**Exhibit 10**

**ENERGEN CORPORATION**

**1997 STOCK INCENTIVE PLAN**

(As Amended Effective January 1, 2007) 

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 employeesto exert their best efforts on behalf of Energen Corporation and its subsidiaries. 

**1. Definitions.**As used in thePlan, the following terms have meanings indicated: 

(a) “Award” means any grant or award under the Plan ofIncentive Stock Options, Nonqualified Stock Options, Restricted Stock and/or Performance Shares granted under the Plan. 

(b) “Award Period” means the 4-year period (Energen fiscal years) commencing with the first day of the fiscal year in which the applicable Performance Share Award is granted, except as otherwise determined by the Committee at thetime of grant and subject to the other provisions of this Plan. 

(c) “Board” means the Board of Directors ofEnergen. 

(d) “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 aSubsidiary (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 inwhich such Participant has not substantially performed such Participant’s duties. 

(2) The engaging by a Participantin 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. 

(e) “Change in Control” means:the occurrence of any one or more of the following: 

(1) The acquisition by any individual, entity or group (within themeaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13(d)-3 promulgated under the Exchange Act) of 25% or more of either (i) the then outstanding shares ofcommon stock of Energen (the “Outstanding Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of Energen entitled to vote generally in the election of directors (the “Outstanding VotingSecurities”); provided, however, that for purposes of this subsection (1) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by Energen or any corporation controlled by Energen shall not constitute aChange in Control; 

(2) Individuals who, as of January 1, 2007, constitute the Board of Directors ofEnergen (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors of Energen (the “Board of Directors”); provided, however that any individual becoming a director subsequent to suchdate whose election, or nomination for election by Energen’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of theIncumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual orthreatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors; 

(3)Consummation of a reorganization, merger or consolidation, or sale or other disposition of all or substantially all of the assets, of Energen (a “Business Combination”), in each case, unless, following such Business Combination,(i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Common Stock and Outstanding Voting Securities immediately prior to such Business Combination beneficially own,directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be,of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns Energen or all or substantially all of Energen’s assets either directly or through one or moresubsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Common Stock and Outstanding Voting Securities, as the case may be, (ii) no Person (excluding anycorporation resulting from such Business Combination or any employee benefit plan (or related trust) of Energen or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 25% or more of, respectively,the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed priorto the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initialagreement, or of the action of the Board of Directors, providing for such Business Combination; 

(4) Any transaction orseries of transactions which is expressly designated by resolution of the Board of Directors to constitute a Change in Control for purposes of this Plan. The Board of Directors may limit the applicability of such Change in Control designation tospecific participants and/or specific purposes. 

(5) In addition to the above described Changes in Control, a Subsidiarytransaction (defined below) will constitute a Change in Control to the extent specified below. A “Subsidiary Transaction” is a transaction that results in securities representing 80% or more of the voting interests in a Subsidiary orsubstantially all of a Subsidiary’s assets being transferred to an entity not controlled by or under common control with Energen. 

(i) A Subsidiary Transaction involving a disposition of Energen’s largest Subsidiary or the assets of Energen’s largest Subsidiary will constitute a Change in Control if immediately prior to such transactionthe Executive was an officer or employee of Energen 

 

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or Energen’s largest Subsidiary. The largest Subsidiary is determined by net book value of property, plant and equipment. 

(ii) A Subsidiary Transaction involving a disposition of Energen Resources Corporation or its assets will constitute a Change in Controlwith respect to each Participant who immediately prior to the transaction was an officer or employee of Energen Resources Corporation. 

(iii) A Subsidiary Transaction involving a disposition of Alabama Gas Corporation or its assets will constitute a Change in Control with respect to each Participant who immediately prior to the transaction was anofficer or employee of Alabama Gas Corporation. 

(f) “Code” means the Internal Revenue Code of 1986, as amendedfrom time to time. 

(g) “Committee” means the Officers Review Committee of the Board or such other Committee oftwo or more directors as may be determined by the Board. 

(h) “Energen” means Energen Corporation and anysuccessor corporation by merger or other reorganization. 

(i) “Employee” means any employee of one or more ofEnergen and the Subsidiaries. 

(j) “Exchange Act” means the Securities Exchange Act of 1934. 

(k) “Exercise Date” means the date on which a notice of option exercise is delivered to Energen pursuant to Section 6.2(c)or a notice of option cancellation is delivered to Energen pursuant to Section 6.2(i). 

