopted by the New Board no later than one hundred and eighty (180) days following the Emergence Date. Failure to adopt a New Severance Plan shall not be a breach of this Agreement, but shall constitute “Good Reason” as defined in the Executive Severance Plan for participants other than Messrs. Welch, Beer, and Toothman.

5. Waiver of Claims Under Performance Bonus Plan; Adoption of KEIP .

a. Waiver of Claims Under Performance Bonus Plan . Except as provided in this Agreement, as of the Effective Date, each Senior Executive, on behalf of his/herself and his/her successors, heirs, and assigns, hereby irrevocably, unconditionally and without reservation of any kind, waives, generally releases and forever discharges, and covenants not to sue, the Company, and each of its subsidiaries, affiliates, partners, lenders, predecessors, successors and assigns, together with each of their respective current and former agents, officers, directors, members, managers, owners, representatives, partners, employees, attorneys and advisors (in each case, solely in their capacity as such), from and against any and all Claims, arising under, out of, related to, or which could have been asserted in connection with, the Performance Bonus Plan and the performance of obligations thereunder, including, without limitation, the Fourth Quarter Bonus Opportunity and any other amounts owed prior to the Effective Date; provided , however , that nothing in this paragraph shall release any rights or obligations expressly arising under this Agreement or otherwise limit the enforcement of this Agreement.

b. Adoption of KEIP . In exchange for the Senior Executives’ waiver of Claims under the Performance Bonus Plan, the Company shall adopt and implement the KEIP, and the Senior Executives shall become participants under the KEIP, with all rights, benefits, and entitlements provided thereunder, including the right to receive incentives in an aggregate amount that shall not exceed $2,008,425, all in accordance with the terms and conditions set forth in the KEIP.

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c. As soon as commercially practicable after the Emergence Date, the New Board shall develop and adopt with the assistance of a compensation consultant, and in consultation with the Senior Executives, a market-based incentive compensation plan.

6. Acknowledgements . Each of the Parties represents, warrants, acknowledges and agrees that:

a. this Agreement has been negotiated and effectuated in good faith, for fair, good and reasonably equivalent valuable consideration and for legitimate business purposes; and

b. the execution and delivery of this Agreement and performance of obligations hereunder will not result in a violation or default under any instrument, contract, agreement or other document to which it is a party.

7. Effectiveness . The Company hereby agrees that it will use its best efforts to file a motion reasonably satisfactory to the Senior Executives in the Chapter 11 Cases, no later than three (3) days following the Petition Date, seeking: (i) approval of this Agreement under Rule 9019 of the Federal Rules of Bankruptcy Procedure and (ii) assumption of the Non-Qualified Plan and the Employment Agreements (as amended by the Employment Agreement Amendments) pursuant to Section 365 of the Bankruptcy Code (the “ Approval Motion ”). This Agreement shall become enforceable and effective (the “ Effective Date ”) upon entry of a final non-appealable order by the Bankruptcy Court approving the Approval Motion that is reasonably satisfactory to the Senior Executives and acceptable to the Consenting Noteholders.

8. Representations and Warranties . Each Party represents, warrants, and covenants to each other Party that:

a. it has the full power and authority to execute and deliver this Agreement, and this Agreement will constitute a valid and binding obligation of the Party, enforceable against each other Party in accordance with its terms;

b. the execution and delivery of this Agreement does not require any consent, waiver, approval or authorization of any third party (other than the Bankruptcy Court);

c. it has not assigned, sold or conveyed and will not assign, sell or convey, any Claims released herein;

d. it has conducted its own due diligence as well as undertaken the opportunity to review information, ask questions and receive satisfactory answers concerning the terms and conditions of this Agreement;

e. it possesses the knowledge, experience and sophistication to allow it to fully evaluate and accept the merits and risks of entering into this Agreement;

f. it has read and considered this Agreement carefully; it has discussed this Agreement with its advisors; its advisors have reviewed this Agreement; it has been given a reasonable period of time (as long as it deemed necessary) to consider this Agreement before signing; it fully understands the extent and impact of the provisions of this Agreement; and it has executed this Agreement knowingly and voluntarily and without any coercion, undue influence, threat, or intimidation of any kind whatsoever; and

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g. it has not relied upon any representation, either oral or written, made by any other Party in executing this Agreement, other than those specifically set forth herein, and further represents that there have been no representations or inducements of any type or character made by any Party other than those specifically set forth in writing herein.

9. Headings . The division of this Agreement into articles, sections, paragraphs and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation hereof.

10. Incorporation of Recitals . Each of the forgoing recitals is agreed and incorporated herein by reference.

11. Counterparts; Signatures . This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed an original, but all such counterparts shall constitute one and the same instrument, and all signatures need not appear on any one counterpart. Any Party hereto may execute and deliver a counterpart of this Agreement by delivering by facsimile or other electronic transmission a signature page to this Agreement signed by such Party, and any such facsimile or other electronic signature shall be treated in all respects as having the same effect as an original signature.

12. Entire Agreement . This Agreement sets forth the entire agreement between the Parties as it relates to the subject matter hereof, and replaces and supersedes any and all prior agreements, promises, proposals, representations, understandings and negotiations, written or not, relating to the same.

13. Severability . Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. In the event that any part of this Agreement is declared by any court or other judicial or administrative body to be null, void or unenforceable, said provision shall survive to the extent it is not so declared, and all of the other provisions of this Agreement shall remain in full force and effect only if, after excluding the portion deemed to be unenforceable, the remaining terms provide for the consummation of the transactions contemplated hereby in substantially the same manner as originally set forth at the later of the date this Agreement was executed or last amended.

14. Governing Law . This Agreement and all disputes arising hereunder shall be governed by, and construed in accordance with, the laws of the State of Louisiana without regard to conflicts of law. All actions or proceedings with respect to this Agreement or any other instrument or document executed in connection herewith shall be instituted in the Bankruptcy Court during the pendency of the Chapter 11 Cases and in the United States District Court for the Western District of Louisiana after the pendency of the Chapter 11 Cases and by execution and delivery of this Agreement, each of the Parties hereto, to the fullest extent permitted by applicable law, unconditionally submits to the exclusive jurisdiction of such courts and irrevocably waives (i) any objection such Party may now or hereafter have to the laying of venue in such courts and (ii) any claim that an action or proceeding brought in any of such courts has been brought in an inconvenient forum. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ITS RIGHTS TO A JURY TRIAL FOR ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT.

