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                                                                 EXHIBIT 10(z)-1


                     AMENDED AND RESTATED ENERGYSOUTH, INC.

                    NON-EMPLOYEE DIRECTORS DEFERRED FEE PLAN

                 (Amended and restated effective July 28, 2000)


                       1. History and Purpose of the Plan

         The Amended Mobile Gas Service Corporation Non-Employee Directors
Deferred Fee Plan ("Plan") was adopted as of May 19, 1995 by the Board of
Directors of Mobile Gas Service Corporation ("Mobile Gas"), incorporating
amendments to the Plan as it was originally adopted on January 27, 1995. The
Plan was adopted to provide a method for attracting and retaining qualified
non-employee directors of Mobile Gas, and to encourage them to devote their best
efforts to the business of Mobile Gas thereby advancing the interests of Mobile
Gas and its stockholders. In connection with the reorganization of Mobile Gas
and its subsidiaries into a holding company structure in which Mobile Gas became
a wholly-owned subsidiary of EnergySouth, Inc. (the "Company"), Mobile Gas and
the Company entered into an Amendment and Agreement of Assignment and Assumption
effective as of February 7, 1998, pursuant to which the Plan thereafter utilized
Company common stock instead of Mobile Gas common stock and the Company assumed
the rights and obligations of Mobile Gas under the Plan. As of July 28, 2000,
the Plan was further amended and restated in its entirety as set forth herein.

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                          2. Administration of the Plan

         (a) The Plan shall be administered by the Executive Committee or such
other Committee (the "Committee"), which shall consist solely of "non-employee
directors" as such term is defined in Section 16 of the Securities Exchange Act
of 1934, as amended ("Section 16"), as may be from time to time appointed by the
Board of Directors of the Company (the "Board"). The Committee is authorized to
interpret the Plan and may from time to time adopt such rules and regulations,
consistent with the provisions of the Plan, as it may deem advisable to carry
out the Plan. The Plan shall be interpreted in view of the intention that the
acquisition and disposition of phantom stock through the Plan is intended to
qualify as exempt transactions under Rule 16b-3 promulgated pursuant to Section
16 (said rule, as it may be amended from time to time, being referred to herein
as "Rule 16b-3"). All decisions made by the Committee shall be final. All
expenses incurred in connection with the administration of the Plan shall be
borne by the Company.

         (b) The General Counsel of the Company shall have complete power from
time to time to adopt, amend, and rescind such rules or policies as the General
Counsel shall deem necessary, appropriate, or prudent in order to comply with or
avoid liability under Section 16 or the rules promulgated thereunder from time
to time. Without limiting the generality of such authority, the General Counsel
may adopt, amend, and rescind rules or policies which may have the effect of
adding to, deleting from, or otherwise modifying the terms of the Plan in any
respect, provided only that the General Counsel in good faith determines that
such


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rules or policies (which may include delaying transactions up to six months) are
reasonably likely to further the objective of complying with or lawfully
avoiding liability under Section 16 or the rules thereunder. In addition, from
time to time the General Counsel may (but need not) adopt, amend, and rescind
rules or policies which relax Plan restrictions if and to the extent the General
Counsel determines that such restrictions no longer are necessary to conform the
Plan to any applicable legal requirements and no longer are appropriate to the
prudent and convenient administration of the Plan. Any rules or policies
adopted, amended, or rescinded by the General Counsel hereunder shall become
effective at such times as the General Counsel may determine, provided that
prior to such determination the General Counsel shall consult with the
Committee. The General Counsel shall notify the Board promptly of any rules or
policies adopted, amended, or rescinded hereunder. The Committee and the Board
shall at all times retain the power to annul in whole or part any action taken
by the General Counsel hereunder.

                          3. Participation in the Plan

         (a) Participation. Each director of the Company who is not an employee
of the Company or any of its subsidiaries ("Outside Directors") may become a
participant in the Plan ("Participant").

         (b) Deferral of Director's Fees. An Outside Director may elect to defer
all or a designated portion of fees (whether quarterly, per-meeting, special or
otherwise) to be paid to such Outside Director for services as a member of the
Board by filing with the Committee


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an election to defer receipt of such fees. A Participant may elect to have such
deferred fees credited to his or her Plan Account, as described in Section 4(a),
in either or both of: (i) Phantom Stock as described in Section 5, or (ii) cash
as described in Section 6.

