Energen Long-range Performance Share Plan

ENERGEN CORPORATION
1992 LONG-RANGE PERFORMANCE SHARE PLAN
(AS AMENDED EFFECTIVE APRIL 25, 1997)


1. PURPOSE


The purpose of the Energen Corporation 1992 Long-Range Performance Share Plan (the "Plan") is to further the long-term growth in profitability of the Corporation by offering long-term incentives in addition to current compensation to those key executives who will be largely responsible for such growth.


2. DEFINITIONS


(a) "Award" means Performance Shares awarded to a Participant pursuant to the terms of the Plan.


(b) "Award Period" means the 4-year period (Energen fiscal years) commencing with the first day of the fiscal year in which the applicable Award is granted, except as otherwise determined by the Committee at the time of grant and subject to the other provisions of this Plan.


(c) "Board of Directors" means the Board of Directors of Energen.


(d) "Cause" Termination of employment by the Corporation for "Cause" shall mean termination based on any of the following:


(1) The willful and continued failure by a Participant to substantially perform such participant's duties with the Corporation (other than any such failure resulting from such participant's incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Participant specifically identifying the manner in which such Participant has not substantially performed such Participant's duties;


(2) The engaging by a Participant in willful, reckless or grossly negligent misconduct which is demonstrably injurious to the Corporation monetarily or otherwise; or


(3) The conviction of a Participant of a felony.


(e) "Change in Control" means:


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(1) The acquisition by any person, entity or "group", within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (excluding for this purpose, any employee benefit plan of Energen or any of its Subsidiaries which acquires beneficial ownership of voting securities of Energen), of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of 25% or more of either the then outstanding shares of Common Stock or the combined voting power of Energen's then outstanding voting securities, in one transaction or a series of transactions;


(2) Individuals who, as of November 27, 1991, constitute the Board of Directors (the "Continuing Directors") cease for any reason to constitute at least a majority of the Board of Directors, provided that any person becoming a director of Energen subsequent to November 27, 1991, whose election, or nomination for election by Energen's stockholders, was approved by a vote of at least a majority of the Continuing Directors (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened solicitation with respect to the election or removal of directors of Energen, as such terms are used in Rule 14a-11 of Regulation 14A under the Exchange Act) shall be, for purposes of the Plan, considered as though such person were a Continuing Director;


(3) (i) The occurrence of a merger, consolidation or reorganization of Energen in which, as a consequence of the transaction, either the Continuing Directors do not constitute a majority of the directors of the continuing or surviving corporation or any person, entity or "group", within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act, controls 25% or more of the combined voting power of the continuing or surviving corporation; (ii) the occurrence of any sale, lease or other transfer, in one transaction or a series of transactions, of all or substantially all of the assets of Energen; or (iii) the adoption by Energen of a plan for its liquidation or dissolution.


(f) "Chief Executive Officer" means the chief executive officer of Energen.


(g) "Committee" means the Officers Review Committee of the Board of Directors or such other committee of two or more directors as may be determined by the Board of Directors, provided that in all events each member of the Committee shall be a "disinterested person" within the meaning of Rule 16b-3(c)(2) under the Exchange Act.


(h) "Common Stock" means the Common Stock, par value $0.01 per share, of Energen as such stock may be reclassified, converted or exchanged by reorganization, merger or otherwise.


(i) "Corporation" means Energen and its Subsidiaries.


(j) "Employee" means any person (including any officer or director) employed by the Corporation on a full-time salaried basis.


(k) "Energen" means Energen Corporation, an Alabama Corporation.


(l) "Exchange Act" means the Securities Exchange Act of 1934.


(m) "Fair Market Value" means the average of the daily closing prices for a share of stock for the 20 trading days ending on the fifth business day prior to the date of payment of Performance


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Shares for an Award Period or an Interim Period, as the case may be, on the Composite Tape for the New York Stock Exchange -- Listed Stocks, or, if the stock is not listed on such Exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on which the stock is listed, or, if the stock is not listed on any such Exchange, the average of the daily closing bid quotations with respect to a share of the stock for such 20 trading days on the National Association of Securities Dealers, Inc., Automated Quotations System or any system then in use, or, if no such quotations are available, the fair market value of a share of stock as determined by a majority of the Board of Directors; provided, however that if a Change in Control shall have occurred, then such determination shall be made by a majority of the Continuing Directors.


(n) "Interim Period" means a 1, 2 or 3 year period within an Award Period for which the Committee determines that there shall be Interim Periods.


(o) "Officer" means any Employee of the Corporation who is an "officer" of the Corporation within the meaning of Rule 16a-l(f) under the Exchange Act as well as any Employee who has an officer title with the Corporation.


(p) "Participant" means an Employee who is selected by the Committee to receive an Award under the Plan.


(q) "Performance Share" means the equivalent of one share of Common Stock.


(r) "Qualified Termination" means termination of a Participant's employment with the Corporation which is:


(i) An involuntary termination by the Corporation other
than for Cause;


(ii) Expressly agreed in writing by the Participant and
the Corporation to constitute a Qualified
Termination for purposes of this Plan;


(iii) A result of the death, Disability or Retirement of
the Participant;


(iv) A voluntary termination by the Participant for Good
Reason. The term "Good Reason" means with respect to
an Award and a Participant, the occurrence
subsequent to the grant of such Award of (A) a
reduction in the Participant's aggregate rate of
monthly base pay from the Corporation or (B) the
termination or materially adverse modification of
the Energen Annual Incentive Compensation Plan
without substitution of new short-term incentives
providing comparable compensation opportunities for
the Participant.


(s) "Subsidiary" means any corporation, the majority of the outstanding voting stock of which is owned, directly or indirectly, by Energen.


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3. ADMINISTRATION OF THE PLAN


The Plan shall be administered by the Committee. No membe ...