<PAGE>   1
                                                                    Exhibit 3(a)


                     RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                              ENERGEN CORPORATION

                [COMPOSITE, AS AMENDED THROUGH FEBRUARY 2, 1998]



STATE OF ALABAMA     )
                     )
COUNTY OF JEFFERSON  )



TO THE HONORABLE JUDGE OF PROBATE, JEFFERSON COUNTY, ALABAMA:

     Pursuant to the provisions of Article 10 of Chapter 2B of Title 10 of the
Code of Alabama of 1975 (ss.10-2A-110, et seq.), the undersigned corporation
executes the following Restated Certificate of Incorporation:


I.   NAME OF CORPORATION:

          1.01 The name of the corporation shall be Energen Corporation.



II.  OBJECTS:

          2.01 To manufacture, produce, buy, deal in, use, sell, distribute,
furnish and supply gas; to construct, equip, use, operate and maintain works for
holding, receiving, purifying and distributing gas, and all buildings, works,
meters, pipes, fittings, machinery, apparatus and appliances convenient or
necessary in connection therewith.



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          2.02 To carry on the business of a gas company in all its branches; to
manufacture, use, deal in, render salable and sell all products, by-products and
residual products obtained in the production of gas; to manufacture, buy, sell,
rent and deal in all kinds of goods, wares, merchandise and personal property
which may seem calculated directly or indirectly to promote the consumption of
gas.

          2.03 To manufacture, produce, buy, deal in, use, sell, distribute,
furnish and supply petroleum, petroleum products and by-products; to construct,
equip, use, operate and maintain works for holding, receiving, purifying and
distributing petroleum, petroleum products and by-products, and all buildings,
works, meters, pipes, fittings, machinery, apparatus and appliances convenient
or necessary in connection therewith.

          2.04 To acquire, buy, hold, own, sell, lease, exchange, dispose of,
finance, deal in, construct, build, equip, improve, use, operate, maintain and
work upon any and all kinds of works, plants, stations, systems, machinery,
generators, apparatus, devices, supplies and articles of every kind pertaining
to or in anywise connected with the production, use, distribution, regulation,
control or application of light, heat, refrigeration, ice, water, water-power,
electricity, gas, and any other force.

          2.05 To acquire, buy, hold, own, sell, lease, exchange, dispose of,
distribute, deal in, use, produce, furnish and supply light, heat,
refrigeration, ice, water, water-power, electricity, and any other power or
force.

          2.06 To acquire, buy, hold, own, sell, lease, exchange and dispose of
lands or the gas, oil and mineral rights in lands; to develop such lands by
drilling gas and oil wells thereon; to produce therefrom gas, oil or other
volatile or mineral substances; to produce, deal in, use, distribute, furnish
and sell such gas or oil or other volatile or mineral substances; to install,
construct, build, equip, improve, use, operate and maintain any and all manner
of plants, machinery and appliances for any and all such purposes and the
marketing and selling of such products.



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          2.07 To carry on the business of aiding in the construction and
operations of plants and works, including those of gas companies, electric
companies, and other public utility companies, and for or in connection with any
or all of the foregoing purposes to furnish services and advice of engineers,
auditors, executives and other experts.

          2.08 To acquire, organize, assemble, develop, build up and operate,
constructing and operating and other organizations and systems and to hire,
sell, lease, exchange, turn over, deliver and dispose of such organizations, in
whole or in part, and to enter into and perform contracts, agreements and
undertakings of any kind in connection with any or all of the foregoing objects.

          2.09 To purchase, acquire, hold, own, develop and dispose of lands and
interests in and rights with respect to lands and waters and fixed and movable
property, franchises, concessions, consents, privileges and licenses in its
opinion useful or desirable for or in connection with any or all of the
foregoing objects.