         (c) Time and Manner of Making Elections. (i) Any deferral election
which may be made by a Participant under the Plan shall be made prospectively
with respect to calendar years (each a "Service Year") and must be made not
later than June 30 of any year. Any election shall relate only to fees earned by
the Participant after the date of such election. All elections shall be made in
the manner and on the form prescribed by the Committee ("Election Form"), and
shall become effective on the first day of the first fiscal quarter immediately
following such election. (ii) Notwithstanding anything in Section 3(c)(i) to the
contrary, a newly elected Outside Director not already a Participant shall have
thirty days from the date on which he or she is elected, and any Outside
Director shall have thirty days from the effective date of this Amended and
Restated Plan, to deliver an Election Form, which shall be effective
immediately.

         (d) Nature of Elections. A Participant's election to defer receipt of
all or part of his or her director fees shall continue in force and effect for
future Service Years unless modified or revoked by such Participant. Any such
modification or revocation shall be made not later than December 31, shall be
effective as of the first day of the following Service Year, and shall be
effective only as to fees earned by the Participant after such modification or
revocation. A modification or revocation of an existing deferral election shall
be made


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in the manner and form prescribed by the Committee. Notwithstanding the
foregoing, a Participant may at any time submit a request to the Committee to
modify such Participant's election pursuant to Section 9(a), which request shall
be subject to the approval of the Board, which may grant or deny such approval
in its sole discretion. Subject to the foregoing, any deferral election (whether
in the nature of an initial election, an unrevised continuing election or a
revised continuing election) shall become irrevocable upon becoming effective.

                 4. Crediting of Deferred Fees to Plan Accounts

         (a) Establishment of Plan Accounts. The Committee shall cause to be
established a memorandum bookkeeping account (the "Plan Account") for each
Participant in the Plan. During each fiscal quarter within a Service Year, there
shall be credited to each Participant's Plan Account the Participant's deferred
fees as of the date director's fees are payable to the Participant, with such
deferred fees allocated to cash and/or Phantom Stock as elected by the
Participant. Such Plan Account shall also be credited with interest and/or
dividend credits, as described in Sections 5 and 6, and debited for payments
made as described in Section 8(h).

         (b) Subaccounts. Within each Participant's Plan Account, separate
subaccounts shall be maintained to the extent necessary for the administration
of the Plan. For example, it may be necessary to maintain separate subaccounts
where the Participant has specified different payment commencement dates,
different modes of payment, or different elections of Phantom Stock and/or cash.


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         (c) Statement of Account. At least once per year, each Participant
shall be provided with a statement of his or her Plan Account.

                       5. Stock Election; Dividend Credits

         (a) Election of Phantom Stock Units. To the extent a Participant has
elected to defer fees in the form of Phantom Stock, there shall be credited to
such Participant's Plan Account as of the date such fees are payable a number of
hypothetical shares of stock ("Phantom Stock Units") equal to the number of
shares (rounded to the fourth decimal place) of $.01 par value common stock of
the Company ("Common Stock") which could have been purchased with such deferred
fees, based upon the average of the closing price of Common Stock on the ten
trading days preceding such date.

         (b) Cash Dividend Credits. As of each date on which dividends other
than stock dividends are paid to holders of Common Stock, there shall be
credited to a Participant's Plan Account that number of additional Phantom Stock
Units which is equal to the number of shares of Common Stock (rounded to the
fourth decimal place) which could have been purchased with such cash dividends
(or the fair market value of dividends paid in property other than dividends
payable in Common Stock of the Company), based upon the average of the closing
price of Common Stock on the ten trading days preceding such date, which the
Participant would have received if the Participant had been the owner of a
number of shares of Common Stock equal to the number of Phantom Stock Units in
the Participant's Plan Account.


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         (c) Changes in Capitalization. If the outstanding shares of Common
Stock are increased, decreased or exchanged for a different number or kind of
shares or other securities, or if additional shares or other property (other
than ordinary dividends) are distributed with respect to such shares of Common
Stock or other securities, through merger, consolidation, sale of all or
substantially all of the assets of the Company, reorganization,
recapitalization, reclassification, dividend, stock split, spin-off, split-off
or other distribution with respect to such shares of Common Stock, an
appropriate and proportionate adjustment shall be made in the number of Phantom
Stock Units in Participant's Plan Accounts.

                           6. Cash Election; Interest

         To the extent a Participant has elected to defer fees in the form of
cash, as of the last day of each fiscal quarter in which a Participant has a
cash balance credited to his or her Plan Account, there shall be credited to
such Participant's Plan Account a dollar amount equal to simple interest on the
cash amount then in such Plan Account (excluding any amounts credited during
such quarter) computed at a per annum rate equal to the prime rate published in
The Wall Street Journal under the caption "Money Rates" on the last business day
of such quarter (or, if such publication is discontinued, such other rate or
index as may be selected by the Board in its sole discretion).