15. Mutual Drafting . This Agreement is the result of the Parties’ joint efforts, and each of them and their respective counsel have reviewed this Agreement and each provision hereof

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has been subject to the mutual consultation, negotiation, and agreement of the Parties, and the language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent, and therefore there shall be no construction against either Party based on any presumption of that Party’s involvement in the drafting thereof.

16. Amendment and Modification . Neither this Agreement nor any terms hereof may be amended, changed, waived, discharged, or terminated unless such amendment, change, waiver, discharge or termination is in a writing signed by the Company and each other Party affected by such amendment, change, waiver, discharge or termination.

17. Successors and Assigns . The Parties’ respective rights and obligations under this Agreement shall be binding upon and inure to the benefit and detriment of their respective successors, assigns, heirs and transferees.

18. Cooperation . The Parties agree to cooperate fully and execute any and all supplementary documents and to take all additional actions which may be reasonably necessary or appropriate to give full force and effect to the terms and intent of this Agreement.

19. Further Assurances . Each of the Parties shall, from time to time at the request of another Party hereto, without any additional consideration, furnish such Party with such further information or assurances, execute and deliver such additional documents, instruments and conveyances, and take such other actions and do such other things, as may be reasonably necessary to carry out the provisions of this Agreement, and give effect to the transactions contemplated hereby and thereby.

[signature page follows]

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WHEREFORE , intending to be bound hereby, each Party has executed this Agreement as of the date indicated below.

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Exhibit 10.3

STONE ENERGY CORPORATION

EXECUTIVE SEVERANCE PLAN

The STONE ENERGY CORPORATION EXECUTIVE SEVERANCE PLAN (the “Plan”) is hereby adopted, pursuant to the authorization of the Board of Directors of STONE ENERGY CORPORATION (the “Company”). The Plan has been established to provide financial security to the Company’s Executives (as defined below) upon certain terminations of employment with the Company. This Plan replaces in full and supersedes the Executive Change in Control and Severance Plan that was maintained for certain of the Company’s executives.

I.

DEFINITIONS AND CONSTRUCTION

1.1 Definitions . Where the following words and phrases appear in the Plan, they shall have the respective meanings set forth below, unless their context clearly indicates to the contrary.

“Annual Pay” shall mean the annual rate of base compensation of an Executive in effect immediately prior to his termination of employment.

“ Board ” shall mean the Board of Directors of the Company or its successor.

“Cause” shall mean any termination of an Executive’s employment by reason of the Executive’s: (i) willful and continued failure to perform substantially the Executive’s duties (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness) after written notice of such failure has been given to the Executive specifying in detail such failure or (ii) the willful engaging by the Executive in conduct that is demonstrably and materially injurious to the Company and its affiliates taken as a whole, monetarily or otherwise. For purposes of clauses (i) and (ii) of this definition, no act or failure to act, on behalf of the Executive’s part shall be deemed “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive’s act, or failure to act, was in the best interests of the Company.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended.

“Committee” shall mean the Compensation Committee of the Board, or, if no Compensation Committee exists, the Board. The Committee may delegate all or part of its authority as it may choose to the Vice President of Human Resources of the Company.

“Effective Date” shall mean the effective date of a plan of reorganization of the Company and its subsidiaries filed under chapter 11 of title 11 of the United States Code, 11 U.S. C. §§101-1532 (the “ Cases ”).

“Employer” shall mean the Company and each eligible entity designated as an Employer in accordance with the provisions of Section 4.4 of the Plan.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“Executive” shall mean any individual whose name is set forth on Schedule 1 hereto.

“Good Reason” for termination by the Executive of the Executive’s employment shall mean the occurrence (without the Executive’s express written consent), but only following the Effective Date, of any one of the following acts by the Company:

(A) a material reduction in the Executive’s annual base salary except for across-the-board salary reductions similarly affecting all senior executives of the Company and all senior executives of any person in control of the Company;

(B) a material diminution in the authority, duties or responsibilities of the Executive; provided that a change resulting from the Company’s no longer being a public company shall not be a basis for a Good Reason termination;

(C) a requirement that the Executive transfer to a work location that is more than fifty (50) miles from such Executive’s principal work location that materially increases Executive’s commute; or

(D) with respect to the Executive’s indicated on Schedule 1 failure of the Company to adopt a new severance plan replacing this Plan within 180 days of the Effective Date.

The Executive’s right to terminate the Executive’s employment for Good Reason shall not be affected by the Executive’s incapacity due to physical or mental illness. Subject to the provisions of Involuntary Termination below, the Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder.

“Health Benefit Coverages” shall mean coverage under each group health plan sponsored or contributed to by the Employer for its similarly situated active employees.

“Involuntary Termination” shall mean (i) any termination of the Executive’s employment by the Employer other than for Cause and (ii) any termination of the Executive’s employment by the Executive for Good Reason. In order for a termination by the Executive to be for Good Reason, the Executive must first give written notice to the Company in writing of the Good Reason event within 30 days of the initial existence of the Good Reason event, and other than for the event under paragraph (D) of the definition of Good Reason, the Company shall then have 30 days from its receipt of such notice to remedy the event and if the Company fails to timely remedy the event, the Executive may terminate his employment for Good Reason in the seven day period following the Company’s failure to remedy the event. Such Involuntary Termination by the Executive for Good Reason shall be effective only if the initial existence of the Good Reason event occurred following the Effective Date.

“Release” shall mean a general release, substantially in the form attached hereto, from the Executive that releases the Company and its affiliates from employment related claims.

1.2 Number and Gender . Wherever appropriate herein, words used in the singular shall be considered to include the plural and the plural to include the singular. The masculine gender, where appearing in the Plan, shall be deemed to include the feminine gender.