          2.10 To acquire by purchase, subscription or otherwise, and to sell,
use, assign, transfer, mortgage, pledge, exchange or otherwise dispose of, and
to make and enter into all manner and kinds of contracts, agreements and
obligations for the purchasing, acquiring, dealing in or selling of, real and
personal property of every sort and description and wheresoever situated,
including shares of stock, bonds, debentures, notes, scrip, securities,
evidences of indebtedness, contracts or obligations of any corporation or
corporations, association or associations, domestic or foreign, or of any firm
or individual of the United States or any state, territory or dependency of the
United States or any foreign country, or any municipality or local authority
within or without the United States, and also to issue in exchange therefor
stocks, bonds or other securities or evidences of indebtedness of the
Corporation and while the owner or holder of any such property, to receive,
collect and dispose of the interest, dividends and income on or from such
property, and to possess and exercise in respect thereto all of the rights,
powers and privileges of ownership, including voting rights.

          2.11 To act as financial, business, managing and/or purchasing agent,
general or special.


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          2.12 To carry on the business of general brokers and dealers in
stocks, bonds, securities, mortgages and other choses in action, including the
acquisition thereof by original subscription; to make investments in such
property; and to hold, manage, mortgage, pledge, sell and dispose of the same in
like manner as individuals may do.

          2.13 To acquire by purchase or otherwise and to own, hold, buy, sell,
donate, convey, lease, mortgage or incumber real or personal property both
within and without the State of Alabama; to survey, sub-divide, plat, improve
and develop lands for the purposes of sale or otherwise; to lay off such lands
in streets, lanes, squares, parks and alleys, city blocks and lots and to sell
or otherwise dispose of lots and to secure the purchase by purchase-money notes,
mortgages, or otherwise, to open and improve the streets, lanes, parks, squares
and alleys which may be laid off and to do and perform all things needful for
the development and improvement of such lands for trade or business and to make
donations of any of its lands when in the opinion of its Board of Directors the
same may be desirable to further the Corporation's interest.

          2.14 To engage in and carry on a general mercantile and trade business
and to buy, manufacture, produce or otherwise acquire, hold, own, use, import,
export, trade or otherwise deal in or turn to account, sell, lease, pledge or
otherwise dispose of any and all kinds of goods, wares and merchandise and other
articles of commercial and personal property without limit as to character or
manner.

          2.15 To borrow or otherwise raise moneys for any of the purposes of
the Corporation from time to time and without limit as to amount, except as may
be provided in a resolution or resolutions adopted by the shareholders of the
Corporation, to issue bonds, debentures, notes or other obligations of any
nature, or in any manner, and to secure the payment of the principal and
interest of any thereof by mortgage upon, or pledge or conveyance or assignment
in trust of, the whole or any part of the property of the Corporation, real and
personal, whether at the time owned or thereafter acquired, including contract
rights; and to sell, pledge, or otherwise dispose of such bonds, debentures,
notes or other obligations of any nature of the Corporation for its corporate
purposes. 


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          2.16 To lend and advance money and extend credit, either with or
without security, and to underwrite for investment, resale or otherwise stocks,
bonds and other securities, and to aid the organization, financing, liquidation
or reorganization of corporations, associations or firms.

          2.17 To purchase or otherwise acquire and to hold, cancel, re-issue,
sell or transfer shares of its own capital stock (so far as may be permitted by
law) and its bonds, debentures, notes, scrip or other securities or evidences of
indebtedness, provided that it shall not use its funds or property for the
purchase of shares of its own capital stock when such use would cause any
impairment of its capital, and provided, further, that shares of its own capital
stock belonging to it shall not be voted directly or indirectly.

          2.18 In connection with the purchase or lease or other acquisition by
the Corporation of any property of whatever nature, to pay therefor in cash or
property or to issue in exchange therefor shares of its capital stock, bonds, or
other obligations or other securities of the Corporation and to assume any
liabilities of any person, firm, association or corporation.

          2.19 To sell, exchange or barter for other property, assign, transfer,
lease as lessor, mortgage, pledge or otherwise dispose of or encumber any part
or parts, or all, of the property or assets of the Corporation; to cease to
conduct the business connected with any such property or assets so disposed of;
to resume any business which it shall cease to conduct; and the Corporation may
receive any form of; to resume any business which it shall cease to conduct; and
the Corporation may receive any form of consideration for property so sold,
exchanged, bartered or otherwise disposed of, including (but not excluding other
forms of consideration) bonds, debentures and/or other obligations and/or shares
of stock of any existing corporate or other entity or of any corporate or other
entity in process of organization.