                       7. Transfer of Subaccount Balances

         Beginning six months after termination of Board service, a Participant
may elect to transfer all or part of such Participant's Plan Account balance
from cash to Phantom Stock,


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or vice-versa, by filing notice with the Committee of such election on the form
prescribed by the Committee ("Transfer Notice"). Such transfer shall be effected
as of the end of the month following the filing of the Transfer Notice. A
transfer may also be effected at the request of a Participant upon such terms
and conditions as may be imposed by the Committee, if the Committee determines,
after consultation with counsel, that such transaction would qualify as an
exempt transaction under Rule 16b-3. Cash transferred pursuant to this Section
shall be credited as Phantom Stock Units in accordance with Section 5(a), and
Phantom Stock Units transferred shall be valued in accordance with Section
8(d)(ii).

                           8. Payment of Deferred Fees

         (a) Payment Election Generally. A Participant may elect the time and
the mode (which may either be monthly installment payments not to exceed 120,
quarterly installment payments not to exceed 40, annual installment payments not
to exceed 10, or a lump sum payment) for payment of amounts credited to his or
her Plan Account. Any such elections regarding the time and mode of payment of
amounts credited to a Participant's Plan Account shall be irrevocable once made.
In the absence of direction by a Participant regarding the time or mode of
payment of amounts credited to his or her Plan Accounts, such amounts shall be
distributed in a lump sum within three months of the date such amounts become
payable. Subject to the provisions of Section 8(b) and Section 8(c),
distribution shall be made at the time and in the mode elected by the
Participant in his or her Election Form.


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         (b) Payment Upon Death. In the event of a Participant's death, the
balance of such Participant's Plan Account, computed as of the date of his
death, shall be paid in one lump sum to his or her designated beneficiary within
the first three months following the date of such Participant's death. A
Participant, by written instrument filed with the Committee in such manner and
form as it may prescribe, may designate one or more beneficiaries to receive
payment of the amounts credited to his Plan Accounts in the event of his death.
Any such beneficiary designation may be changed from time to time prior to the
death of the Participant without the consent of any prior beneficiaries. In the
absence of a beneficiary designation on file with the Committee at the time of a
Participant's death or the death of a designated beneficiary without a
designated successor, Participant's estate shall be deemed to be the
Participant's designated beneficiary.

         (c) Payment Upon Plan Termination. In the event the Plan is terminated
by the Company, the balance of each Participant's Plan Accounts, computed as of
the date of such Plan termination, shall be paid to such Participant within
three months of such date.

         (d) Valuation of Plan Accounts. For purposes of payment from or
transfer between subaccounts of a Plan Account: (i) to the extent a Participant
has cash in his or her Plan Account, the value of his or her Plan Account shall
be determined by crediting interest on the cash portion of the Plan Account
through the day before the date payment is due to the Participant; and (ii) to
the extent a Participant has Phantom Stock in his or her Plan Account,


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the value of his or her Plan Account shall be based upon the average of the
closing prices of Common Stock on the ten trading days preceding such date.

         (e) Lump Sum Payments. To the extent a Participant elects to have his
or her Plan Account distributed in a lump sum, such payment shall be made not
more than three months after the date of the event giving rise to such payment.

         (f) Installment Payments. To the extent a Participant elects to have
his or her Plan Account distributed in installments, the amount of the first
installment shall be a fraction of the value of the Participant's Plan Account,
the numerator of which shall be one and the denominator of which shall be the
total number of installments elected, and the amount of each subsequent
installment shall be a fraction of the value of the Participant's Plan Account
(including interest and/or dividends credited pursuant to Sections 5 and 6) on
the date preceding each subsequent payment, the numerator of which shall be one
and the denominator of which shall be the number of unpaid installments.

         (g) Form of Payment. All payments under the Plan shall be solely in the
form of cash. Without limiting the generality of the foregoing, nothing in the
Plan shall be construed as giving any Participant any rights as a holder of
Common Stock or any other equity security of the Company as a result of such
Participant's participation in this Plan or his or her election to credit his or
her Plan Account with Phantom Stock.

         (h) Debiting of Plan Accounts. Once an amount has been paid to a
Participant or his or her beneficiary, such amount or the Phantom Stock
equivalent thereof shall be debited


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from the Participant's Plan Account. In the case of installment payments or
other distribution of less than all of the balance of a Plan Account, interest
and/or dividend credits shall continue to be credited on the balance remaining
in the Plan Account in accordance with Sections 5 and 6.

