<PAGE> 1
As filed with the Securities and Exchange Commission
on January 28, 1998
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
___________________
ENERGEN CORPORATION
(Exact name of registrant as specified in its charter)
Alabama 63-0757759
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2101 Sixth Avenue North
Birmingham, Alabama 35203
(Address of Principal Executive Offices) (Zip Code)
ENERGEN CORPORATION
1997 STOCK INCENTIVE PLAN
(Full title of the plan)
___________________
J. DAVID WOODRUFF, JR.
Vice President-Legal and Assistant Secretary
2101 Sixth Avenue North
Birmingham, Alabama 35203
(Name and address of agent for service)
(205) 326-2700
(Telephone number, including area code, of agent for service)
with a copy to:
<PAGE> 2
JOHN K. MOLEN
Bradley Arant Rose & White LLP
2001 Park Place, Suite 1400
Birmingham, Alabama 35203
(205) 521-8238
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Title Of Each Amount To Proposed Proposed Amount Of
Class Of Be Maximum Maximum Registration
Securities Registered Offering Aggregate Fee
To Be Price Per Offering
Registered Share* Price*
Common 650,000 $38.40625 $24,964,065.50 $7,364.40
Stock, par Shares
value of
$.01 per
share
</TABLE>
*Estimated pursuant to Rule 457(c) solely for the purpose of
calculating the registration fee.
<PAGE> 3
In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant
to the employee benefit plan(s) described herein.
REGISTRANT INFORMATION AND
EMPLOYEE PLAN ANNUAL INFORMATION
The documents incorporated by reference in Item 3 of Part II
of the Registration Statement (not including exhibits to the
information that is incorporated by reference unless such
exhibits are specifically incorporated by reference into the
information that the Registration Statement incorporates) are
incorporated by reference into the Section 10(a) Prospectus and
are available, without charge, to the participants upon written
or oral request to Secretary, Energen Corporation, 2101 Sixth
Avenue North, Birmingham, Alabama 35203 (telephone number
(205)326-2700). The documents containing the information
requested by Part I of Form S-8, Energen Corporation's latest
Annual Report on Form 10-K, and all reports, proxy statements,
and other communications distributed generally to the security
holders of Energen Corporation are available, without charge, to
participants upon written or oral request to Secretary, Energen
Corporation, 2101 Sixth Avenue North, Birmingham, Alabama 35203
(telephone number (205)326-2700).
<PAGE>
<PAGE> 4
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant and the
Energen Corporation 1997 Stock Incentive Plan (the "Plan")
with the Securities and Exchange Commission are incorporated
herein by reference as of their respective dates:
(a) The Corporation's Annual Report on Form 10-K for
the year ended September 30, 1997, filed pursuant to Section
13(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"); and
(b) The description of the Corporation's preferred
stock purchase rights contained in, and the Rights Agreement
filed as an exhibit to, the Corporation's Registration
Statement on Form 8-A, as amended, File No. 1-7810, dated
August 8, 1988.
All documents filed by the Corporation pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Registration Statement and
prior to the termination of the offering of the securities
offered hereby shall be deemed to be incorporated by
reference in this Registration Statement and to be a part
hereof from the date of the filing of such documents. Any
statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be
modified or superseded, for purposes of this Registration
Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or
replaces such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration
Statement.
The information relating to the Corporation contained
in this Registration Statement summarizes, is based upon, or<PAGE>
<PAGE> 5
refers to, information and financial statements contained in one
or more of the documents incorporated by reference in this
Registration Statement; accordingly, such information contained
herein is qualified in its entirety by reference to such
incorporated documents and should be read in conjunction
therewith.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the securities offered hereby has been
passed upon by the firm of Bradley Arant Rose & White LLP,
counsel for the Registrant. As of the date of this
Registration Statement, the partners and associates of the
firm of Bradley Arant Rose & White LLP beneficially own
approximately 5,000 shares of Energen Common Stock.
Item 6. Indemnification of Directors and Officers.
(a) Articles XI of the Registrant's Restated Certificate of
Incorporation provides as follows:
XI. Limitation of Liability:
(a) A director of the Corporation shall not be
liable to the Corporation or its shareholders for money
damages for any action taken, or failure to take action, as
a director, except for (i) the amount of a financial benefit
received by such director to which such director is not
entitled; (ii) an intentional infliction of harm by such
director on the Corporation or its shareholders; (iii) a
violation of Section 10-2B-8.33 of the Code of Alabama of
1975 or any successor provision to such section; (iv) an
intentional violation by such director of criminal law; or
(v) a breach of such director's duty of loyalty to the
Corporation or its shareholders. If the Alabama Business
Corporation Act, or any successor statute thereto, is
hereafter amended to authorize the further elimination or
limitation of the liability of a director of a corporation,
then the liability of a director of the Corporation, in<PAGE>
<PAGE> 6
addition to the limitations on liability provided herein,
shall be limited to the fullest extent permitted by the
Alabama Business Corporation Act, as amended, or any
successor statute thereto. The limitation on liability of
directors of the Corporation contained herein shall apply to
liabilities arising out of acts or omissions occurring
subsequent to the adoption of this Article XI and, except to
the extent prohibited by law, to liabilities arising out of
acts or omissions occurring prior to the adoption of this
Article XI. Any repeal or modification of this Article XI
by the shareholders of the Corporation shall be prospective
only and shall not adversely affect any limitation on the
liability of a director of the Corporation existing at the
time of such repeal or modification.