1.3 Headings . The headings of Articles and Sections herein are included solely for convenience and if there is any conflict between such headings and the text of the Plan, the text will control.

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II.

SEVERANCE BENEFITS

2.1 Severance Payments . Subject to the provisions of Sections 2.2, 2.4, 2.5, and 4.5 hereof, if an Executive incurs an Involuntary Termination, then on the date upon which his Release becomes irrevocable, the Executive shall receive the following severance benefits:

A. a lump sum cash severance payment equal to the amount set forth for Executive on Schedule 1 hereto;

B. the continuation of the Health Benefit Coverages for himself and, where applicable, his eligible dependents for a period of six months following the date of Involuntary Termination, at a cost to the Executive that is equal to the cost for an active employee for similar coverage. The Executive may choose to continue some or all of such Health Benefit Coverages.

C. accelerated vesting on the next tranche of any unvested, time-based equity award held by an Executive that would otherwise have vested but for the Involuntary Termination.

If at any time on or after an Executive’s Involuntary Termination any health benefit plan in which he has elected to continue his coverage either is terminated or ceases to provide coverage to him or his covered beneficiaries for any reason, including, without limitation, by its terms or the terms of an insurance contract providing the benefits of such plan or, with respect to a group health plan, such plan no longer being subject to the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), then Health Benefit Coverages shall mean an economically equivalent cash payment for coverage equivalent to the coverage that is provided (or if the plan has been terminated, that would have been provided but for such termination) for similarly situated active employees, plus, where applicable, a gross-up payment to the Executive to reflect the loss of tax benefits associated with his “lost” employer-provided health plan coverage benefit(s). With respect to the obligation of the Company to provide continued health plan coverage hereunder, the Company shall take all actions necessary such that the coverage is provided in a manner that satisfies the requirements of Sections 105 and 106 of the Code such that the health benefits received are not includible in the individual’s taxable income. The subsidized COBRA Health Benefit Coverage(s) provided hereunder shall immediately end upon the Executive’s obtainment of new employment and eligibility for health benefit plan coverage(s) similar to that being continued (with the Executive being obligated hereunder to promptly report such eligibility to the Employer);

D. the Executive will be eligible to receive outplacement services, the duration and costs for which shall be determined by the then prevailing practice of the Company’s Human Resources Department concerning outplacement services, but such services shall be reasonable and commensurate with the Executive’s position and in no event shall such benefits exceed a cost to the Company of five percent of the Annual Pay of the Executive; and

E. without regard to the Release requirement, a lump sum amount, within 30 days of such termination, equal to the earned, but unpaid, portion of the Executive’s Annual Pay as of the date of his Involuntary Termination.

2.2 Release and Full Settlement . Notwithstanding anything to the contrary herein, as a condition to the receipt of any severance payments or benefits under Section 2.1 (A) through (D)

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above, an Executive whose employment has been subject to an Involuntary Termination must, within 45 days of his Involuntary Termination, execute a Release which must become irrevocable in accordance with its terms, in substantially the form attached hereto as Attachment A, releasing the Committee, the Plan fiduciaries, the Employer, and the Employer’s parent corporation, subsidiaries, affiliates, shareholders, partners, officers, directors, employees and agents from any and all claims and from any and all causes of action of any kind or character including, but not limited to, all claims or causes of action arising out of such Executive’s employment with the Employer or the termination of such employment, but excluding all claims to benefits and payments the Executive may have under any compensation or benefit plan, program or arrangement, including the Plan. The performance of the Employer’s obligations hereunder and the receipt of any benefits provided hereunder by such Executive shall constitute full settlement of all such claims and causes of action.

2.3 No Mitigation . An Executive shall not be required to mitigate the amount of any payment or benefit provided for in this Article II by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Article II be reduced by any compensation or benefit earned by the Executive as the result of employment by another employer or by retirement benefits, except as provided in Section 2.1(B) with respect to Health Benefit Coverage and in Section 2.4 with respect to the coordination of severance benefits hereunder with other agreements providing severance benefits. Subject to the foregoing, the benefits under the Plan are in addition to any other benefits to which an Executive is otherwise entitled.

2.4 Coordination with Other Arrangements . Any Executive who is a party to an individual employment or severance agreement or covered by another similar severance plan (“Other Plan”) of the Employer and who becomes eligible for severance payments and benefits as provided in Section 2.1 of the Plan, shall receive such severance payments and benefits as provided under Section 2.1 of the Plan, but such payments and benefits shall be “offset” or reduced by any severance payments or benefits provided to such Executive under any such Other Plan.

2.5 Parachute Taxes . Notwithstanding anything to the contrary herein, in the event any payment, distribution or provision of a benefit to an Executive pursuant to the terms of the Plan, when aggregated with any other payment, distribution or provision of a benefit to or on behalf of such Executive outside of the Plan, would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are hereinafter collectively referred to as the “Excise Tax”), the Company shall reduce the payments and/or benefits to such Executive in whole or in part so that no part of the payments or benefits received under the Plan by such Executive will be subject to the Excise Tax; provided, however, that such reduction(s) shall be made only if by reason of such reduction(s) the Executive’s net after-tax benefit (as determined in good faith by the Company), after all such reduction(s), will exceed the Executive’s net after-tax benefit if such reduction(s) were not made. The reduction of the total payments, if applicable, pursuant to the preceding sentence, shall be made by reducing payments (including reducing a payment to zero) payable in the order in which such payments would be made (beginning with such payment that would be made first in time and continuing, to the extent necessary, through to such payment that would be made last in time). The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall be made by the Company in good faith. Nothing in this Section 2.5 shall require the Company to be responsible for, or have any liability or obligation with respect to, Executive’s excise tax liabilities under Section 4999 of the Code.

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III.