                              9. Change of Control

         (a) If a Participant so elects in his or her Election Form, upon the
occurrence of a "Change of Control" (as such term is defined in the Amended and
Restated Stock Option Plan of EnergySouth, Inc.), the balance of such
Participant's Plan Accounts shall become immediately payable.

         (b) Notwithstanding any provision of the Plan to the contrary, no
amendment, suspension, or termination of the Plan effected after a Change in
Control shall operate to reduce, eliminate, or otherwise adversely affect any
Participant's or beneficiary's right to receive any payment under the Plan as in
effect on the date immediately preceding the date on which the Change in Control
occurs. Upon and after a Change in Control, the rights of Participants hereunder
shall be fully vested, nonforfeitable contractual rights enforceable by or on
behalf of any Participant against the Company or any successor to all or
substantially all of the business or assets of the Company.

          10. Prohibition Against Attachment, Assignment or Encumbrance

         To the extent permitted by law, no right, title, interest or benefit
hereunder shall ever be liable for or charged with any of the torts or
obligations of a Participant or a person


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claiming under a Participant, or be subject to attachment, seizure or other
legal process by any creditor of a Participant or any person claiming under a
Participant. Except as specifically provided by the Plan, no Participant or any
person claiming under a Participant shall have the power to transfer, assign,
mortgage, pledge, grant a security interest in, encumber, anticipate or dispose
of any right, title, interest or benefit hereunder.

                             11. Nature of the Plan

         (a) The Plan and any election agreements executed thereunder constitute
an unfunded, unsecured liability of the Company to make payments in accordance
with the provisions hereof. Neither a Participant nor any person claiming under
the Participant shall have any security or other interest in any specific assets
of the Company by virtue of this Plan, and the right of any person to receive
any distribution hereunder shall be no greater than the right of any unsecured
general creditor of the Company. Neither the establishment of the Plan, the
crediting of amounts to Plan Accounts nor the setting aside of any funds shall
be deemed to create a trust of any kind or create any fiduciary relationship on
the part of the Company. The Company at its election may, but shall not be
required to, fund the payment of benefits under the Plan by setting aside and
investing, in an account on the Company's books, such funds as the Company may
from time to time determine. Legal and equitable title to any funds so set aside
shall remain in the Company, and no Participant shall have any security or other
interest in such funds, and any funds so set aside shall remain subject to the
claims of the general creditors of the Company, present and future.


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         (b) Neither the Plan nor any action taken pursuant to the Plan shall
constitute evidence of any agreement or understanding, express or implied, that
the Company will retain a Participant as a director for any period of time, or
at any particular rate of compensation.

         (c) No member of the Board or the Committee and no officer or employee
of the Company shall be liable to any person for any action taken or omitted in
connection with the administration of the Plan, unless attributable to his or
her own fraud or willful misconduct, nor shall the Company be liable to any
person for any such action unless attributable to fraud or willful misconduct on
the part of a director, officer or employee of the Company.

                      12. Amendment and Termination of Plan

         The Company shall have the right to alter or amend the Plan or any part
thereof from time to time (including without limitation as provided in Section
2(b)), except the Company shall not make any alteration or amendment which would
impair the rights of a Participant with respect to amounts theretofore credited
to that Participant's Plan Account. Notice of any such change shall be given to
each Participant. The Company may terminate the Plan at any time.

                                13. Miscellaneous

         (a) The Plan and any documents executed in connection therewith shall
be construed in accordance with and governed by the laws of the State of
Alabama.


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         (b) Failure to insist upon strict compliance with any of the terms,
covenants, or conditions hereof shall not be deemed a waiver of such term,
covenant, or condition, nor shall any waiver or relinquishment of any right or
power hereunder at any one or more times be deemed a waiver or relinquishment of
such right or power at any other time or times.

         (c) The invalidity or unenforceability of any provision hereof shall in
no way affect the validity or enforceability of any other provision.

         (d) Except as otherwise provided herein, this Plan shall inure to the
benefit of and be binding upon each Participant, his or her heirs, executors,
and administrators and upon the Company, its successors and assigns, including
but not limited to any corporation which may acquire all or substantially all of
the Company's assets and business or with or into which the Company may be
consolidated or merged.

         This Amended and Restated Plan adopted by the Board of EnergySouth,
Inc. on the 28th day of July, 2000.

                                 ENERGYSOUTH, INC.

                                 By  /s/ William J. Hearin
                                    ---------------------------------------
                                    Chairman of the Board of Directors


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