Form of Split Dollar Life Insurance Plan Agreement

EXHIBIT 10(m)
Energen Corporation
Officer Split Dollar Life Insurance Plan


SPLIT DOLLAR INSURANCE AGREEMENT


THIS SPLIT DOLLAR INSURANCE AGREEMENT ("Agreement"), made as of this 15th day of May, 2000 by and between ENERGEN CORPORATION (the "Company") and SAMPLE EMPLOYEE (the "Participant").


W I T N E S S E T H :


WHEREAS, ENERGEN CORPORATION has adopted the ENERGEN CORPORATION Officer Split Dollar Life Insurance Plan ("Plan") for the benefit of certain employees in order to assist those employees in providing a death benefit for their beneficiaries;


WHEREAS, the Company and the Participant desire to enter into this Split Dollar Insurance Agreement to set forth the terms and conditions under which the parties will jointly acquire and maintain life insurance protection on the life of SAMPLE EMPLOYEE (the "Employee") pursuant to the Plan;


NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein, and intending to be legally bound hereby, the Company and the Participant agree as follows:


1. DEFINITIONS. The following terms shall have the following meanings:


(a) "Disability" means the time period during which the Employee is receiving benefit payments under a long term disability plan of the Company or a Subsidiary, as amended from time to time, for a condition which occurred while the Employee was employed by the Company or a Subsidiary and which renders an Employee disabled as defined under the applicable long term disability plan.


(b) "Insurer" means the insurance company described in Schedule A to this Agreement.


(c) "Maturity Date" means the date described in Schedule A to this Agreement.


(d) "Policy" means the life insurance policy or policies insuring the life of the Employee as described in Schedule A of this Agreement. If more than one policy is described in Schedule A, except as otherwise specifically provided in this Agreement, all such policies will be collectively treated as one policy for purposes of this Agreement.


Other capitalized terms not defined above shall have the meaning specified in the Plan.


2


2. APPLICATION FOR INSURANCE; OWNERSHIP OF THE POLICY. Application shall be made to the Insurer for issuance of a life insurance policy or policies insuring the Employee's life and in such amount as determined by the Company. When the Policy is issued, the policy number(s) shall be recorded on Schedule A. The Company and the Participant shall jointly own the Policy and, subject to this Agreement, shall jointly exercise all ownership rights, which the Policy grants to the policy owner. The Company's obligations under this Agreement are expressly conditioned on issuance of the Policy upon such underwriting classification and premium amount as are acceptable to the Company in the exercise of its sole and absolute discretion.


3. PREMIUM PAYMENTS. The Company shall determine, in its sole and absolute discretion, the premium amounts, if any, paid with respect to the Policy. All premiums paid with respect to the Policy shall be paid by the Company.


4. POLICY INTERESTS.


(a) Company's Policy Interest. The Policy interests described in this Subsection 4(a) shall be referred to as the "Company's Policy Interest."


(1) In the event of the surrender or cancellation of the Policy during the term of this Agreement, the Company's Policy Interest is limited to its right to recover a portion of the cash surrender value equal to the lesser of (i) the cumulative amount of Policy premiums paid by the Company or (ii) the entire Policy cash surrender value.


(2) Upon the Employee's death during the term of this Agreement, the Company's Policy Interest is the greater of (i) the entire death benefit payable under the Policy reduced by the death benefit payable to the Participant's beneficiary as provided in Subsection 4(b)(2) or (ii) an amount equal to the cumulative amount of Policy premiums paid by the Company.


(3) The Company's tax basis in the Policy shall be equal to the cumulative amount of Policy premiums paid by the Company.


(b) Participant's Policy Interest. The Policy interests described in this Subsection 4(b) shall be referred to as the "Participant's Policy Interest."


(1) In the event of the surrender or cancellation of the Policy during the term of this Agreement, the Participant's Policy Interest shall be the excess, if any, of the entire Policy cash surrender value minus the Company's Policy Interest described in Subsection 4(a)(1) above.


(2) Upon the Employee's death during the term of this Agreement, the Participant's Policy Interest payable to the Participant's beneficiary is the lesser of (i) the Participant's Death Benefit specified in Schedule A payable in the policy year of the Employee's death or (ii) the entire death benefit payable under the Policy reduced by the cumulative amount of Policy premiums paid by the Company.


(c) Allocation of Policy Values. During the term of this Agreement, the Company shall have the sole right to allocate Policy values among the Policy's sub-account funds. The


2 3


Participant hereby agrees to hold the Company harmless from and against any and all claims, including without limitation performance of the Policy's sub-account funds, arising out of its allocation of Policy values among the Policy's sub-account funds.


(d) Beneficiary Designation. The Company and Participant agree that the beneficiary designation for the payment of death proceeds in the Policy Application shall be completed so that the Company will be entitled to receive proceeds equal to the Company's Policy Interest and the Participant's beneficiary will be entitled to receive proceeds equal to the Participant's Policy Interest. The Participant may change its designated beneficiary at any time upon notification to the Insurer and completion of the proper beneficiary designation forms.


(e) Policy Loans. Neither the Company nor the Participant shall have the right to obtain policy loans without in each case obtaining the express written consent of the other party. The Company's Policy Interest and the Participant's Policy Interest shall be appropriately reduced by the amount of their respective outstanding policy loans. If such reduction causes a party to have a negative Policy Interest, the party must immediately repay such part of the loan as is necessary to increase such Policy Interest to at least $0.00 (zero dollars).


(f) Misrepresentation, Suicide. If the Employee dies during the first two years after the Policy issued under the Plan is in force, and any material misrepresentation was made in the policy application that woul ...