(b) Section 2.06 of the Bylaws of the Registrant provides
as follows:
2.06 Indemnification of Directors and Officers;
Liability Insurance
(a) The Corporation does hereby indemnify any officer
or director of the Corporation who was, or is, a party, or
is threatened to be made a party, to any threatened,
pending, or completed claim, action, or proceeding, whether
civil, criminal, administrative, or investigative, including
appeals, other than an action by or in the right of the
Corporation, by reason of the fact that he is or was a
director, an officer, an employee, or an agent of the
Corporation or is, or was, serving at the request of the
Corporation as a director, officer, partner, employee, or
agent of another corporation, partnership, joint venture,
trust, or other enterprise against expenses, including
attorneys' fees, judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him in
connection with such action or proceeding if he acted in
good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Corporation and,
with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The
termination of any action or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere,
or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in<PAGE>
<PAGE> 7
a manner which he reasonably believed to be in or not
opposed to the best interests of the Corporation and, with
respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.
(b) The Corporation does hereby indemnify any officer
or director of the Corporation who was, or is, a party, or
is threatened to be made a party, to any threatened,
pending, or completed claim or action by, or in the right
of, the Corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, an officer,
an employee, or an agent of the Corporation, or is or was
serving at the request of the Corporation as a director,
officer, partner, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise
against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the defense or
settlement of such action if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to,
the best interests of the Corporation, except that no
indemnification shall be made in respect of any claim,
issue, or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the
performance of his duty to the Corporation unless, and only
to the extent that the court in which such action was
brought shall determine upon application that, despite the
adjudication of liability but in view of all circumstances
of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which such court shall deem
proper.
(c) To the extent that a director or an officer of the
Corporation has been successful on the merits or otherwise
in defense of any action or proceeding referred to in
subsections (a) and (b) of this section or in defense of any
claim, issue or matter therein, he shall be indemnified
against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection therewith,
notwithstanding that he has not been successful on any other
claim, issue, or matter in any such action or proceeding.
(d) Any indemnification under subsections (a) and (b)
of this section, unless ordered by a court, shall be made by
the Corporation only as authorized in the specific case upon
<PAGE> 8
a determination that indemnification of the director or
officer is proper in the circumstances because he has met
the applicable standard of conduct set forth in subsections
(a) and (b) of this section. Such determination shall be
made:
(i) By the Board of Directors by a majority vote
of a quorum consisting of directors who were not
parties to, or who have been wholly successful on the
merits or otherwise with respect to, such claim,
action, or proceeding;
(ii) If such a quorum is not obtainable, or even
if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written
opinion; or
(iii) By the stockholders.
(e) Expenses, including attorneys' fees, incurred in
defending a civil or criminal claim, action, or proceeding
may be paid by the Corporation in advance of the final
disposition of such claim, action, or proceeding as authorized
in the manner provided in subsection (d) of this section upon
receipt of an undertaking by or on behalf of the director or
officer to repay such amount if, and to the extent that, it shall
ultimately be determined that he is not entitled to be
indemnified by the Corporation as authorized in this section.
(f) The indemnification authorized by this section
shall not be deemed exclusive of, and shall be in addition
to, any other rights, whether created prior or subsequent to
the enactment of this section, to which those indemnified
may be entitled under any statute, rule of law, provision of
articles of incorporation, by-law, agreement, or vote of
stockholders or disinterested directors, or otherwise, both
as to action in his official capacity and as to action in
another capacity while holding such office and shall
continue as to a person who has ceased to be a director or
an officer, and shall inure to the benefit of the heirs,
executors, and administrators of such a person.
(g) The Corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a
<PAGE> 9
director or an officer of the Corporation, or is or was
serving at the request of the Corporation as a director,
officer, partner, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise
against any liability asserted against him and incurred by
him in any such capacity or arising out of his status as
such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of
this section.
(c) In addition to the forgoing provisions of the Bylaws of
the Registrant, directors and officers controlling persons
of the Registrant may be indemnified by the Registrant
pursuant to the provisions of Sections 10-2B-8.50 to
10-2B-8.58 of the Code of Alabama of 1975, as amended,
which indemnity may be broader than that provided by the
Registrant's Bylaws.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following Exhibits are filed as a part of the
Registration Statement:
<TABLE>
<CAPTION>
<S> <C> <C>
Exhibit No. Description
*4(a) - Restated Conformed Certificate of Incorporation
of the Registrant, as amended through February 3,
1995, which was filed as Exhibit 3(f) to the
Registrant's Annual Report on Form 10-K for the
year ended September 30, 1995 (File No. 1-7810).
*4(b) - Certificate of Adoption of Resolutions Designating
Series A Junior Participating Preferred Stock,
adopted June 27, 1988, which was filed as Exhibit
4(e) to the Registrant's Registration Statement on
Form S-2 (Registration No. 33-25435).
*4(c) - Bylaws of the Registrant, which were filed as
Exhibit 4(e) to the Registrant's Registration
Statement on Form S-8 (Registration No. 33-14855).
*4(d) - Rights Agreement, dated as of July 27, 1988,<PAGE>
<PAGE> 10
between Energen Corporation and AmSouth Bank,
N.A., Rights Agent, which was filed as Exhibit I
to the Registrant's Registration Statement on Form
8-A (File No. 1-7810).
*4(e) - Amendment of Rights Agreement, dated as of
February 28, 1990, between Energen Corporation and
AmSouth Bank, N.A., Rights Agent, which was filed
as Exhibit 2 to Registrant's Form 8 Amendment No.
2 to its Registration Statement on Form 8-A (File
No. 1-7810).
*4(f) - Indenture, dated as of January 1, 1992, between
the Registrant and Boatman's Trust Company,
Trustee, which was filed as Exhibit 4 to the
Registrant's Registration Statement on Form S-3
(Registration No. 33-44936).
*4(g) - Indenture, dated as of March 31, 1993, between the
Registrant and Boatman's Trust Company, Trustee,
which was filed as Exhibit 4 to the Registrant's Registration
Statement on Form S-3 (Registration No. 33-25435).