ADMINISTRATION OF PLAN

3.1 Committee’s Powers and Duties . The Company shall be the named fiduciary and shall have full power to administer the Plan in all of its details, subject to applicable requirements of law. The duties of the Company shall be performed by the Committee. It shall be a principal duty of the Committee to see that the Plan is carried out, in accordance with its terms, for the exclusive benefit of persons entitled to participate in the Plan. For this purpose, the Committee’s powers shall include, but not be limited to, the following authority, in addition to all other powers provided by the Plan:

A. to make and enforce such rules and regulations as it deems necessary or proper for the efficient administration of the Plan;

B. to interpret the Plan and all facts with respect to a claim for payment or benefits, its interpretation thereof to be final and conclusive on all persons claiming payment or benefits under the Plan;

C. to decide all questions concerning the Plan and the eligibility of any person to participate in the Plan;

D. to make a determination as to the right of any person to a payment or benefit under the Plan (including, without limitation, to determine whether and when there has been a termination of an Executive’s employment and the cause of such termination and the amount of such payment or benefit);

E. to appoint such agents, counsel, accountants, consultants, claims administrator and other persons as may be required to assist in administering the Plan;

F. to allocate and delegate its responsibilities under the Plan and to designate other persons to carry out any of its responsibilities under the Plan, any such allocation, delegation or designation to be in writing;

G. to sue or cause suit to be brought in the name of the Plan; and

H. to obtain from the Employer and from Executives such information as is necessary for the proper administration of the Plan.

3.2 Member’s Own Participation . No member of the Committee may act or vote in a decision of the Committee specifically relating to himself as a participant in the Plan.

3.3 Indemnification . The Employer shall indemnify and hold harmless each member of the Committee against any and all expenses and liabilities arising out of his administrative functions or fiduciary responsibilities, including any expenses and liabilities that are caused by or result from an act or omission constituting the negligence of such member in the performance of such functions or responsibilities, but excluding expenses and liabilities that are caused by or result from such member’s own gross negligence or willful misconduct. Expenses against which such member shall be indemnified hereunder shall include, without limitation, the amounts of any settlement or judgment, costs, counsel fees, and related charges reasonably incurred in connection with a claim asserted or a proceeding brought or settlement thereof.

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3.4 Compensation, Bond and Expenses . The members of the Committee shall not receive compensation with respect to their services for the Committee. To the extent required by applicable law, but not otherwise, Committee members shall furnish bond or security for the performance of their duties hereunder. Any expenses properly incurred by the Committee incident to the administration, termination or protection of the Plan, including the cost of furnishing bond, shall be paid by the Company.

3.5 Claims Procedure . Any Executive that the Committee determines is entitled to a benefit under the Plan is not required to file a claim for benefits. Any Executive who is not paid a benefit and who believes that he is entitled to a benefit or who has been paid a benefit and who believes that he is entitled to a greater benefit may file a claim for benefits under the Plan in writing with the Committee. In any case in which a claim for Plan benefits by an Executive is denied or modified, the Committee shall furnish written notice to the claimant within 90 days after receipt of such claim for Plan benefits (or within 180 days if additional information requested by the Committee necessitates an extension of the 90-day period and the claimant is informed of such extension in writing within the original 90-day period), which notice shall:

A. state the specific reason or reasons for the denial or modification;

B. provide specific reference to pertinent Plan provisions on which the denial or modification is based;

C. provide a description of any additional material or information necessary for the Executive or his representative to perfect the claim, and an explanation of why such material or information is necessary; and

D. explain the Plan’s claim review procedure as contained herein and describe the Executive’s right to bring an action under Section 502(a) of ERISA following a denial or modification on review.

In the event a claim for Plan benefits is denied or modified, if the Executive or his representative desires to have such denial or modification reviewed, he must, within 60 days following receipt of the notice of such denial or modification, submit a written request for review by the Committee of its initial decision. In connection with such request, the Executive or his representative may review any pertinent documents upon which such denial or modification was based and may submit issues and comments in writing. Within 60 days following such request for review the Committee shall, after providing a full and fair review, render its final decision in writing to the Executive and his representative, if any, stating specific reasons for such decision and making specific references to pertinent Plan provisions upon which the decision is based. If special circumstances require an extension of such 60-day period, the Committee’s decision shall be rendered as soon as possible, but not later than 120 days after receipt of the request for review. If an extension of time for review is required, written notice of the extension shall be furnished to the Executive and his representative, if any, prior to the commencement of the extension period. The Committee shall give written notice of its decision on review to the Executive. In the event a claim for Plan benefits is denied or modified on review, such notice shall set forth the specific reasons for such denial or modification and provide specific references to the Plan provisions on which the denial or modification is based. The notice shall also provide that the Executive is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the Executive’s claim for benefits,

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including (i) documents, records or other information relied upon for the benefit determination, (ii) documents, records or other information submitted, considered or generated without regard to whether such documents, records or other information were relied upon in making the benefit determination, and (iii) documents, records or other information that demonstrates compliance with the standard claims procedure. The notice shall also contain a statement describing the Executive’s right to bring an action under Section 502(a) of ERISA. Any legal action with respect to a claim for Plan benefits must be filed no later than one year after the later of (1) the date the claim is denied by the Committee or (2) if a review of such denial is requested pursuant to the provisions above, the date of the final decision by the Committee with respect to such request.

IV.

GENERAL PROVISIONS

4.1 Funding . The benefits provided herein shall be unfunded and shall be provided from the Employer’s general assets.

4.2 Cost of Plan . Except as provided in Section 2.1(B), the entire cost of the Plan shall be borne by the Employer and no contributions shall be required of the Executives.

4.3 Plan Year . The Plan shall operate on a calendar year basis.

4.4 Other Participating Employers . The Committee may designate any entity eligible by law to participate in the Plan as an Employer by written instrument delivered to the Secretary of the Company and the designated Employer. Such written instrument shall specify the effective date of such designated participation, may incorporate specific provisions relating to the operation of the Plan which apply to the designated Employer only and shall become, as to such designated Employer and its employees, a part of the Plan. Each designated Employer shall be conclusively presumed to have consented to its designation and to have agreed to be bound by the terms of the Plan and any and all amendments thereto upon its submission of information to the Committee required by the terms of or with respect to the Plan; provided, however, that the terms of the Plan may be modified so as to increase the obligations of an Employer only with the consent of such Employer, which consent shall be conclusively presumed to have been given by such Employer upon its submission of any information to the Committee required by the terms of or with respect to the Plan.

