Energen 1992 Directors Stock Plan

ENERGEN CORPORATION
1992 DIRECTORS STOCK PLAN
(AS AMENDED APRIL 25, 1997)


1. PURPOSE


This Energen Corporation 1992 Directors Stock Plan (the "Plan") is hereby established by Energen Corporation (the "Company"). The purpose of the Plan is to enable the Company to pay part of the compensation of its non-employee directors in shares of the Company's common stock ("Stock"). The Plan provides annual grants of Stock to non-employee directors and in addition permits such directors to elect to take all or part of their cash compensation in the form of Stock.


2. ELIGIBILITY


Each member of the Board of Directors of the Company (the "Board") who is not an officer or Employee of the Company or any of its subsidiaries (a "Non-Employee Director") shall be eligible for participation in the Plan.


3. ANNUAL GRANTS


As soon as reasonably practicable following the fiscal year ended September 30, 1992 and each fiscal year thereafter so long as this Plan remains in effect, an annual award of Stock (adjusted as described below) shall be granted and issued to each Non-Employee Director who is serving as such on the last day of such year and has held such position for at least six months. The annual award payable at the conclusion of fiscal years ended September 30, 1992-1995 shall be 200 shares. The annual award payable with respect to fiscal years ended September 30, 1996 and thereafter, shall be 300 shares. If the Company shall at any time issue any shares of Stock (i) in subdivision of outstanding shares of Stock, by reclassification or otherwise, or (ii) for a stock dividend, the size of future annual awards shall be increased proportionately; and in like manner, reduced proportionately in case of any combination of shares of Stock. In addition to the foregoing annual awards, a supplemental award of 100 shares shall be made during February, 1996 to each individual who was serving as a Non-Employee Director on December 31, 1995, regardless of length of service.


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