*4(h) - Indenture dated as of November 1, 1993, between
Alabama Gas Corporation and NationsBank of
Georgia, National Association, Trustee, which was
filed as Exhibit 4(k) to Alabama Gas's
Registration Statement on Form S-3 (Registration
No. 33-70466).
*4(i) - Indenture between Energen Corporation and The Bank
of New York, as Trustee, dated as of September 1,
1996, which was fined as Exhibit 4(i) to the
Registrant's Registration Statement on Form S-3
(Registration No. 333-43245).
4(j) - Energen Corporation 1997 Stock Incentive Plan.
5 - Opinion of Bradley Arant Rose & White LLP as to
the legality of the securities being offered.
23(a) - Consent of Coopers & Lybrand, L.L.P.
23(b) - Consent of Bradley Arant Rose & White LLP is
contained in their opinion filed as Exhibit 5 to
this Registration Statement.
24 - Powers of Attorney of certain officers and
directors.
</TABLE>
* Incorporated by reference.
<PAGE> 11
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made of the securities registered hereby, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this
Registration Statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent
a fundamental change in the information
set forth in this Registration Statement.
Notwithstanding the foregoing, any increase
or decrease in volume of securities offered
(if the total dollar value of securities offered
would not exceed that which was registered)
and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) (17 CFR
Section 230.424(b)) if, in the aggregate, the changes in
volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in this
Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any material
change to such information in the Registration
Statement;
Provided, however, that the undertakings set forth in
paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if
the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that
<PAGE> 12
are incorporated by reference in the Registration Statement.
(2) That for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of
post-effective amendment any of the securities being
registered which remain unsold at the termination
of the offering.
(b) The undersigned Registrant hereby undertakes that,
for purposes for determining any liability under the
Securities Act of 1933, each filing of the Registrant's
Annual Report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and each filing of the
Plan's Annual Report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by
reference in the Registration Statement shall be deemed to
be a new registration statement relating to the securities
offered herein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or
paid by a director, officer, or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer, or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of<PAGE>
<PAGE> 13
its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.<PAGE>
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Birmingham, State of Alabama, on the 28th day of
January, 1998.
ENERGEN CORPORATION
By /s/ GEOFFREY C. KETCHAM
Geoffrey C. Ketcham
Its Executive Vice President,
Treasurer and Chief Financial
Officer
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
* Director January 28, 1998
Stephen D. Ban
*
Director January 28, 1998
Julian W. Banton
*
Controller January 28, 1998
Grace B. Carr (Principal
Accounting
Officer)
<PAGE> 15
*
Director January 28, 1998
R. D. Cash
*
Director January 28, 1998
J. Mason Davis, Jr.
/s/ GEOFFREY C. KETCHAM Executive January 28, 1998
Geoffrey C. Ketcham Vice President,
Treasurer and
Chief Financial
Officer
*
Director January 28, 1998
Wallace L. Luthy
*
Director January 28, 1998
Rex J. Lysinger
*
Director January 28, 1998
Judy M. Merritt
*
Director January 28, 1998
Drayton Nabers, Jr.
*
Chairman January 28, 1998
Wm. Michael Warren,Jr. of the
Board,
President,
Chief Executive
Officer and Director
*By /s/ GEOFFREY C. KETCHAM
Geoffrey C. Ketcham
Attorney-in-fact
</TABLE>
<PAGE> 16
<TABLE>
<CAPTION>
Index to Exhibits
<S> <C> <C>
Exhibit No. Description
*4(a) - Restated Conformed Certificate of Incorporation
of the Registrant, as amended through February 3,
1995, which was filed as Exhibit 3(f) to the
Registrant's Annual Report on Form 10-K for the
year ended September 30, 1995 (File No. 1-7810).
*4(b) - Certificate of Adoption of Resolutions Designating
Series A Junior Participating Preferred Stock,
adopted June 27, 1988, which was filed as Exhibit
4(e) to the Registrant's Registration Statement on
Form S-2 (Registration No. 33-25435).
*4(c) - Bylaws of the Registrant, which were filed as
Exhibit 4(e) to the Registrant's Registration
Statement on Form S-8 (Registration No. 33-14855).
*4(d) - Rights Agreement, dated as of July 27, 1988,
between Energen Corporation and AmSouth Bank,
N.A., Rights Agent, which was filed as Exhibit I
to the Registrant's Registration Statement on Form
8-A (File No. 1-7810).
*4(e) - Amendment of Rights Agreement, dated as of
February 28, 1990, between Energen Corporation and
AmSouth Bank, N.A., Rights Agent, which was filed
as Exhibit 2 to Registrant's Form 8 Amendment No.
2 to its Registration Statement on Form 8-A (File
No. 1-7810).
*4(f) - Indenture, dated as of January 1, 1992, between
the Registrant and Boatman's Trust Company,
Trustee, which was filed as Exhibit 4 to the
Registrant's Registration Statement on Form S-3
(Registration No. 33-44936).
*4(g) - Indenture, dated as of March 31, 1993, between the
Registrant and Boatman's Trust Company, Trustee,
which was filed as Exhibit 4 to the Registrant's Registration
<PAGE> 17
Statement on Form S-3 (Registration No. 33-25435).
*4(h) - Indenture dated as of November 1, 1993, between
Alabama Gas Corporation and NationsBank of
Georgia, National Association, Trustee, which was
filed as Exhibit 4(k) to Alabama Gas's
Registration Statement on Form S-3 (Registration
No. 33-70466).
*4(i) - Indenture between Energen Corporation and The Bank
of New York, as Trustee, dated as of September 1,
1996, which was fined as Exhibit 4(i) to the
Registrant's Registration Statement on Form S-3
(Registration No. 333-43245).