(l) “ExpirationDate” means the last day of the option period specified at the time of grant pursuant to Section 6.2(a). 

(m)“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 theStock 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.

(n) “Incentive Stock Options” means options granted under the Plan to purchase Stock which at the time of grantqualify as “incentive stock options” within the meaning of Section 422 of the Code. 

(o) “IndependentAuditor” means the firm of certified public accountants which at the time of the Change in Control had been most recently engaged by Energen to render an opinion on Energen’s consolidated financial statements, or any other firm ofcertified public accountants mutually agreeable to Energen and at least eighty percent of the Participants holding Awards outstanding as of the date of the Change in Control. 

 

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(p) “Interim Period” means a 1, 2 or 3 year period within a Performance ShareAward Period for which the Committee determines that there shall be Interim Periods. 

(q) “Measurement Value”means the average of the daily closing prices for a share of Stock for the 20 trading days ending on the fifth business day prior to the date of payment of Performance Shares for an Award Period or an Interim Period, as the case may be, on theComposite Tape for the New York Stock Exchange — Listed Stocks, or, if the stock is not listed on such Exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934, as amended (the“Exchange Act”), on which the stock is listed, or, if the stock is not listed on any such Exchange, the average of the daily closing bid quotations with respect to a share of the stock for such 20 trading days on the National Associationof Securities Dealers, Inc., Automated Quotations System or any system then in use, or, if no such quotations are available, the fair market value of a share of Stock as determined by a majority of the Board of Directors; provided, however that if aChange in Control shall have occurred, then if no such quotations are available, such determination shall be made by a majority of the Incumbent Board (as defined in the Change in Control definition above). 

(r) “Nonqualified Stock Options” means options granted under the Plan to purchase Stock which are not Incentive Stock Options.

(s) “Participant” means an Employee who is selected by the Committee to receive an Award. 

(t) “Performance Measures” has the meaning set forth in Section 10. 

(u) “Performance Share” means the value equivalent of one share of Stock. 

(v) “Plan” means this Energen Corporation 1997 Stock Incentive Plan. 

(w) *Qualified Termination.*“Qualified Termination” means termination of a Participant’s employment with Energen andall Subsidiaries under any one of the following circumstances: 

 
 
(1)

An involuntary termination by Energen and the Subsidiaries, as applicable, other than for Cause. 

 
 
(2)

Expressly agreed in writing by the Participant and Energen and/or a Subsidiary to constitute a Qualified Termination for purposes of this Plan.

 
 
(3)

A result of the Participant’s death or disability. 

 
 
(4)

A result of Participant’s retirement under the Energen Corporation Retirement Income Plan, as amended from time to time. 

 

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(5)

With respect to Awards granted prior to a Change in Control, a voluntary termination for good reason entitling the Participant to severance compensation under awritten change in control severance compensation agreement between Energen and the Participant. 

(x)“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. 

(y) “Restrictions” means the transfer and other restrictions set forth in Section 7.2(a). 

(z) “Stock” means the common stock, par value $.01 per share, of Energen as such stock may be reclassified, converted orexchanged by reorganization, merger or otherwise. 

(aa) “Subsidiary” means any corporation, the majority of theoutstanding voting stock of which is owned, directly or indirectly by Energen Corporation. 

(bb) “Ten PercentStockholder” 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. Share Limitations.**

**2.1 Shares Subject to the Plan.**Subject to adjustment in accordance with Section 3, as of January 1, 2007, 3,539,608 shares of Stock remained reserved and available for issuance under the Plan foroutstanding and future Awards, reflecting the original 650,000-share authorization, the 1998 stock split adjustment, an additional 1,500,000 shares authorized at the January 2002 shareholder meeting, and the 2005 stock split adjustment). Shares ofStock 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 6.2(i)) shall again be available for additionalAwards. If any option granted under the Plan shall be canceled as to any shares of Stock pursuant to Section 6.2(i) (stock appreciation rights), then such shares of Stock shall not be available for the grant of another Award. 

**2.2 Individual Limitation**. Subject to adjustment in accordance with Section 3, the maximum aggregate number of shares ofStock represented by all Awards granted to any one Participant during any one Energen fiscal year shall not exceed 400,000 (reflects the 2005 stock split adjustment), calculated assuming maximum payout of the Awards and with each Performance Sharerepresenting one share of Stock. 