4.5 Amendment and Termination .

A. The Plan may be terminated or amended from time to time at the discretion of the Board; provided, however, that, subject to the provisions of Section 4.5(B), the Plan may not be amended or terminated to adversely affect the benefits (contingent or otherwise) of any Executive then covered under the Plan without such Executive’s consent prior to the adoption of a replacement plan, with terms and conditions as determined by the Board or Committee, following the Effective Date. The Employer’s obligation to make all payments and provide benefits that have become payable as a result of an Involuntary Termination occurring during the existence of the Plan shall survive any termination of the Plan.

B. The provisions set forth in Section 4.5(A) that otherwise restrict amendments to the Plan shall not apply to (i) an amendment to the administrative provisions of the Plan that is required pursuant to applicable law, (ii) an amendment that increases the benefits

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payable under the Plan or otherwise constitutes a bona fide improvement of an Executive’s rights under the Plan or (iii) an amendment which decreases the benefits of an Executive that is consented to in writing by such Executive.

4.6 Not Contract of Employment . The adoption and maintenance of the Plan shall not be deemed to be a contract of employment between the Employer and any person or to be consideration for the employment of any person. Nothing herein contained shall be deemed to give any person the right to be retained in the employ of the Employer or to restrict the right of the Employer to discharge any person at any time nor shall the Plan be deemed to give the Employer the right to require any person to remain in the employ of the Employer or to restrict any person’s right to terminate his employment at any time.

4.7 Severability . Any provision in the Plan that is prohibited or unenforceable in any jurisdiction by reason of applicable law shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

4.8 Nonalienation . Executives shall not have any right to pledge, hypothecate, anticipate or assign benefits or rights under the Plan, except by will or the laws of descent and distribution.

4.9 Effect of Plan . The Plan is intended to supersede all prior oral or written policies of the Employer and all prior oral or written communications to Executives with respect to the subject matter hereof, and all such prior policies or communications (including, without limitation, the Executive Change in Control and Severance Plan superseded by this Plan and also the previously superseded Executive Change in Control Severance Policy) are hereby null and void and of no further force and effect. Further, the Plan shall be binding upon the Employer and any successor of the Employer, by merger or otherwise, and shall inure to the benefit of and be enforceable by the Employer’s Executives.

4.10 Taxes . The Employer or its successor may withhold from any amounts payable to an Executive under the Plan such federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

4.11 Governing Law . The Plan shall be interpreted and construed in accordance with the laws of the State of Louisiana without regard to conflict of laws principles, except to the extent pre-empted by federal law.

4.12 Section 409A . Notwithstanding any provision of the Plan to the contrary, if on the date of the Executive’s separation from service the Executive is a “specified employee,” as defined in Section 409A of the Code, then all or such portion of any severance payments, benefits, or reimbursements under the Plan that would be subject to the additional tax provided by Section 409A(a)(l )(B) of the Code if not delayed as required by Section 409A(a)(2)(B)(i) of the Code shall be delayed until the date that is six months after the date of the Executive’s separation from service date (or, if earlier, the Executive’s date of death) and shall be paid as a lump sum (without interest) on such date. No payment shall be made under the Plan prior to the date the Executive incurs a “separation from service,” within the meaning of Section 409A of the Code and the regulations thereunder.

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4.13 Effective Date . This Plan will be effective as of December 13, 2016, subject to approval of the bankruptcy court in the Cases. Should the bankruptcy court not approve this Plan, then this Plan shall not be effective and the terms of the Executive Change in Control and Severance Plan shall be reinstated.

APPROVED by the Board of Directors of Stone Energy Corporation on December 13, 2016.

EXECUTED this 13th day of December, 2016

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ATTACHMENT A

TO

STONE ENERGY CORPORATION

EXECUTIVE SEVERANCE PLAN

10

Attachment A to Stone Energy Corporation Executive Severance Plan

By Hand Delivery

{  }

{  }

{  }

{  }

Dear {  }

By signing below, this letter will become an Agreement between you and Stone Energy Corporation (the “Company”) regarding the terms of your separation from employment with the Company.

1. Your separation from employment is effective {  }.

2. You will be paid for all outstanding wages earned since your last paycheck through and including {  }, less customary and applicable payroll deductions. You confirm and agree that, other than the payments set forth in this paragraph, you received all wages, reimbursements, commissions, payments, or other benefits to which you are entitled as a result of your employment with the Company. The payments set forth in this paragraph are not contingent upon your signing this Agreement.

3. As consideration for this Agreement and as required under the terms of the Stone Energy Corporation Executive Severance Plan, the Company agrees to pay you, the following “Consideration”:

(a) a gross total amount of {  } dollars (${  }) ¹ , less customary and applicable payroll deductions (“Severance”);

(b) subsidize your COBRA payments (for medical coverage only; dental and vision coverage not included) for 6 months, beginning {}, at no charge, $0, all provided you execute required COBRA paperwork on a timely basis;

(c) accelerate the vesting in {  } options and {  } shares of restricted stock, which is the next tranche of options and restricted shares in which you would vest, and

(d) provide you with outplacement services to be determined by the Company at an expense to be capped at $[ ● ].

Payment of the Severance will be made in one lump sum in accordance with the

Company’s regular payroll practices, beginning on the first regular payroll date following the “payment date” as defined in Paragraph 10 below. The Company’s agreement to provide all of the Consideration is specifically contingent upon you executing this Agreement and not revoking the Agreement, as set forth in Paragraph 10 below. The Company’s obligation to pay the Consideration shall cease upon your breach of any of your continuing contractual obligations to the Company.

4. You will receive, by separate letter, information regarding your rights for health insurance and COBRA. To the extent that you have such rights, nothing in this Agreement will change or impair those rights.