4(j) - Energen Corporation 1997 Stock Incentive Plan.
5 - Opinion of Bradley Arant Rose & White LLP as to
the legality of the securities being offered.
23(a) - Consent of Coopers & Lybrand, L.L.P.
23(b) - Consent of Bradley Arant Rose & White LLP is
contained in their opinion filed as Exhibit 5 to
this Registration Statement.
24 - Powers of Attorney of certain officers and
directors.
</TABLE>
* Incorporated by reference.
<PAGE> 1
Exhibit 4(j)
ENERGEN CORPORATION
1997 STOCK INCENTIVE PLAN
(November 25, 1997)
The purpose of this Plan is to provide a means whereby Energen
Corporation may, through the use of stock and stock related
compensation, attract and retain persons of ability as employees
and motivate such employees to exert their best efforts on behalf
of Energen Corporation and its subsidiaries.
1. Definitions. As used in the Plan, the following terms
have meanings indicated:
"Award" means Incentive Stock Options, Nonqualified Stock
Options and/or Restricted Stock granted under the Plan.
"Board" means the Board of Directors of Energen.
"Cause" means any of the following:
(1) The willful and continued failure by a Participant
to substantially perform such Participant's duties with
Energen or Subsidiary (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 Energen or a Subsidiary monetarily or
otherwise; or
(3) The conviction of a Participant of a felony.
"Change in Control" means:
<PAGE> 2
(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 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 25, 1997,
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 25, 1997, 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.
"Code" means the Internal Revenue Code of 1986, as amended
<PAGE> 3
from time to time.
"Committee" means the Officers Review Committee of the Board
or such other Committee of two or more directors as may be
determined by the Board.
"Energen" means Energen Corporation and any successor
corporation by merger or other reorganization.
"Employee" means any employee of one or more of Energen
and the Subsidiaries.
"Exchange Act" means the Securities Exchange Act of 1934.
"Exercise Date" means the date on which a notice of option
exercise is delivered to Energen pursuant to Section 6.3(c) or a
notice of option cancellation is delivered to Energen pursuant to
Section 6.3(i).
"Expiration Date" means the last day on which an option issued
under the Plan may be exercised, as such date may be extended
pursuant to Section 6.3(a).
"Fair Market Value" means, with respect to a share of Stock,
the closing price of the Stock on the New York Stock Exchange (or
such other exchange or system on which the Stock then trades or is
quoted) or, if there is no trading of the Stock on the relevant
date, then the closing price on the most recent trading date
preceding the relevant date. With respect to other consideration,
the term Fair Market Value means fair market value as may be
reasonably determined by the Committee.
"Incentive Stock Options" means options granted under the Plan
to purchase Stock which at the time of grant qualify as "incentive
stock options" within the meaning of Section 422 of the Code.
"Nonqualified Stock Options" means options granted under the
Plan to purchase Stock which are not Incentive Stock Options.
"Participant" means an Employee who is selected by the
Committee to receive an Award.
"Performance Measures" has the meaning set forth in Section
7.3.
<PAGE> 4
"Plan" means this Energen Corporation 1998 Stock
Incentive Plan.
"Restricted Stock" means Stock granted to a Participant
under Section 7 of the Plan with respect to which the
applicable Restrictions have not lapsed or been removed.
"Restrictions" means the transfer and other restrictions set
forth in Section 7.2(a).
"Stock" means the common stock, par value $.01 per share,
of Energen as such stock may be reclassified, converted or
exchanged by reorganization, merger or otherwise.
"Subsidiary" means any corporation, the majority of the
outstanding voting stock of which is owned, directly or
indirectly by Energen Corporation.
"Ten Percent Stockholder" means an individual who, at the time
of grant, owns stock possessing more than 10 percent of the total
combined voting power of all classes of stock of Energen.
2. Shares Subject to the Plan. Subject to adjustment in
accordance with Section 3, an aggregate of 650,000 shares of Stock
are available for issuance (including shares transferred from
treasury) under the Plan. Shares of Stock allocable to an Award or
portion of an Award that is canceled by forfeiture, expiration or
for any other reason (excepting pursuant to a stock appreciation
right election under Section 6.3(i)) shall again be available for
additional Awards. If any option granted under the Plan shall be
canceled as to any shares of Stock pursuant to Section 6.3(i)
(stock appreciation rights), then such shares of Stock shall not be
available for the grant of another Award.
3. Adjustments in Event of Change in Common Stock. In the
event of any change in the Stock by reason of any stock dividend,
recapitalization, reorganization, merger, consolidation, split-up,
combination or exchange of shares, or rights offering to purchase
Stock at a price substantially below fair market value, or of any
similar change affecting the Stock, the number and kind of shares
which thereafter may be available for issuance under the Plan, and
the number and kind of shares subject to option in outstanding
option agreements and the purchase price per share thereof shall be
appropriately adjusted consistent with such change in such manner
<PAGE> 5
as the Committee may deem equitable to prevent dilution or
enlargement of the rights granted to, or available for,
Participants in the Plan. If the adjustment would result in
fractional shares with respect to an Award, then the Committee may
make such further adjustment (including, without limitation, the
use of consideration other than Stock or rounding to the nearest
whole number of shares) as the Committee shall deem appropriate to
avoid the issuance of fractional shares.
4. Administration of the Plan. The Plan shall be
administered by the Committee. No member of the Committee shall
be eligible to participate in the Plan while serving as a member of
the Committee. Subject to the provisions of the Plan, the
Committee shall have the exclusive authority to select the
Employees who are to be Participants in the Plan, to determine the
Award to be made to each Participant, and to determine the
conditions subject to which Awards will become payable under the
Plan. The Committee shall have full power to administer and
interpret the Plan and to adopt such rules and regulations
consistent with the terms of the Plan as the Committee deems
necessary or advisable in order to carry out the provisions of the
Plan. The Committee's interpretation and construction of the Plan
and of any conditions applicable to Awards shall be conclusive and
binding on all persons, including Energen and all Participants.
