-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FaINd+rXeYyxyQxv1XgmaQ1T+psKTzREILgMECGvkCF+K8w+gJ+ZcMOCYN0LJOST TkU7uk6I1F79yY22f+yuCw== 0000277595-98-000001.txt : 19980130 0000277595-98-000001.hdr.sgml : 19980130 ACCESSION NUMBER: 0000277595-98-000001 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19980129 EFFECTIVENESS DATE: 19980129 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENERGEN CORP CENTRAL INDEX KEY: 0000277595 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 630757759 STATE OF INCORPORATION: AL FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-45107 FILM NUMBER: 98515762 BUSINESS ADDRESS: STREET 1: 2101 SIXTH AVE N CITY: BIRMINGHAM STATE: AL ZIP: 35203 BUSINESS PHONE: 2053262742 MAIL ADDRESS: STREET 1: 2101 SIXTH AVE N CITY: BIRNINGHAM STATE: AL ZIP: 35203 FORMER COMPANY: FORMER CONFORMED NAME: ALAGASCO INC DATE OF NAME CHANGE: 19851002 S-8 1 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: 2 JOHN K. MOLEN Bradley Arant Rose & White LLP 2001 Park Place, Suite 1400 Birmingham, Alabama 35203 (205) 521-8238
CALCULATION OF REGISTRATION FEE 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
*Estimated pursuant to Rule 457(c) solely for the purpose of calculating the registration fee. 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). 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 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 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 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 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 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:
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, 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.
* Incorporated by reference. 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 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 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. 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.
Signature Title Date * Director January 28, 1998 Stephen D. Ban * Director January 28, 1998 Julian W. Banton * Controller January 28, 1998 Grace B. Carr (Principal Accounting Officer) 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
16
Index to Exhibits 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 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.
* Incorporated by reference. EX-4.J 2 1997 STOCK INCENTIVE PLAN 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: 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 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. 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 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 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. 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 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. 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 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. 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, 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: 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 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 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. EX-5 3 OPINION OF BRADLEY ARANT, ET AL. 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. 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 EX-23.A 4 CONSENT OF COOPERS & LYBRAND LLP 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 EX-24 5 POWER OF ATTORNEY 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. 2
/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
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