          2.20 To endorse, or otherwise guarantee, or become a surety with
respect to, or obligate itself for, or without becoming liable therefor,
nevertheless, to pledge or mortgage all or any part of its properties to secure
the payment of the principal of, and interest on, or either thereof, any bonds,
including construction or performance bonds, debentures, notes, scrip, 


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coupons, contracts or other obligations or evidences of indebtedness, or the
performance of any contract, lease, construction, performance or other bond,
mortgage, or obligation of any other corporation or association, domestic or
foreign, or of any firm, partnership, joint venture, or other person whatsoever,
in which this Corporation may have a lawful interest, or on account of, or with
respect to, any transaction in which this Corporation shall receive any lawful
consideration, advantage or benefit, on any account whatsoever. Irrespective of
the relative net worth of the corporations, associations, or persons involved,
and of the relative amounts of obligations involved, this Corporation shall be
deemed to have a lawful interest in any corporation, association or person (A)
which owns stock in this Corporation, or (B) which owns stock in another
corporation which owns stock in this Corporation, or (C) in which this
Corporation owns stock, or (D) in which another corporation owns stock which
also owns stock in this Corporation, or (E) in which any one or more persons who
own stock in this Corporation also own stock, or (F) which or who has entered
into any contractual arrangement pursuant to which any such corporation or
persons undertakes corresponding or like obligations of endorsement, guarantee,
or suretyship, with respect to all or any such obligations or evidences of
indebtedness, contracts of this Corporation, or which may engage with this
Corporation, in the conduct of any joint venture or enterprise, or in the use of
common facilities or services.

          2.21 To engage in any commercial, financial, mercantile, industrial,
manufacturing, marine, exploration, mining, agricultural, research, licensing,
servicing or agency business not prohibited by law, and any, some or all of the
foregoing.

          2.22 In general, to do any or all of the things hereinbefore set forth
to the same extent as natural persons could do, and as principal or agent or
otherwise, and either alone or in conjunction with any other persons, firms,
associations or corporations.

          2.23 To exercise its powers in accomplishment of its objects and
purposes in any part of the world and to have one or more offices out of the
State of Alabama.



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          2.24 To do all acts and things which it shall find necessary or
convenient to do in aid of or in connection with the transaction, promotion and
carrying on of the objects and purposes hereinabove stated or necessary or
incidental to the protection and benefit of the corporation, and in general to
carry on any lawful business necessary or incidental to the attainment of the
purposes of the Corporation, whether such business is similar in nature to the
objects and powers hereinabove set forth or otherwise.

          2.25 The Corporation's power to acquire property of any kind which it
is or shall be authorized to acquire may be exercised directly or indirectly
through the acquisition of stocks and bonds representative of such property and
for the purpose of acquiring and holding either in perpetuity or for a limited
period.

          The foregoing clauses shall be construed as powers and provisions for
the regulation of the business and the conduct and affairs of the Corporation,
the Directors and stockholders and each class of stockholders, and it is hereby
expressly provided that the foregoing specific enumeration shall not be held to
limit or restrict in any manner the powers of the Corporation.



III. LOCATION:

          3.01 The location of the Corporation's principal office in the State
of Alabama shall be:

          1918 First Avenue North
          Birmingham, Alabama  35295



IV. CAPITAL STOCK:

          4.01 The total number of shares of stock which the Corporation shall
have authority to issue is as follows:

                  (a) Five million (5,000,000) shares, par value of $0.01 per 
share, which are hereby designated as preferred stock (hereinafter called
"Preferred Stock").


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               (b) Seventy-five million (75,000,000) shares, par value of $0.01
per share, which are hereby designated as common stock (hereinafter called
"Common Stock").

          4.02 (a) The Preferred Stock may be issued in such one or more series
as shall from time to time be created and authorized to be issued by the Board
of Directors as hereinafter provided.