**3. Adjustments in Event of Change in Common Stock.****In the event of anychange 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 ofany similar change affecting the Stock, the number and 

 

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kind of shares which thereafter may be available for issuance under the Plan, the terms of outstanding Awards shall be appropriately adjusted consistent withsuch change in such manner 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 offractional shares. 

**4. Administration of the Plan.**The Plan shall be administered by the Committee. No member of theCommittee 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 thePlan, 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 rulesand 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 applicableto 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 theBoard. 

**5. Participation.**Participants in the Plan shall be selected by the Committee from those Employees who, inthe 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, theCommittee 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 andthe duration of the exercise 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 Optionshall be granted after the expiration of ten years from the effective date of the Plan specified in Section 15 and (ii) the aggregate Fair Market Value (determined as of the date the option is granted) of the Stock with respect to whichIncentive 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. 

 

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**6.2 Terms and Conditions of Options.**Each option granted under the Plan shall beevidenced by a written agreement. 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 thatthe 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 caseshall 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, includingextensions, shall not exceed five years from the date of grant. 

(b) *Option Price.*The option price per share shallbe 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 MarketValue, (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. 

(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 theoption 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 underthe 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 givewritten 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 requiredwithholding taxes in accordance with Sections 6.2(d) and 9. 

(d) *Payment of Purchase Price upon Exercise.*Thepurchase 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 priceand 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) sharesof 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 totalFair 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 for Cause, then all options held by the terminated Employee shall immediately expire.In the event of a Qualified Termination, then all options (subject to the pre-Change in Control grant date limitation of Section 1(w)(5)), held by the 

 

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optionee shall be immediately and fully vested and, subject to the following sentence, may be exercised on or prior to the applicable Expiration Dates. Withrespect to options issued on or after October 25, 2006, (i) in the event of a Section 1(w)(4) Qualified Termination due to retirement, the options may be exercised on or prior to the earlier of the applicable Expiration Dates or thefifth anniversary of the termination date; and (ii) in the event of any other Qualified Termination, the options may be exercised on or prior to the earlier of the applicable Expiration Dates or the third anniversary of the termination date. Ifan optionee’s employment by Energen and all Subsidiaries shall terminate for any reason other than Cause or a Qualified Termination, then all of the optionee’s unvested options shall expire as of the termination date and all of theoptionee’s vested options shall expire ninety days following the date of termination of employment, provided that the Committee shall have the authority to extend such option expiration date up to the original Expiration Date. Without limitingthe 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 heremployment, 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 underthe Plan held by such employee at the date of his or her termination of employment. The foregoing notwithstanding, the Committee may at the time of grant provide for different or supplemental terms and conditions with respect to termination ofemployment and any such terms and conditions expressly provided in the written option agreement shall be controlling with respect to that option. 

(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-childrenor 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 ImmediateFamily 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 shallnot 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 theoptionee would have been entitled to exercise the option had the option not been transferred. 

(g) *InvestmentRepresentation.*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 anoption 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 thedistribution 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 theoptionee or such other person to purchase any shares. 

(h) *Incentive Stock Options*. Each option agreement whichprovides 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 

 

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option” within the meaning of Section 422 of the Code, or any amendment thereof or substitute therefor. Energen, in its discretion, may retainpossession 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 fromtreatment 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 disqualifyingdisposition. 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 StockOption’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 noticeto 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 payment to the optionee of an amount in cash equal to the excess, if any, ofthe 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 andthe 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 theExercise Date equal to any such excess. 

(j) *Dividend Equivalents*. Each option agreement may provide that upon(i) exercise of all or part of an 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 anadditional 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 andoutstanding 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 dividendpayment 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 assumedinterest rate in effect for a calendar quarter shall be the U.S. bank prime rate published by *The Wall Street Journal* in its “Money Rate” tables (or such comparable rate as the Committee may from time to time determine) in effect onthe 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 MarketValue as of the applicable Expiration or Exercise Date, equal to any such excess. 

(k) *No Rights as Shareholder.*Nooptionee 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. 

(l) *Delivery of Certificates.* Subject to Section 6.2(h), as soon as reasonably practicable after receipt of an exercisenotice and full payment, Energen shall deliver to the optionee, registered in the optionee’s name, certificates for the appropriate number of shares of Stock. 

 

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**7. Restricted Stock**

**7.1 Grant of Restricted Stock.** The Committee may make grants of Restricted Stock to Participants. Each restricted Stock Award shallbe evidenced by a written agreement 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 orwithout 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 encumberedor 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, PerformanceMeasures, or any other individual or corporate performance conditions. 