Any action which can be taken, or authority which can be exercised,
by the Committee with respect to the Plan, may also be taken or
authorized by the Board.
5. Participation. Participants in the Plan shall be
selected by the Committee from those Employees who, in the judgment
of the Committee, have significantly contributed or can be expected
to significantly contribute to Energen's success.
6. Options
6.1 Grant of Options. Subject to the provisions of the
Plan, the Committee may (a) determine and designate from time to
time those Participants to whom options are to be granted and the
number of shares of Stock to be optioned to each employee; (b)
authorize the granting of Incentive Stock Options, Nonqualified
Stock Options, or combination of Incentive Stock Options and
Nonqualified Stock Options; (c) determine the number of shares
subject to each option; (d) determine the time or times when each
Option shall become exercisable and the duration of the exercise
<PAGE> 6
period; and (e) determine whether and, if applicable, the manner
in which each option shall contain stock appreciation rights
and/or dividend equivalents; provided, however, that (i) no
Incentive Stock Option shall be granted after the expiration of
ten years from the effective date of the Plan specified in
Section 13 and (ii) the aggregate Fair Market Value
(determined as of the date the option is granted) of the
Stock with respect to which Incentive Stock Options are
exercisable for the first time by any employee
during any calendar year (under all plans of Energen and its
Subsidiaries) shall not exceed $100,000.
6.2 Individual Limitation. The aggregate of all Awards
received by any individual Participant shall not include options
with respect to more than 150,000 shares of Stock (adjusted in
accordance with Section 3.).
6.3 Terms and Conditions of Options. Each option granted
under the Plan shall be evidenced by an agreement, in a form
approved by the Committee. Such agreement shall be subject to the
following express terms and conditions and to such other terms and
conditions as the Committee may deem appropriate:
(a) Option Period. Each option agreement shall specify
the period for which the option thereunder is granted and
shall provide that the option shall expire at the end of such
period. The Committee may extend such period provided that,
in the case of an Incentive Stock Option, such extensions
shall not in any way disqualify the option as an Incentive
Stock Option. In no case shall such period for an Incentive
Stock Option, including any such extensions, exceed ten years
from the date of grant, provided, however that, in the case of
an Incentive Stock Option granted to a Ten Percent
Stockholder, such period, including extensions, shall not
exceed five years from the date of grant.
(b) Option Price. The option price per share shall be
determined by the Committee at the time any option is granted,
and shall be not less than (i) the Fair Market Value, or (ii)
in the case of an Incentive Stock Option granted to a Ten
Percent Stockholder, 110 percent of the Fair Market Value,
(but in no event less than the par value) of one share of
Stock on the date the option is granted, as determined by the
Committee.
<PAGE> 7
(c) Exercise of Option. No part of any option may be
exercised until the optionee shall have remained in the employ
of Energen or of a Subsidiary for such period, if any, as the
Committee may specify in the option agreement, and the option
agreement may provide for exercisability in installments. The
Committee shall have full authority to accelerate for any
reason it deems appropriate the vesting schedule of all or any
part of any option issued under the Plan. Each option shall
be exercisable in whole or part on such date or dates and
during such period and for such number of shares as shall be
set forth in the applicable option agreement. An optionee
electing to exercise an option shall give written notice to
Energen of such election and of the number of shares the
optionee has elected to purchase and shall at the time of
exercise tender the full purchase price of the shares the
optionee has elected to purchase plus any required withholding
taxes in accordance with Sections 6.3(d) and 8.
(d) Payment of Purchase Price upon Exercise. The
purchase price of the shares as to which an option shall be
exercised shall be paid to Energen at the time of exercise (i)
in cash, (ii) in Stock already owned by the optionee having a
total Fair Market Value equal to the purchase price and not
subject to any lien, encumbrance or restriction on transfer
other than pursuant to federal or state securities laws, (iii)
by election to have Energen withhold (from the Stock to be
delivered to the optionee upon such exercise) shares of Stock
having a Fair Market Value equal to the purchase price or (iv)
by any combination of such consideration having a total Fair
Market Value equal to the purchase price; provided that the
use of consideration described in clauses (ii), (iii) and (iv)
shall be subject to approval by the Committee. In addition
the Committee in its discretion may accept such other
consideration or combination of consideration as the Committee
shall deem to be appropriate and to have a total Fair Market
Value equal to the purchase price. In each case, Fair Market
Value shall be determined as of the Exercise Date.
(e) Exercise in the Event of Death or Termination of
Employment. If an optionee's employment by Energen and all
Subsidiaries shall terminate because of the optionee's (i)
death, (ii) disability, or (iii) retirement in accordance with
the terms of Energen's tax-qualified retirement plans, the
optionee's options may be exercised on or prior to the<PAGE>
<PAGE> 8
applicable Expiration Dates, but only to the extent that such
options were exercisable on the date of such termination. If
an optionee's employment by Energen and all Subsidiaries shall
terminate for any reason other than (i) those set forth in the
preceding sentence, or (ii) termination for Cause, then all
unexercised options under the Plan held by the optionee
(vested or unvested) shall terminate ninety days following the
date of termination of employment, provided that the Committee
shall have the authority to extend such option termination
date. Without limiting the generality of Section 5(c), the
Committee shall have full authority to accelerate the vesting
schedule of all or any part of any option issued under the
Plan and held by an employee who has terminated or plans to
terminate his or her employment, such that a terminated
employee, his heirs or personal representatives may exercise
(at such time or times on or prior to the applicable
Expiration Dates as may be specified by the Committee) any
part or all of any unvested option under the Plan held by such
employee at the date of his or her termination of employment.