          The Board of Directors is hereby expressly authorized, by resolution
or resolutions from time to time adopted providing for the issuance of Preferred
Stock, to fix and determine, to the extent not fixed by the provisions
hereinafter set forth, the relative rights and preferences of the shares of each
series of Preferred Stock, including (but without limiting the generality of the
foregoing) any of the following with respect to which the Board of Directors may
make specific provisions:

          (i)    the distinctive name and any serial designations;

          (ii)   the annual dividend rate or rates and the dividend payment
                 dates;

          (iii)  with respect to the declaration and payment of dividends
                 upon each series of the Preferred Stock, whether such
                 dividends are to be cumulative or noncumulative, preferred,
                 subordinate or equal to dividends declared and paid upon
                 other series of the Preferred Stock or upon any other shares
                 of stock of the Corporation, and the participating or other
                 special rights, if any, of such dividends;

          (iv)   the redemption provisions, if any, with respect to any series,
                 and if any series is subject to redemption, the manner and time
                 of redemption and the redemption price or prices;



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          (v)       the amount or amounts of preferential or other payment to
                    which any series of Preferred Stock is entitled over any
                    other series of Preferred Stock or over the Common Stock on
                    voluntary or involuntary liquidation, dissolution or
                    winding-up, subject to the provisions set forth in paragraph
                    (c)(ii) of Section 4.02 hereof;

          (vi)      any sinking fund or other retirement provisions and the
                    extent to which the charges therefor are to have priority
                    over the payment of dividends on or the making of sinking
                    fund or other like retirement provisions for shares of any
                    other series of Preferred Stock or for shares of the Common
                    Stock;

          (vii)     any conversion, exchange, purchase or other privileges to
                    acquire shares of any other series of Preferred Stock or of
                    the Common Stock;

          (viii)    the number of shares of such series; and

          (ix)      the voting rights, if any, of such series, subject to the
                    provisions set forth in paragraph (c)(i) of Section 4.02
                    hereof.

          Each share of each series of Preferred Stock shall have the same
relative rights and be identical in all respects with all the other shares of
the same series.

          Before the Corporation shall issue any shares of Preferred Stock of
any series authorized as hereinbefore provided, a statement setting forth a copy
of the resolution or resolutions with respect to such series adopted by the
Board of Directors of the Corporation pursuant to the foregoing authority vested
in said Board shall be made, filed and recorded in accordance with the then
applicable requirements, if any, of the laws of the State of Alabama, or, if no
statement is then so required, a certificate

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shall be signed and acknowledged on behalf of the Corporation by its Chairman of
the Board, President or a Vice-President and its corporate seal shall be affixed
thereto and attested by its Secretary or an Assistant Secretary and such
certificate shall be filed and kept on file at the principal office of the
Corporation in the State of Alabama and in such other place or places as the
Board of Directors shall designate.

                    (b) The authority of the Board of Directors to provide for
the issuance of any shares of the Corporation's stock shall include, but shall
not be limited to, authority to issue shares of stock of the Corporation for any
purpose and in any manner (including issuance pursuant to rights, warrants, or
other options) permitted by law, for delivery as all or part of the
consideration for or in connection with the acquisition of all or part of the
stock of another corporation or of all or part of the assets of another
corporation or enterprise, irrespective of the amount by which the issuance of
such stock shall increase the number of shares outstanding (but not in excess of
the number of shares authorized).

                    (c) The following relative rights and preferences of the
stock of the Corporation are fixed as follows:

          (i)       Voting Rights.

          (A)       Common Stock. At all elections of directors of the 
          Corporation, and in respect of all other matters as to which the vote
          or consent of stockholders of the Corporation shall be required to be
          taken, the holders of the Common Stock shall be entitled to one (1)
          vote for each share held by them.

          (B)       Preferred Stock. The holders of each series of the Preferred
          Stock shall have such voting rights as may be fixed by resolution or
          by resolutions of the Board of Directors providing for the issuance of
          each such series.



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          (ii) Liquidation, Dissolution, etc. In the event of any voluntary or
involuntary liquidation, dissolution or winding-up of the Corporation, the
assets of the Corporation available for distribution to the stockholders
(whether from capital or surplus) shall be distributed among those of the
respective series of the outstanding Preferred Stock, if any, as may be entitled
to any preferential amounts and among the respective holders thereof in
accordance with the relative rights and preferences, if any, fixed and
determined for each such series and the holders thereof by resolution or
resolutions of the Board of Directors providing for the issue of each such
series of the Preferred Stock; and after payment in full of the amounts payable
in respect of the Preferred Stock, if any, the holders of any series of the
outstanding Preferred Stock who are not entitled to preferential treatment
pursuant to resolutions of the Board of Directors providing for the issue
thereof and the holders of the outstanding Common Stock shall be entitled (to
the exclusion of the holders of any series of the outstanding Preferred Stock
entitled to preferential treatment pursuant to resolutions of the Board of
Directors providing for the issue thereof) to share ratably in all the remaining
assets of the Corporation available for distribution to its stockholders.