(c) *Termination of Employment.*In the eventof a Qualified Termination, then all restrictions on the Participant’s outstanding Restricted Stock (subject to the pre-Change in Control grant date limitation of Section 1(w)(5)) shall immediately lapse. Should a Participant’semployment with Energen and all Subsidiaries terminate for any reason other than a Qualified Termination, any shares of the Participant’s Stock which remain subject to Restrictions, shall be forfeited and returned to Energen. The foregoingnotwithstanding, the Committee may at the time of grant provide for different or supplemental terms and conditions with respect to termination of employment and any such terms and conditions expressly provided in the written Restricted Stockagreement shall be controlling with respect to that grant of Restricted Stock. 

(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 lapseof 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, suchParticipant 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 RestrictedStock 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 deemappropriate. 

(f) *No Section 83(b) Election.* Unless otherwise expressly agreed in writing by Energen, aParticipant 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 toEnergen. 

 

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**8. Performance Shares**

**8.1 Grant of Performance Shares**

(a) The Committee may from time to time select employees to receive Performance Shares under the Plan. An Employee may be granted more than one Performance Share Award under the Plan. In its discretion at the time ofgrant, the Committee may determine that an Interim Period or Interim Periods should be established for payment with respect to Performance Share Awards. Whenever Interim Periods are established, the terms and conditions with respect to payment afterthe end of such Interim Period shall be those set by the Committee. 

(b) A Performance Share Award shall not entitle aParticipant to receive any dividends or dividend equivalents on Performance Shares; no Participant shall be entitled to exercise any voting or other rights of a stockholder with respect to any Performance Share Award under the Plan; and noParticipant shall have any interest in or rights to receive any shares of Stock prior to the time when the committee determines the form of payment of Performance Shares pursuant to Section 8.2. 

(c) Payment of a Performance Share Award to any Participant shall be made in accordance with Section 8.2 and shall be subject tosuch conditions for payment as the Committee may prescribe at the time the Performance Share Award is made. The Committee may prescribe conditions such that payment of a Performance Share Award may be made with respect to a number of shares of Stockgreater than the number of Performance Shares awarded. The Committee may prescribe different conditions for different Participants. 

(d) Each Performance Share Award shall be made in writing and shall set forth the terms and conditions set by the Committee for payment of such Performance Share Award. 

**8.2 Payment of Performance Share Awards**

Each Participant granted a Performance Share Award shall be entitled to payment on account thereof as of the close of the applicable Award Period, but only if the Committee has determined thatthe conditions for payment of the Award set by the Committee have been satisfied. Participants granted Awards with Interim Periods shall be entitled to partial payment on account thereof as of the close of the Interim Period, but only if theCommittee has determined that the conditions for partial payment of the Award set by the Committee have been satisfied. Performance Shares paid to a Participant for an Interim Period need not be repaid to Energen, notwithstanding that, based on theconditions set for payment at the end of the Award Period, such Participant would not have been entitled to payment of any portion of such Award. Any Performance Shares paid to a Participant for the Interim Period during an Award Period shall bededucted from the Performance Shares to which such Participant is entitled at the end of the Award Period. 

Payment ofAwards shall be made by Energen promptly following the determination by the Committee that payment has been earned. Payment shall be made in the form of shares of Stock. 

 

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**8.3 Termination of Employment**

Except in the case of a Qualified Termination, if, prior to the close of the Award Period with respect to a Performance Share Award, aParticipant’s employment with Energen and all Subsidiaries terminates, then any unpaid portion of such Participant’s Performance Share Award shall be forfeited. In the case of a Qualified Termination, the Participant shall remain entitledto payout of any outstanding Performance Share Awards (subject to the retirement reduction described below) at the end of the applicable Award Period in accordance with the terms of this Plan including without limitation applicable performanceconditions. 

*Retirement*. If the Participant’s termination satisfies only that part of the Qualified Terminationdefinition related to retirement (Section 1(w)(4)), then this paragraph applies. If the Participant, having reached Retirement Date as defined under the Energen Corporation Retirement Income Plan, as amended from time to time, retires prior to theend of the first twelve months of an Award Period (the “Initial Fiscal Year”), the number of Performance Shares for such Award shall be reduced. The reduced Award shall equal the number of Performance Shares originally granted multipliedby a fraction the numerator of which is the number of Initial Fiscal Year months which occur prior to retirement and the denominator of which is 12. For example, assuming a calendar fiscal year, if the original Award was for 1,000 Performance Sharesand the Participant retired on April 1 of the Initial Fiscal Year, the size of the Award would be reduced by 75% to 250 Performance Shares, with the payment of such 250 Performance Shares remaining subject to the applicable PerformanceConditions for the full Award Period and the remaining 750 Performance Shares being forfeited. 

