Form of Directors/Officers Indemnification Agreement

Exhibit 10(j)-3 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this " Agreement" ) is made and entered into on , 2008, by and between EnergySouth, Inc., a Delaware corporation (the " Corporation" ), and , an officer and/or member of the Board of Directors of the Corporation (" Indemnitee" ). WHEREAS, the Corporation heretofore entered into an indemnification agreement with each of its officers and directors providing for certain indemnification rights under the laws of the State of Alabama (the " Alabama Indemnification Agreement" ); and WHEREAS, on February 1, 2007, the Corporation completed its redomestication in the State of Delaware; and WHEREAS, the Corporation and the Indemnitee desire to enter into this Agreement, which provides for certain indemnification rights under the laws of the State of Delaware; and WHEREAS, this Agreement supersedes the Alabama Indemnification Agreement as hereinafter provided. NOW, THEREFORE , in consideration of the mutual agreements herein contained, the parties agree as follows: 1. Indemnification . (a) Indemnitee shall be indemnified and held harmless by the Corporation to the fullest extent permitted by its Certificate of Incorporation, By-Laws and the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended, against all expenses, liability and loss (including attorneys' fees, judgments, fines, and amounts paid or to be paid in any settlement approved in advance by the Corporation, such approval not to be unreasonably withheld) (collectively, " Indemnifiable Expenses" ) actually and reasonably incurred or suffered by Indemnitee in connection with any present or future threatened, pending or contemplated investigation, claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (collectively, " Indemnifiable Litigation" ), (i) to which Indemnitee is or was a party or is threatened to be made a party by reason of any action or inaction in Indemnitee' s capacity as a director or officer of the Corporation, or (ii) with respect to which Indemnitee is otherwise involved by reason of the fact that Indemnitee is or was serving as a director, officer, employee or agent of the Corporation, or of any subsidiary or division, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.


(b) In the event of payment under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Corporation effectively to bring suit to enforce such rights. (c) The Corporation shall not be liable under this Agreement to make any payment in connection with any claim made against the Indemnitee: (i) for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance; (ii) for which the Indemnitee is indemnified by the Corporation otherwise than pursuant to this Agreement. (iii) based upon or attributable to the Indemnitee gaining in fact any personal profit or advantage to which he/she was not legally entitled; (iv) for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Corporation within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of any state s ...