          A merger, consolidation or reorganization of the Corporation with or
into one or more corporations, or a sale, lease or other transfer of all or
substantially all the assets of the Corporation, that does not result in the
termination of the enterprise and distribution of the assets to stockholders,
shall not be deemed to constitute a liquidation, dissolution or winding-up of
the Corporation within the meaning of this paragraph (c)(ii) of Section 4.02
hereof, notwithstanding the fact that the Corporation may cease to exist or may
surrender its Certificate of Incorporation.

          (iii)     Dividends. Dividends on any stock of the Corporation shall
be payable only out of earnings or assets of the Corporation legally available
for the payment of such dividends and only as and when declared by the Board of
Directors.

                    (d)  No holder of any share or shares of any class of stock 
of the Corporation shall have any preemptive rights to subscribe for any shares
of stock of any class of the Corporation now or hereafter authorized or for any
securities convertible into or carrying any optional rights to purchase or


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subscribe for any shares of stock of any class of the Corporation now or
hereafter authorized, provided, however, that no provision of the Certificate of
Incorporation shall be deemed to deny to the Board of Directors the right, in
its discretion, to grant to the holders of shares of any class of stock at the
time outstanding the right to purchase or subscribe for shares of stock of any
class or any other securities of the Corporation now or hereafter authorized at
such prices and upon such other terms and conditions as the Board of Directors,
in its discretion, may fix.

          4.03 The amount of the capital stock with which the Corporation shall
begin business shall be 1,000 shares of Common Stock.



V. OFFICER TO RECEIVE SUBSCRIPTION:

          5.01 The name and post office address of the officer designated by the
incorporators to receive subscriptions to the capital of the Corporation are:


          Name:          A. S. Lacy
          Post Office
          Address:       1918 First Avenue North
                         Birmingham Alabama  35295






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VI.  INCORPORATORS AND SHARES:

          The names and post office addresses of the incorporators and the
number of shares of Common Stock subscribed for by each are as follows:


<TABLE>
<CAPTION>
                                                        NUMBER OF SHARES
                                                        OF COMMON STOCK
NAME              POST OFFICE ADDRESS                   SUBSCRIBED FOR

<S>               <C>                                   <C>
Howard Higgins    1918 First Avenue North                      334
                  Birmingham, Alabama  35295

Rex J. Lysinger   1918 First Avenue North                      333
                  Birmingham, Alabama  35295

A. S. Lacy        1918 First Avenue North                      333
                  Birmingham, Alabama 35295
                                                             -----
                                                Total        1,000
</TABLE>



VII. DIRECTORS AND OFFICERS:

          7.01 The number of directors constituting the initial board of
directors of the Corporation shall be nine. Subject to Section 10.01 of Article
X hereof, the number of directors of the Corporation shall be as provided in and
fixed by the Bylaws of the Corporation. The names and post office addresses of
the directors and the officers chosen for the first year are:



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DIRECTORS


<TABLE>
<CAPTION>
NAME                             POST OFFICE ADDRESS

<S>                              <C>
Emory O. Cunningham              Post Office Box 2581
                                 Birmingham, Alabama  35202

James S. M. French               Post Office Box 247
                                 Birmingham, Alabama  35201

Robert F. Henry                  Post Office Box 2230
                                 Montgomery, Alabama  36103

Howard Higgins                   1918 First Avenue North
                                 Birmingham, Alabama  35295

Norman R. Kerredge               1918 First Avenue North
                                 Birmingham, Alabama  35295

Rex J. Lysinger                  1918 First Avenue North
                                 Birmingham, Alabama  35295

Harry H. Pritchett               Post Office Box 2389
                                 Tuscaloosa, Alabama  35401

