REMINDER
To Energen Corporation Employee Savings Plan Participants
Regarding the Annual Meeting of Shareholders to be held January
22, 1997
By now you should have received your Annual Report,
Notice of Proxy and Proxy Card in connection with Energen's Annual
Meeting of Shareholders to be held Wednesday, January 22, 1997. As
a participant in the Company's Employee Savings Plan (ESP), you
have the right to direct the Trustee under the Plan how shares of
stock in your ESP account should be voted. As you know, your
voting instructions are kept in complete confidence by the Trustee.
We are writing to encourage you to take this opportunity
to participate in the affairs of your Company and vote your shares.
One of the things we are proud of at Energen is the stock ownership
position of our employees. Through the ESP, employees of the
Company now own approximately 11.8% of Energen's total outstanding
shares.
One of the specific proposals before our shareholders
this year (Proposal 2) authorizes an increase in the amount of
bonded indebtedness which the Company is permitted to incur.
Essentially this proposal is designed to give the Company the
flexibility it needs to raise additional capital through the
issuance of debt as necessary to fund its growth opportunities.
Passage of Proposal 2 requires a majority of the total
outstanding shares of the Company, regardless whether such shares
are voted, and therefore your vote is important. Please exercise
your rights as a shareholder. If you do not return your proxy, the
Trustee cannot vote your shares and your non-participation is
effectively the same as a "no" vote on this proposal.
We appreciate your interest and support. If you have any
questions about this matter, feel free to call Dudley Reynolds at
326-8184.
Sincerely,
/s/Rex J. Lysinger
Rex J. Lysinger
Chairman and Chief Executive
Officer
/s/Wm. Michael Warren, Jr.
Wm. Michael Warren, Jr.
President and Chief Operating
Officer