Upon termination for Cause, all unexercised options held by
the terminated Employee shall immediately terminate and may
not be exercised.
(f) Nontransferability. Except as may otherwise be
provided in this Section 5(f), no option granted under the
Plan shall be transferable other than by will or by the laws
of descent and distribution and, during the lifetime of the
optionee, an option shall be exercisable only by the optionee.
The foregoing notwithstanding, the optionee may transfer
Nonqualified Stock Options to (i) the optionee's spouse or
natural, adopted or step-children or grandchildren (including
the optionee, "Immediate Family Members"), (ii) a trust for
the benefit of one or more of the Immediate Family Members,
(iii) a family charitable trust established by one or more of
the Immediate Family Members, or (iv) a partnership in which
the only partners are (and, except as may be otherwise agreed
by the Committee, will remain during the option period) one or
more of the Immediate Family Members. Any options so
transferred shall not be further transferable except in
accordance with the terms of this Plan, shall remain subject
to all terms and conditions of the Plan and the applicable
option agreement, and may be exercised by the transferee only
to the extent that the optionee would have been entitled to
exercise the option had the option not been transferred.
<PAGE> 9
(g) Investment Representation. To the extent
reasonably necessary to assure compliance with all applicable
securities laws, upon demand by the Committee for such a
representation, the optionee shall deliver to the Committee at
the time of any exercise of an option or portion thereof or
settlement of stock appreciation rights or dividend
equivalents a written representation that the shares to be
acquired upon such exercise are to be acquired for investment
and not for resale or with a view to the distribution thereof.
Upon such demand, delivery of such representation prior to the
delivery of any shares issued upon exercise of an option and
prior to the expiration of the option period shall be a
condition precedent to the right of the optionee or such other
person to purchase any shares.
(h) Incentive Stock Options. Each option agreement
which provides for the grant of an Incentive Stock Option to
a participant shall contain such terms and provisions as the
Committee may determine to be necessary or desirable in order
to qualify such option as an "incentive stock option" within
the meaning of Section 422 of the Code, or any amendment
thereof or substitute therefor. Energen, in its discretion,
may retain possession of any certificates for Stock delivered
in connection with the exercise of an Incentive Stock Option
or appropriately legend such certificates during the period
that a disposition of such Stock would disqualify the
exercised option from treatment as an incentive stock option
under Section 422 of the Code (a "422 Option"). Subject to
the other provisions of the Plan, Energen shall cooperate with
the optionee should the optionee desire to make a
disqualifying disposition. Any Incentive Stock Option which
is disqualified from treatment as a 422 Option for whatever
reason, shall automatically become a Nonqualified Stock
Option. No party has any obligation or responsibility to
maintain an Incentive Stock Option's status as a 422 Option.
The optionee shall, however, immediately notify Energen of any
disposition of Stock which would cause an Incentive Stock
Option to be disqualified as a 422 Option.
(i) Stock Appreciation Right. Each option agreement
may provide that the optionee may from time to time elect, by
written notice to Energen, to cancel all or any portion of the
option then subject to exercise, in which event Energen's
obligation in respect of such option shall be discharged by<PAGE>
<PAGE> 10
payment to the optionee of an amount in cash equal to the
excess, if any, of the Fair Market Value as of the Exercise
Date of the shares subject to the option or the portion
thereof so canceled over the aggregate purchase price for such
shares as set forth in the option agreement or, if mutually
agreed by the Committee and the optionee, (i) the issuance or
transfer to the optionee of shares of Stock with a Fair Market
Value as of the Exercise Date equal to any such excess, or
(ii) a combination of cash and shares of Stock with a combined
value as of the Exercise Date equal to any such excess.
(j) Dividend Equivalents. Each option agreement may
provide that upon (i) exercise of all or part of a
Nonqualified Stock Option, (ii) cancellation of all or part of
such option pursuant to paragraph 5(i), or (iii) the
occurrence of an Expiration Date, for no additional
consideration, the optionee shall be paid an additional amount
equal to the aggregate amount of cash dividends which would
have been paid on the shares of Stock purchased upon such
exercise or with respect to which such cancellation or
expiration occurs, if such shares had been issued and
outstanding during the period commencing with the option grant
date and ending on the date of option exercise, cancellation
or expiration, plus an amount equal to the interest that such
dividends would have earned from the respective dividend
payment dates if deposited in an account bearing interest,
compounded quarterly on each April 1, July 1, October 1 and
January 1, at a rate calculated as follows. For purposes of
the preceding sentence, the assumed interest rate in effect
for a calendar quarter shall be the announced prime rate of
AmSouth Bank of Alabama (or such comparable rate of a
comparable institution as the Committee may from time to time
determine) in effect on the first day of such calendar
quarter. Such additional amount shall be paid by cash, or if
mutually agreed by the Committee and the optionee, by the
issuance of Stock or a combination of cash and shares of Stock
having an aggregate Fair Market Value as of the applicable
Expiration or Exercise Date, equal to any such excess.
(k) No Rights as Shareholder. No optionee shall have
any rights as a shareholder with respect to any shares subject
to the optionee's option prior to the date of issuance to the
optionee of a certificate or certificates for such shares.
<PAGE> 11
(l) Delivery of Certificates. Subject to Section
6.3(h), as soon as reasonably practicable after receipt of an
exercise notice and full payment, Energen shall deliver to the
optionee, registered in the optionee's name, certificates for
the appropriate number of shares of Stock.
7. Restricted Stock
7.1 Grant of Restricted Stock. The Committee may make
grants of Restricted Stock to Participants. Each restricted Stock
Award shall be evidence by an agreement in a form approved by the
Committee, setting forth the number of shares of Restricted Stock
granted and the terms and conditions to which the Restricted Stock
is subject. Restricted Stock may be awarded by the Committee in
its discretion with or without cash consideration.