Richard A. Puryear, Jr.          3700-A Country Club Drive
                                 Birmingham, Alabama 35213

Robert S. Weatherly              2865 Stratford Road
                                 Birmingham, Alabama  35213
</TABLE>

<TABLE>
<CAPTION>
OFFICERS

OFFICERS                TITLE                      POST OFFICE ADDRESS

<S>                     <C>                        <C>
Howard Higgins          Chairman of the            1918 First Avenue N.
                        Board and CEO              Birmingham, AL 35295

Rex J. Lysinger         President                  1918 First Avenue N.
                                                   Birmingham, AL  35295
A. S. Lacy              Vice President and         1918 First Avenue N.
                        Secretary                  Birmingham, AL 35295

Richard J. Patzke       Vice President and         1918 First Avenue N.
                        Treasurer                  Birmingham, AL  35295
</TABLE>


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VIII.     TIME LIMIT:

          8.01 The duration of the Corporation shall be perpetual.



IX.       CERTAIN PROVISIONS RESPECTING BUSINESS COMBINATIONS:

          9.01 Definitions.


          For the purposes of this Article IX:

               (a)  "Affiliate" and "Associate" shall have the respective
          meanings ascribed to such terms in Rule 12b-2 of the General Rules and
          Regulations under the Securities Exchange Act of 1934, as in effect on
          June 11, 1984.

               (b)  "Announcement Date" means, with respect to any Business
          Combination, the date of the first public announcement of such
          Business Combination.

               (c)  A person shall be a "beneficial owner" of any Voting Stock:

                    (i) which such person or any of its Affiliates or Associates
               beneficially owns, directly or indirectly; or

                    (ii) which such person or any of its Affiliates or
               Associates has (A) the right to acquire (whether such right is
               exercisable immediately or only after the passage of time)
               pursuant to any agreement, arrangement or understanding or upon
               the exercise of conversion rights, exchange rights, warrants or
               options, or otherwise, or (B) the right to vote or direct the
               vote pursuant to any agreement, arrangement or understanding; or


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                    (iii) which is beneficially owned, directly or indirectly,
               by any other person with which such person or any of its
               Affiliates or Associates has any agreement, arrangement, or
               understanding for the purpose of acquiring, holding, voting or
               disposing of any shares of capital stock of the Corporation.

               (d)  For the purposes of determining whether a person is an
          Interested Stockholder pursuant to paragraph (k) of this Section 9.01
          hereof, the number of shares of Voting Stock deemed to be outstanding
          shall include shares deemed owned by the Interested Stockholder
          through application of paragraph " of Section 9.01 hereof, but shall
          not include any other shares of Voting Stock which may be issuable
          pursuant to any agreement, or upon exercise of conversion rights,
          warrants or options, or otherwise.

               (e)  "Board" means the Board of Directors of the Corporation.

               (f)  A "Business Combination" shall mean any one or more of the
          following:

                    (i) any merger or consolidation-dation of the Corporation or
               any Subsidiary with or into (A) any Interested Stockholder or (B)
               any other corporation (whether or not itself an Interested
               Stockholder) which is, or after such merger or consolidation
               would be, an Affiliate of an Interested Stockholder; or


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                       (ii)  any sale, lease, exchange, mortgage, pledge,
                  transfer or other disposition (in one transaction or a series
                  of transactions) to or with any Interested Stockholder or any
                  Affiliate of any Interested Stockholder of any assets of the
                  Corporation or any Subsidiary having an aggregate Fair Market
                  Value of $1,000,000 or more; or

                       (iii) the issuance or transfer by the Corporation or any
                  Subsidiary (in one transaction or a series of transactions) of
                  any securities of the Corporation or any Subsidiary to any
                  Interested Stockholder or any Affiliate of any Interested
                  Stockholder in exchange for cash, securities or other property
                  (or a combination thereof) having an aggregate Fair Market
                  Value of $1,000,000 or more; or

                       (iv)  the adoption of any plan or proposal for the
                  liquidation or dissolution of the Corporation proposed by or
                  on behalf of an Interested Stockholder or an Affiliate of any
                  Interested Stockholder; or

                       (v)   any reclassification of securities (including any
                  reverse stock split), or recapitalization of the Corporation,
                  or any merger or consolidation of the Corporation with any of
                  its Subsidiaries or any similar transaction (whether or not
                  with or into or otherwise involving an Interested Stockholder)
                  which has the effect, directly or indirectly, of increasing
                  the proportionate share of the outstanding shares of any
                  class of equity securities, or securities convertible into
                  equity securities, of the Corporation or any Subsidiary,
                  including, without limitation, any class or series of
                  Protected Stock, which is directly or indirectly owned by
                  any Interested Stockholder or any Affiliate of any
                  Interested Stockholder.