5. In return for the Consideration in Paragraph 3, you hereby UNCONDITIONALLY RELEASE AND DISCHARGE the Company, its successors, subsidiaries, parent companies, assigns, joint ventures, and affiliated companies and their respective agents, insurers, legal representatives, shareholders, attorneys, employees, members, managers, officers and directors (collectively, the “Releasees”) from ALL CLAIMS, LIABILITIES, DEMANDS AND CAUSES OF ACTION which you may by law release, whether known or unknown, that you may have or claim to have against any Releasee for any reason as of the date you sign this Agreement, including, but not limited to any and all rights under federal, state and local employment laws including without limitation the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 1981, the Americans With Disabilities Act, the Family and Medical Leave Act, the Genetic Information Nondiscrimination Act, the Employee Retirement Income Security Act, the Equal Pay Act, the Occupational Safety and Health Act, the National Labor Relations Act, and any and all other local, state, and federal law claims arising under statute or common law. You further agree that if anyone (including, but not limited to the Equal Employment Opportunity Commission (the “EEOC”) or any other government agency or similar such body or proposed class) makes a claim, including a class action, or undertakes an investigation involving you in any way, you waive any and all right and claim to financial recovery resulting from such claim or investigation. Except to the extent that applicable law requires that you be allowed to file a charge of discrimination with the EEOC or other administrative charge or complaint, you further hereby AGREE NOT TO FILE A LAWSUIT or other legal claim or charge to assert against any of the Releasees any claim released by this Agreement. It is agreed that this is a general release and it is to be broadly construed as a release of all claims, except those that cannot be released by law. By signing this Agreement, you acknowledge that you are doing so knowingly and voluntarily, that you understand that you may be releasing claims you may not know about, and that you are waiving all rights you may have had under any law that is intended to protect you from waiving unknown claims. You warrant that you have not filed any notices, claims, complaints, charges, or lawsuits of any kind whatsoever against the Company or any of the Releasees as of the date of execution of this Agreement.

6. You represent and warrant that you have returned to the Company and the Releasees all of their property (and that you have not and will not retain or provide to anyone else any copies, summaries, excerpts, portions or other representations thereof), including all keys, access cards, phones, computers, printers, and computer-related equipment, and all copies of

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all files and documents in your possession, custody and control, including without limitation any files or documents (whether in paper or electronic form) you have about the Company’s practices, procedures, trade secrets, customer lists, price lists, product marketing, personnel, staffing, salaries and wages, and other things, files, or documents provided to you by the Company, created during your employment with the Company, or otherwise relating to or belonging to the Company.

7. You agree not to disparage the Company and the Releasees. This includes, but is not limited to, disparaging comments, social media posts, correspondence, or conversation with any and all persons, whether intended to be public or private. In response to inquiries from third parties, you and the Company shall confirm only that you separated from the Company on mutually acceptable terms. You agree that the Company also may confirm to third parties your dates of employment, title, and position(s).

8. Obligations regarding confidential information:

a. You agree that you will not violate the confidentiality agreement contained in the Company’s employee handbook, except as may be provided below.

b. You agree that you will not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person any confidential or proprietary information regarding the Company’s and/or the Releasees’ trade secrets (as defined by applicable law); financial plans and data; management planning information; business plans; operational methods; market studies; marketing plans or strategies; pricing information; product development techniques or plans; customer lists; customer files, data and financial information; details of customer contracts; current and anticipated customer requirements; identifying and other information pertaining to business referral sources; past, current and planned research and development; computer aided systems, software, strategies and programs; business acquisition plans; management organization and related information (including, without limitation, data and other information concerning the compensation and benefits paid to officers, directors, employees and management); personnel and compensation policies; new personnel acquisition plans; and other similar information. This obligation shall remain in effect for as long as the information or materials in question remain confidential or proprietary to the Company and/or the Releasees. Notwithstanding the foregoing, this Agreement shall not prohibit disclosure of information that (1) was generally known or available to the public prior to its disclosure; or (2) becomes generally known or available to the public subsequent to disclosure through no wrongful act of any person.

c. You agree that you will not disclose or otherwise communicate to any person the terms and/or circumstances of this Agreement, including but not limited to the benefit being paid under it or the fact of such payment, except that you may disclose this information to your spouse, and to your attorney, accountant or other professional advisor to whom you must make the disclosure in order for them to adequately provide professional services to you. You will instruct them, however, to maintain the confidentiality of this information just as you must.

d. Notwithstanding the foregoing obligations and restrictions regarding

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confidential information, nothing in this Agreement shall prohibit or restrict you from: (I) making any disclosure of information required by law, court order or subpoena (provided that you first provide the Company with prior notice of the contemplated disclosure and cooperate with the Company in seeking a protective order or other appropriate protection of such information); or (2) providing information to, cooperating or assisting with any investigation or proceeding brought by a federal, state or local law enforcement agency, regulatory or governmental body, or judicial authority.

9. You acknowledge that the provisions of Paragraphs 6 through 8 are of unique and substantial value to the Company, that damages to the Company and/or the Releasees for breach of Paragraphs 6 through 8 would be difficult to ascertain, and that in the event you breach any of the provisions of Paragraph 6 through 8, the Company shall have the right to immediately obtain an injunction or decree of specific performance from any court of competent jurisdiction to restrain you from violating such provisions or to compel you to perform such undertakings or agreements. If the Company must institute a proceeding to enforce this Agreement against you, the Company shall be entitled to recover from you its attorneys’ fees and all other associated costs and expenses. If any violation occurs by you, and regardless of whether the Company obtains legal or equitable relief against you, you agree that you will remain subject to all of the terms of this Agreement.

10. The offer embodied in this Agreement shall remain open and capable of acceptance by you until {}, after which time the offer shall be revoked. You acknowledge that you have at least 45 calendar days from the date of this letter to accept the terms of this Agreement, although you may accept it at any time within those 45 days. You are advised to consult an attorney about the Agreement prior to executing it. To accept the Agreement, please date and sign this letter and return it to me such that I receive it on or before {}. After you sign this Agreement, you will still have an additional 7 days in which to revoke your acceptance. To revoke, you must notify me in writing delivered via hand delivery or certified mail, return receipt requested, and I must receive such written notification before the end of the 7-day revocation period. If you do not revoke, the twelfth business day after the date of your acceptance will be the “payment date” for purposes of Paragraph 3 above.