7.2 Terms and Conditions of Restricted Stock.
(a) Restrictions. No shares of Restricted Stock may be
sold, assigned, transferred, pledged, hypothecated, or
otherwise encumbered or disposed of (the "Restrictions") until
the Restrictions on such shares have lapsed or been removed.
(b) Lapse. The Committee shall establish as to each
Award of Restricted Stock the terms and conditions upon which
the Restrictions shall lapse, which terms and conditions may
include, without limitation, a required period of service,
Performance Measures, or any other individual or corporate
performance conditions.
(c) Termination of Employment. Except as may be
otherwise expressly provided in the applicable Restricted
Stock Award agreement, should the Participant's employment
with Energen and all Subsidiaries terminate for any reason
including, without limitation, termination because of the
Participant's death, disability, or retirement in accordance
with Energen's tax-qualified retirement plans, any shares of
Stock which remain subject to Restrictions, shall be forfeited
and returned to Energen unless the Committee decides, in its
discretion, to accelerate the time at which any remaining
Restrictions lapse or to remove any or all such Restrictions
entirely (subject to Section 7.2(d)). Upon the termination of
the Participant's employment for any reason, the Committee is
not required to act and, absent some action by the Committee,
<PAGE> 12
all shares of Stock remaining subject to Restriction will be
forfeited and returned to Energen.
(d) Lapse at Discretion of Committee. The Committee
may at any time, in its sole discretion, accelerate the time
at which any or all Restrictions on a Restricted Stock Award
will lapse or remove any and all such Restrictions; provided
that the Committee may not accelerate the lapse of or remove
Restrictions which require the attainment of a Performance
Measure except as may be permitted by the performance-based
exception to Section 162(m) of the Code.
(e) Rights with respect to Restricted Stock. Upon the
acceptance by a Participant of an award of Restricted Stock,
such Participant shall, subject to the restrictions set forth
in paragraph (b) above, have all the rights of a shareholder
with respect to such shares of Restricted Stock, including,
but not limited to, the right to vote such shares of
Restricted Stock and the right to receive all dividends and
other distributions paid thereon. Certificates representing
Restricted Stock may be held by Energen until the restrictions
lapse and shall bear such restrictive legends as Energen shall
deem appropriate.
(f) No Section 83(b) Election. Unless otherwise
expressly agreed in writing by Energen, a Participant shall
not make an election under Section 83(b) of the Code with
respect to a Restricted Stock Award and upon the making of any
such election, all shares of Restricted Stock subject to the
election shall be forfeited and returned to Energen.
7.3 Performance Measures. At its discretion, the
Committee may make the lapsing of Restrictions subject to the
attainment of one or more Performance Measures designed to qualify
for the performance-based exceptions from Section 162(m) of the
Code.
Unless and until Energen's shareholders approve a change in the
Performance Measures set forth in this Section 7.3, the Performance
Measures to be used for purposes of such Awards shall be chosen
from among the following alternatives, as measured with respect to
Energen and/or any one or more of the Subsidiaries, with or without
comparison to a peer group:
<PAGE> 13
(a) return on shareholder's equity;
(b) return on assets;
(c) net income;
(d) earnings per common share;
(e) total shareholder return;
(f) oil and/or gas reserve additions;
(g) utility customer number, volume and/or revenue
growth; and
(h) such other criteria as may be established by the
Committee in writing and which meets the
requirements of the performance-based exception to
Section 162(m) of the Code.
In the event that the performance-based exception to Section 162(m)
or its successor is amended such that the performance-based
exception permits the employer to alter the governing performance
measures without obtaining shareholder approval of such changes,
the Committee shall have discretion to make such changes without
obtaining shareholder approval.
8. Withholding. Each Participant shall, no later than the
date as of which the value of an Award first becomes includible in
the gross income of the Participant for Federal income tax
purposes, pay to Energen and Subsidiaries, or make arrangements
satisfactory to the Committee, in its sole discretion, regarding
payment of, any Federal, FICA, state, or local taxes of any kind
required by law to be withheld with respect to the Award. The
obligations of Energen under the Plan shall be conditional on such
payment or arrangements. Energen and, where applicable, its
Subsidiaries shall, to the extent permitted by law, have the right
to deduct any such taxes owed hereunder by a Participant from any
payment of any kind otherwise due to said Participant. The
Committee may permit Participants to elect to satisfy their
Federal, and where applicable, FICA, state and local tax
withholding obligations with respect to all Awards by the
reduction, in an amount necessary to pay all said withholding tax
obligations, of the number of shares of Stock or amount of cash
<PAGE> 14
otherwise issuable or payable to said Participants in respect of an
Award.
9. No Rights to Continued Employment. The Plan and any Award
granted under the Plan shall not confer upon any Participant any
right with respect to continuance of employment by Energen or any
Subsidiary or any right to further Awards under the Plan, nor shall
they interfere in any way with the right of Energen or any
Subsidiary by which a Participant is employed to terminate the
Participant's employment at any time.
10. Compliance With Other Laws and Regulations. The Plan,
the grant and fulfillment of Awards thereunder, and the obligations
of Energen to sell, issue, release and/or deliver shares of Stock
shall be subject to all applicable federal and state laws, rules,
and regulations and to such approvals by any government or
regulatory agency as may be required. Energen shall not be
required to issue or deliver any certificates for shares of Stock
prior to (a) the listing of such shares on any stock exchange on
which the Stock may then be listed and (b) the completion of any
registration or qualification of such shares under any federal or
state law, or any ruling or regulation of any government body which
Energen shall, in its sole discretion, determine to be necessary or
advisable
11. Change in Control. Except as may be otherwise
expressly provided in the applicable Award agreement, upon the
occurrence of a Change in Control all outstanding Incentive Stock
Options and Nonqualified Stock Options shall be immediately and
fully vested and exercisable and all restrictions on all
outstanding Restricted Stock shall immediately lapse.