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                 (g) "Consummation Date" means, with respect to any Business
            Combination, the date on which such Business Combination is
            effected.

                 (h) "Determination Date" means, with respect to any Interested
            Stockholder, the date on which such Interested Stockholder first
            became an Interested
            Stockholder.

                 (i) "Disinterested Director" means any member of the Board who
            is unaffiliated with, and not a nominee of, the Interested
            Stockholder and was a member of the Board prior to the time that the
            Interested Stockholder became an Interested Stockholder, and any
            successor of a Disinterested Director who is a member of the Board
            and who is unaffiliated with, and not a nominee of, the Interested
            Stockholder and was recommended to succeed a Disinterested Director
            by a majority of Disinterested Directors on the Board at the time of
            such recommendation.

                 (j) "Fair Market Value" means (i) in the case of stock, the
            highest closing sale price during the thirty-day period immediately
            preceding the date in question of a share of such stock on the
            Composite Tape for New York Stock Exchange, Inc. Listed Stocks, or,
            if such stock is not quoted on the Composite Tape, on the New York
            Stock Exchange, Inc., or, if such stock is not listed on the New 
            York Stock Exchange, Inc., on the principal United States securities
            exchange registered under the Securities Exchange Act of 1934 on
            which such stock is listed, or, if such stock is not listed on any
            such exchange, the highest closing bid quotation with respect to a
            share of such stock during the thirty-day period preceding the date
            in question as reported by the National Association of Securities
            Dealers, Inc. Automated Quotations System or any system then in use,
            or if no such quotations are available, the fair market value on the
            date in question of a share of such stock as determined by a
            majority of the Disinterested Directors in good 


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            faith; and (ii) in the case of property other than cash or stock,
            the fair market value of such property on the date in question as
            determined by a majority of the Disinterested Directors in good
            faith.

                 (k)   "Interested Stockholder" shall mean, in respect of any
            Business Combination, any person (other than the Corporation) who or
            which, as of the date of the first public announcement of such
            Business Combination, or on the day immediately prior to the
            consummation of any such Business Combination:

                        (i)   is the beneficial owner, directly or indirectly,
                  of ten percent (10%) or more of the voting power of the
                  outstanding Voting Stock; or

                        (ii)  is an Affiliate of the Corporation and at any time
                  within two years prior thereto was the beneficial owner,
                  directly or indirectly, of ten percent (10%) or more of the
                  voting power of the then outstanding Voting Stock; or

                        (iii) is an assignee of or has otherwise succeeded to
                  any shares of Voting Stock of the Corporation which were at
                  any time within the two-year period immediately prior to the
                  date in question beneficially owned by any Interested
                  Stockholder, if such assignment or succession shall have
                  occurred in the course of a transaction or series of
                  transactions not involving a public offering within the
                  meaning of the Securities Act of 1933.

                  (l)   A "person" shall mean any individual, firm, corporation
            or other entity.

                  (m)   "Protected Stock" means all Voting Stock and all other
            shares of capital stock of the Corporation having, or which may have
            upon the 


                                       19
<PAGE>   20

            happening of some contingency, the right to vote for the election of
            some or all of the directors of the Corporation, regardless of
            whether at the time in question such shares then have a present
            right to so vote.

                  (n)   "Subsidiary" means any corporation of which a majority
            of any class of equity security is owned, directly or indirectly, by
            the Corporation.

                  (o)   "Voting Stock" means, at any time, all shares of capital
            stock of the Corporation entitled to vote generally in the election
            of directors, which shares shall be considered for the purpose of
            the vote required by this Article IX as one class.