**8.4 Consulting,Non-Compete and Confidentiality**

A Participant’s entitlement, if any, to payout of Performance Share Awardssubsequent to termination of employment with Energen and all Subsidiaries shall continue so long as the Participant is in compliance with the following requirements. Failure to comply shall result in forfeiture of all then outstanding PerformanceShare Awards. 

(a) Consulting Services. For a period of three years following the termination of theParticipant’s employment (“Date of Termination”), Participant will fully assist and cooperate with Energen, the Subsidiaries and their representatives (including outside auditors, counsel and consultants) with respect to any matterswith which the Participant was involved during the course of employment, including being available upon reasonable notice for interviews, consultation, and litigation preparation. Except as otherwise agreed by Participant, Participant’sobligation under this Section 8(a) shall not exceed 80 hours during the first year and 20 hours during each of the following two years. Such services shall be provided upon request of Energen and the Subsidiaries but scheduled to accommodateParticipant’s reasonable scheduling requirements. Participant shall receive no additional fee for such services but shall be reimbursed all reasonable out-of-pocket expenses. 

(b) Non-Compete. For a period of twelve months following the Date of Termination, unless otherwise expressly approved in writingby Energen, the Participant shall not Compete, (as defined below) or assist others in Competing with Energen and the Subsidiaries. For purposes of this Agreement, “Compete” means (i) solicit in competition with Alabama Gas 

 

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Corporation (“Alagasco”) any person or entity which was a customer of Alagasco at the Date of Termination; (ii) offer to acquire any local gasdistribution system in the State of Alabama; or (iii) offer to acquire any oil or gas mineral interest in the State of Alabama. Employment by, or an investment of less than one percent of equity capital in, a person or entity which Competeswith Energen or the Subsidiaries does not constitute Competition by Participant so long as Participant does not directly participate in, assist or advise with respect to such Competition. 

(c) Confidentiality. Participant agrees that at all times following the Date of Termination, Participant will not, without theprior written consent of Energen, disclose to any person, firm or corporation any confidential information of Energen or the Subsidiaries which is now known to Participant or which hereafter may become known to Participant as a result ofParticipant’s employment, unless such disclosure is required under the terms of a valid and effective subpoena or order issued by a court or governmental body; provided, however, that the foregoing shall not apply to confidential informationwhich becomes publicly disseminated by means other than a breach of this provision. 

**8.5 No Assignment of Interest**

The interest of any person in the Plan shall not be assignable, either by voluntary assignment or by operation of law,and any assignment of such interest, whether voluntary or by operation of law, shall render the Award void. Amounts payable under the Plan shall be transferable only by will or by the laws of descent and distribution. 

**9. Withholding**. Each Participant shall, no later than the date as of which the value of an Award first becomes includable in thegross 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 kindrequired 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 theright 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 taxwithholding 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 otherwise issuable or payable to said Participants in respectof an Award. 

**10. Performance Measures.** At its discretion, the Committee may make the Awards subject to theattainment of one or more Performance Measures designed to qualify for the performance-based exceptions from Section 162(m) of the Code. 

 

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Unless and until Energen’s shareholders approve a change in the Performance Measures set forth inthis Section 10, 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 comparisonto a peer group: 

 
 
(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 suchthat 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 shareholderapproval 

**11. No Rights to Continued Employment.**The Plan and any Award granted under the Plan shall not confer uponany 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 isemployed to terminate the Participant’s employment at any time. 

**12. Compliance with Other Laws andRegulations.** 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 tosuch 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 Stockmay 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 benecessary or advisable. 

 

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**13. Change in Control.**

**13.1 Acceleration Event**. For purposes of this Section 13, “Acceleration Event” means the occurrence of a Change inControl described in clauses (2), (3), (4), or (5)(i) of the Section 1(e) definition of Change in Control. 