12. Amendment and Discontinuance. The Board of Directors
of Energen may from time to time amend, suspend or discontinue the
Plan. Without the written consent of a Participant, no amendment
or suspension of the Plan shall alter or impair any Award
previously granted to a Participant under the Plan.
13. Effective Date of the Plan. The effective date of the
Plan shall be November 25, 1997, the date of its adoption by the
Board, subject to approval by shareholders of Energen holding not
less than a majority of the shares present and voting at its
January 1998 Annual Meeting. Awards may be granted under the Plan
by the Committee as provided herein prior but subject to such
<PAGE> 15
subsequent shareholder approval of the Plan.
14. Name. The Plan shall be known as the "Energen
Corporation 1997 Stock Incentive Plan."
15. 1997 Deferred Compensation Plan. If and to the extent
permitted under the Energen Corporation 1997 Deferred Compensation
Plan (the "Deferred Compensation Plan"), a Participant may elect,
pursuant to the Deferred Compensation Plan, to defer receipt of
part or all of any shares of Stock or other consideration
deliverable under an Award and upon such deferral shall have no
further right with respect to such deferred Award other than as
provided under the Deferred Compensation Plan. In the event of
such a deferral election, certificates for such shares of Stock as
would have otherwise been issued under the Plan but for the
deferral election, may at the discretion of Energen be delivered to
the Trustee under the Deferred Compensation Plan and registered in
the name of the Trustee or such other person as the Trustee may
direct. Regardless of whether such deferred shares of Stock are
issued to the Trustee, they shall constitute "issued" shares for
purposes of the Plan's maximum number of shares limitation set
forth in Section 2.
<PAGE> 1
Exhibit 5
January 28, 1998
Energen Corporation
2101 Sixth Avenue North
Birmingham, Alabama 35203
Ladies and Gentlemen:
In our capacity as counsel for Energen Corporation, an
Alabama corporation (the "Company"), we have examined the
Registration Statement on Form S-8 (the "Registration Statement")
in form as proposed to be filed by the Company with the Securities
and Exchange Commission under the provisions of the Securities Act
of 1933, as amended, relating to up to 650,000 shares of the
Common Stock of the Company, par value $.01 per share (the
"Common Stock"), pursuant to the Energen Corporation
1997 Stock Incentive Plan (the "Plan"). In this connection,
we have examined such records, documents and proceedings
as we have deemed relevant and necessary as a basis for the
opinions expressed herein.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the
State of Alabama;
2. The shares of the Common Stock of the Company referred
to above to be offered under the Registration Statement have been
duly authorized and, when issued and delivered in accordance with
the Plan, will be validly issued, fully paid and nonassessable; and
3. Under the laws of the state of Alabama, no personal
liability will attach to the holder of the shares of Common Stock
issued and delivered in accordance with the Plan.
<PAGE>
<PAGE> 2
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an Exhibit to the
above-referenced Registration Statement.
Yours very truly,
/s/ Bradley Arant Rose & White LLP
<PAGE> 1
Exhibit 23(a)
Consent of Independent Accountants
We consent to the incorporation by reference in the registration
statement of Energen Corporation on Form S-8 (File No. )
of our reports, dated October 23, 1997, on our audits of the consolidated
financial statements and financial statement schedule of Energen
Corporation and Subsidiaries as of September 30, 1997 and 1996,
and for the years ended September 30, 1997, 1996, and 1995, which
are incorporated by reference in the Annual Report on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Birmingham, Alabama
January 28, 1998
<PAGE> 1
EXHIBIT 24
STATE OF ALABAMA )
COUNTY OF JEFFERSON )
POWER OF ATTORNEY
(1997 Stock Incentive Plan)
KNOW ALL MEN BY THESE PRESENTS, that each of the
undersigned Officers and/or Directors of Energen Corporation, whose
signatures appear below hereby constitutes and appoints Wm. Michael
Warren, Jr. and Geoffrey C. Ketcham, and each of them, his or her
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign a
registration statement of Energen Corporation on Form S-8 relating
to the offering of up to 650,000 shares (on a pre-March 2, 1998
Stock Split Basis) of the common stock, $0.01 par value of Energen
Corporation pursuant to the Energen Corporation Employee Savings
Plan, including all amendments to such registration statement, and
to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission
and with any state securities commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or any of
them, or their substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Dated as of the 28 day of January , 1998.
<PAGE>
<PAGE> 2
<TABLE>
<CAPTION>
<S> <C>
/s/ STEPHEN D. BAN /s/ WALLACE L. LUTHY
STEPHEN D. BAN - Director WALLACE L. LUTHY
Director
/s/ JULIAN W. BANTON /s/ REX J. LYSINGER
JULIAN W. BANTON REX J. LYSINGER - Director
- - Director
/s/ R. D. CASH /s/ JUDY M. MERRITT
R. D. CASH - Director JUDY M. MERRITT - Director
/s/ J. MASON DAVIS, JR. /s/ DRAYTON NABERS, JR.
J. MASON DAVIS, JR. DRAYTON NABERS, JR.
Director Director
/s/ WM. MICHAEL /s/ G. C. KETCHAM
WARREN, JR. G. C. KETCHAM - Executive
WM. MICHAEL Vi ce President,Chief Financial
WARREN,JR.-Director Officer and Treasurer
and Chairman, President
and CEO
/s/ GRACE B. CARR
GRACE B. CARR - Controller
</TABLE>