11. This Agreement shall not in any way be construed as an admission by the Company and/or the Releasees of wrongdoing or liability or that you have any rights against any of these persons.

12. The provisions of this Agreement shall be construed according to the laws of the State of Louisiana without regard to its conflicts of law provisions.

13. With the exception of the release contained in Paragraph 5, the provisions of this Agreement are severable and if any part of it is found to be unenforceable the other paragraphs shall remain fully and validly enforceable. If the general release and covenant not to sue set forth in Paragraph 5 of this Agreement is found to be unenforceable, this Agreement shall be null and void and you will be required to return to the Company all Consideration already paid to you. The language of all valid parts of this Agreement shall in all cases be construed as a whole, according to fair meaning, and not strictly for or against any of the parties.

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14. This Agreement expresses the entire agreement between the Company and you relating to your termination of employment and the matters contained in this Agreement. You agree that no one has made any representations or promises to induce you to enter into this Agreement, except as set forth herein. This Agreement may be amended only by a written document signed by both you and an authorized representative of the Company.

15. You acknowledge that your job with the Company is being eliminated as the result of a reduction-in-force, and that you have been provided with a notice (Attachment A to this Agreement), as required by the Older Workers Benefit Protection Act, 29 U.S.C. §626(0, that contains (i) a description of the decisional unit of which you were considered a part for purposes of the reduction in force; (ii) the job titles and ages of all individuals in such decisional unit selected for the reduction-in-force; and (iii) the ages of all individuals in such decisional unit who were not selected for inclusion in the reduction-in-force.

If you have any questions about this Agreement or about your departure from the Company in general, please address them directly to me. I am pleased that we are able to part ways on these amicable terms. Thank you for your commitment and years of service. The Company and I wish you every success in your future endeavors.

Sincerely,

Florence M. Ziegler

Senior Vice President, Human Resources,

Communications and Administration

PLEASE READ CAREFULLY. THIS SEPARATION AGREEMENT

AND GENERAL RELEASE INCLUDES A RELEASE OF ALL KNOWN

AND UNKNOWN CLAIMS THROUGH THE DATE OF YOUR SIGNATURE.

YOU ARE ADVISED TO CONSULT AN ATTORNEY BEFORE SIGNING BELOW.

Accepted and agreed this     day of                 , 20    :

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For purposes of this Schedule 1:

(a) “accrued bonus” shall mean a pro rata share of the Executive’s bonus opportunity for the Executive up to the date of his Involuntary Termination at the then projected rate of payout at the end of the performance period, in an amount, if any, as determined by the Compensation Committee in its sole discretion; provided, however, that such “accrued bonus” shall refer only to bonus opportunities for Executive under the Company’s Key Employee Incentive Plan (the “KEIP Bonus”) for terminations occurring prior to the Effective Date and following the Effective Date such bonus opportunities as may be established by the Compensation Committee; provided that if no bonus opportunity has been established following the Effective Date then the Executive’s bonus opportunity for proration purposes will be equal to 120% of annual base salary for Mr. Welch and 100% of annual base salary for Mr. Beer.

(b) “base salary” shall mean the Executive’s base salary as in effect on the Termination Date, unless such termination if for Good Reason as a result of a reduction in Executive’s base salary, in which case Executive’s base salary in effect immediately prior to such reduction.

(c) The following Executives are eligible to receive severance under clause (D) of the definition of Good Reason: Lisa S. Jaubert, John J. Leonard, Eldon J. Louvier, Thomas L. Messonier, Keith A. Seilhan, and Florence M. Ziegler.

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Exhibit 10.4

STONE ENERGY CORPORATION

KEY EXECUTIVE INCENTIVE PLAN

A. The Stone Energy Corporation Key Executive Incentive Plan (the “ KEIP ”) is a performance-based incentive program, the purpose of which is to motivate senior executives of Stone Energy Corporation (the “ Company ”) to make extraordinary efforts to achieve short-term target goals that are crucial to the successful reorganization of the Company and the discharge of the Company and its subsidiaries (the “ Debtors ”) cases under chapter 11 of the U.S. Bankruptcy Code.

B. Award Opportunities (as hereinafter defined) may be earned based on performance during the Debtor’s case under chapter 11 of the U.S. Bankruptcy Code and only upon the effective date of Debtors’ plan of reorganization (the “ Effective Date ”).

The employees of the Company set forth on Exhibit A (the “ Participants ”) shall be entitled to participate in the KEIP and shall have the threshold and target award opportunity (“ Award Opportunity ”) set forth opposite the Participant’s name on Exhibit A .

A. Award Opportunities to the extent earned will normally be paid in two installments with (i) 50% paid as soon as practicable, but no later than seventy-five days following the Effective Date (the “ First Payment Date ”), and (ii) 50% paid on the 90 ^th day following the Effective Date (the “ Second Payment Date ”).

B. Except as provided below, a Participant (i) must be employed by the Company on the Effective Date in order to be entitled to receive any payment under the KEIP, and (ii) must be employed on the Second Payment Date to receive payment of the second half of any Award Opportunity.

C. A Participant whose employment with the Company terminates as a Qualifying Termination (as defined below) shall remain entitled to payment under the KEIP for the full amount of any Award Opportunity earned based on satisfaction of the Performance Goals (as defined below). If a Participant experiences a Qualifying Termination, the Award Opportunity will be paid as follows: (i) for terminations prior to the First Payment Date, on the First Payment Date or if later the effective date of the Participant’s general release of claims against the Company (the “ Release ”), or (ii) for terminations after the First Payment Date, the effective date of the Release. The Release will be the same form as and subject to the same timing of delivery as the general release of claims that is required for the receipt of severance under the terms of the Company’s Executive Severance Plan. The Release must be delivered within 45 days of the Participant’s Qualifying Termination. The delivery of a release of claims under the Company’s Executive Severance Plan, will satisfy the requirements for the Release under the KEIP.

D. For purposes of this KEIP, a Participant will have a Qualifying Termination if the Participant’s employment is terminated (i) by the Company without Cause (as defined in the Company’s Executive Severance Plan, (ii) by the Participant following the Effective Date for Good Reason (as defined in the Company’s Executive Severance Plan), or (iii) by reason of death.