**13.2 Options, Restricted Stock**. Except as may be otherwise expressly provided in the applicable Award agreement, upon the occurrence of an Acceleration Event, all outstanding Incentive Stock Options and Nonqualified Stock Optionsshall be immediately and fully vested and exercisable and all restrictions on all outstanding Restricted Stock shall immediately lapse. (Also see Sections 1(w)(5), 6.2(e) and 7.2(c)) 

**13.3 Performance Shares**. 

(a) *Payment Acceleration.* If an Acceleration Event occurs, all outstanding Performance Share Awards shall be valued as soon after the date of such Acceleration Event as practicable. Valuation of the PerformanceShare awards shall be based on satisfaction of the applicable performance conditions measured as if all Award Periods had ended at the close of Energen’s last whole fiscal year prior to the date of the Acceleration Event, provided that forpurposes of any performance conditions involving the price of the Common Stock or payment of dividends, stock shall be priced equal to its Measurement Value based on the twenty trading days immediately preceding the date of such Acceleration Eventand the period for dividend measurement shall extend to and include the day immediately prior to the date of the Acceleration Event. As soon as practicable following the completion of such valuation, all outstanding Performance Share Awards shall bepaid based on such valuation. 

(b) *Independent Auditor.* Following an Acceleration Event, all calculations withrespect to performance measurement and Award payment shall be made by the Independent Auditor at the expense of Energen. The Independent Auditor shall resolve any procedural ambiguities discovered in making such calculations using its own judgmentand discretion in light of the purposes of the Plan and past practices in calculating Performance Share Award payments. 

**13.4 Payment of Professional Fees and Expenses**. If a Change in Control occurs, Energen shall pay promptly as incurred all legal, accounting and other professional fees and expenses (collectively, “Professional Fees”) whicha Participant may reasonably incur as a result of any contest (regardless of the outcome thereof) by Energen, Participant or others of the validity or enforceability of, or liability under, any provision of the Plan (including as a result of anycontest by Executive about the amount of any payment pursuant to the Plan), plus in each case interest on any delayed payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code. In addition Energen shall promptlypay to Participant an additional amount (the “Tax Reimbursement Payment”) such that the net amount retained by the Participant with respect to all payments made under this paragraph 13.4 after deduction of Taxes, shall be equal to theamount of the Professional Fees reimbursement plus applicable interest. For purposes of this Section 13.4, “Taxes” means all federal, state and local, employment and income taxes payable or withheld with respect to Professional Feesreimbursement payments (excluding interest) and Tax Reimbursement payments. The Independent Auditor, at Energen’s expense, shall make all calculations with respect to the Tax Reimbursement 

 

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Payment and in making such calculations shall assume that Participant is subject to the highest marginaltax rates. 

**14. Amendment and Discontinuance.**The Board of Directors of Energen may from time to time amend, suspendor discontinue the Plan. Subject to Section 18, 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. 

**15. Effective Date of the Plan.**The effective date of the Plan shall be November 25, 1997, the date of its adoption by theBoard, 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 tosuch subsequent shareholder approval of the Plan. 

**16. Name**. The Plan shall be known as the “EnergenCorporation 1997 Stock Incentive Plan.” 

**17. 1997 Deferred Compensation Plan.** If and to the extent permittedunder 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 otherconsideration 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 forsuch 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 orsuch 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 forthin Section 2. 

**18.****Effect of Code Section 409A.**Payments and benefits under this Plan are intendedto comply with Section 409A of the Code (“Code Section 409A”) and all provisions of the Plan shall be interpreted in accordance with Code 409A and Department of Treasury regulations and other interpretive guidance issuedthereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof. Notwithstanding any provision of the Plan to the contrary, in the event that Energen determines that any payments or benefitsmay or do not comply with Section 409A, Energen may amend the Plan (without Participant consent) or take any other actions that Energen determines are necessary or appropriate to (i) exempt the payments or benefits hereunder from theapplication of Code Section 409A or preserve the intended tax treatment of the payments and benefits provided hereunder, or (ii) comply with the requirements of Code Section 409A. 

As approved by the Energen Corporation Board of Directors on November 25, 1997, and shareholders on January 28, 1998; amendedby the Board on October 27, 1999 (effective as of October 1, 1999), October 25, 2000 (effective as of October 1, 2000), and October 24, 2001 (effective as of October 1, 2001); and amended by the Board onOctober 24, 2001 and shareholders on January 30, 2002 (effective as of January 30, 2002); and amended by the Board on January 25, 2006 (effective as of January 1, 2006); and amended by the Board on October 25, 2006; andamended by the Board on January 24, 2007 and the shareholders on April 25, 2007 (effective as of January 1, 2007). 

 

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