B. The minimum, target and maximum goals for each of the foregoing performance criteria, are set forth on Exhibit B (the “ Performance Goals ”), attached hereto and incorporated herein by reference. Overall, Award Opportunities may be earned between threshold and target levels, with payout any one Performance Goal based on performance between threshold, target and maximum levels interpolated on a linear basis; provided, however, in no event will a Participant be entitled to payment in excess of his or her target Award Opportunity.

A. The Compensation Committee shall make all determinations of achievement against the Performance Goals. As soon as practicable after the Effective Date, the Company will assess achievement against the Performance Goals, subject to the Compensation Committee’s determination of the achievement against the Performance Goals and subject to the other terms of this KEIP, will pay the Award Opportunity earned, if any, as provided in Section III.

B. Earned Award Opportunities will be paid in cash in a lump sum, subject to applicable withholding and subject to any compensation recovery or “clawback” policy the Company may have in effect at the time of payment.

A. The Compensation Committee will be responsible for Plan administration. All determinations of the Compensation Committee under the KEIP shall be vested in the exclusive, sole and absolute discretion of such committee, and the determinations of the Compensation Committee as to such matters shall be final and conclusive on all persons interested in the KEIP.

B. The KEIP will be effective upon approval by the Bankruptcy Court and once so approved the KEIP may be amended or terminated with respect to a Participant only with the consent of the Participant and subject to the approval of the Bankruptcy Court.

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A. A Participant’s rights and interests pursuant to the KEIP may not be assigned or transferred except in the event of the Participant’s death.

B. The Company shall deduct all required withholding for tax purposes from all payments made pursuant to the KEIP.

C. The administrative expense of the KEIP will be borne by the Company.

D. Neither the establishment of the KEIP nor the making of Award Opportunities hereunder nor any payment thereon shall be deemed to create a trust. No individual shall have any security or other interest in any of the assets of the Company or otherwise pursuant to or under this KEIP.

E. An individual shall be considered to be in the employment of the Company as long as he or she remains an officer and/or an employee of either the Company or any subsidiary. Nothing in the adoption of this KEIP nor the making of Award Opportunities hereunder shall confer on any individual the right to continued employment by the Company or a subsidiary or affect in any way the right of the Company or such subsidiary to terminate his or her employment at any time.

F. All provisions of the Plan shall be construed in accordance with the laws of Delaware, without regard to such state’s conflicts of law provisions.

G. If a Participant forfeits his or her Award Opportunity, his or her Award Opportunity shall not be reallocated to any other Participant and shall be returned to the Company.

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Exhibit 10.5

AMENDMENT TO

EMPLOYMENT AGREEMENT

AMENDMENT TO EMPLOYMENT AGREEMENT entered into as of December 13, 2016 (this “ Amendment ”), by and between Stone Energy Corporation, a Delaware corporation (the “ Company ”), and David H. Welch (“ Executive ”).

WHEREAS , the Company and Executive entered into a certain Employment Agreement dated as of December 2, 2008 (“ Agreement ”) whereby Executive became employed as the Company’s President and Chief Executive Officer;

WHEREAS , in connection with the anticipated filing of a case of reorganization of the Company and its subsidiaries under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the “ Cases ”), on December 13, 2016, the Company and the Executive entered into an Executive Claims Settlement Agreement (the “ Settlement Agreement ”) in settlement of the claims the Executive may have in the Cases;

WHEREAS , pursuant to the Settlement Agreement, the Company and the Executive agree to enter into this Amendment; and

WHEREAS , this Amendment shall be effective as provided in the Settlement Agreement.

NOW, THEREFORE , in consideration of the promises and mutual covenants hereinafter contained, the parties hereto agree as follows:

1. Defined Terms . All capitalized terms contained in this Amendment shall, for the purposes hereof, have the same meaning ascribed to them in the Agreement unless the context hereof clearly provides otherwise or unless otherwise defined herein.

2. Bonus . The second sentence of Section 1 of the Agreement shall be deleted in its entirety and the following added to Section 1 of the Agreement:

“You will also be eligible to participate in the Company’s Key Executive Incentive Plan (the “ KEIP ”), with a targeted bonus opportunity based upon the achievement of targets as set forth therein and any other annual incentive compensation plan that the Company may adopt as a replacement therefore following the effective date of the Company’s plan of reorganization and a discharge of the Cases. Your annual incentive under any such replacement annual incentive compensation plan will be determined by performance and market comparison. The KEIP is attached hereto as Exhibit A. ”

3. Equity Vesting . Section 3 of the Agreement shall be deleted in its entirety.

4. Severance . Section 4 of the Agreement shall be replaced in its entirety with the following:

“You will also be eligible for certain severance benefits as set forth in the Company’s Executive Severance Plan and any replacement severance plan that the Company may adopt following the effective date of the Company’s plan of reorganization and a discharge of the Cases. Notwithstanding any provision of the Executive Severance Plan to the contrary, you agree to be bound by the Company’s determination of its “specified employees” (as such term is defined in Section 409A of the Code) in accordance with any of the methods permitted under the regulations issued under Section 409A of the Code. The Executive Severance Plan is attached hereto as Exhibit B .”

5. Gross-Up Payment . Section 5 of the Agreement shall be deleted in its entirety.

6. Miscellaneous .

(a) Except as modified by this Amendment, the Agreement and all executory covenants, agreements, terms and conditions thereof shall remain in full force and effect and are hereby in all respects ratified and confirmed.

(b) The covenants, agreements, terms and conditions contained in this Amendment shall bind and inure to the benefit of the parties hereto and, except as may otherwise be provided in the Agreement, as hereby modified and supplemented, their respective legal successors and assigns.

(c) This Amendment may not be changed orally but only by a writing signed by both parties hereto.

(d) This Amendment shall be governed by and construed in accordance with the laws of the State of Louisiana.

** Remainder of Page Intentionally Blank – Signature Page Follows **

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IN WITNESS WHEREOF , the parties hereto have executed this Amendment as of the date set forth above.