                  (p)   In the event of any Business Combination in which the
            Corporation survives, the phrase "other consideration to be
            received" as used in clauses (i) and (ii) of paragraph (b) of 9.03
            of this Article IX shall include the shares of Common Stock and/or
            the shares of any other class of outstanding Protected Stock
            retained by the holders of such shares.

            9.02  Higher Vote for Certain Business Combinations. In addition to
any affirmative vote required by law or this Certificate of Incorporation, and
except as otherwise expressly provided in 9.03 of this Article IX, any Business
Combination shall require the affirmative vote of the holders of at least eighty
percent (80%) of the then outstanding shares of Voting Stock. Such affirmative
vote shall be required notwithstanding the fact that no vote may be required, or
that some lesser percentage may be specified, by law or under the rules of, or
in any agreement with, any United States securities exchange registered under
the Securities Exchange Act of 1934, or any successor act thereto, on which any
of the Voting Stock is listed, or otherwise.

            9.03  When Higher Vote Is Not Required. The provisions of 9.02 of
this Article IX shall not be applicable to any particular Business Combination,
and such Business Combination shall require only such affirmative vote, if any,
as is required by law and any other Article of this Certificate of
Incorporation, if all of the conditions specified in either of the following
paragraphs (a) and (b) are met:


                                       20
<PAGE>   21

                  (a)   Approval by the Disinterested Directors. The Business
            Combination shall have been approved by a majority of the
            Disinterested Directors.

                  (b)   Price and Procedure Requirements. All of the following
            conditions shall have been met:

                        (i)   Common Stock. The aggregate amount of the cash and
                  the Fair Market Value as of the Consummation Date of
                  consideration other than cash to be received by holders of the
                  Common Stock of the Corporation in such Business Combination,
                  computed on a per share basis, shall be at least equal to the
                  higher of the following:

                  (A)   (if applicable) the highest per share price (including
                        any brokerage commissions, transfer taxes and soliciting
                        dealers' fees) paid by the Interested Stockholder for
                        any shares of Common Stock acquired by the Interested
                        Stockholder (i) within the two-year period immediately
                        prior to the Announcement Date or (ii) in the
                        transaction or transactions by which the Interested
                        Stockholder became an Interested Stockholder, whichever
                        is higher; or

                  (B)   the Fair Market Value per share of the Common Stock on
                        the Announcement Date or the Determination Date,
                        whichever is higher.

                        (ii)  Protected Stock. The aggregate amount of cash and
                  the Fair Market Value as of the Consummation Date of
                  consideration other than cash to be received per share by
                  holders of shares of any other class of outstanding


                                       21

<PAGE>   22

                  Protected Stock regardless of whether the Interested
                  Stockholder has previously acquired any shares of a particular
                  class of such Protected Stock shall be at least equal to the
                  highest of the following:

                  (A)   (if applicable) the highest per share price (including
                        any brokerage commissions, transfer taxes and soliciting
                        dealers' fees) paid by the Interested Stockholder for
                        any shares of such class of Protected Stock acquired by
                        the Interested Stockholder (i) within the two-year
                        period immediately prior to the Announcement Date or
                        (ii) in the transaction or transactions by which the
                        Interested Stockholder became an Interested Stockholder,
                        whichever is higher;

                  (B)   the highest preferential amount per share to which the
                        holders of shares of such class of Protected Stock are
                        entitled in the event of any voluntary or involuntary
                        liquidation, dissolution or winding up of the
                        Corporation; or

                  (C)   the Fair Market Value per share of such class of
                        Protected Stock on the Announcement Date or the
                        Determination Date, whichever is higher.



                                       22



<PAGE>   23






                        (iii) Form of Consideration. The consideration to be
                  received by holders of a particular class or series of
                  outstanding Protected Stock (including Common Stock) shall be
                  in cash or in the same form as the Interested Stockholder has
                  paid for shares of such class of Protected Stock prior to the
                  Consummation Date. If the Interested Stockholder has paid for
                  shares of any class of Protected Stock with varying forms of
                  consideration, the form of consideration for such class of
                  Protected Stock shall be either cash or the form used to
                  acquire the largest number of shares of such class of
                  Protected Stock previously acquired by it.

                        (iv)  Maintain Dividends. After such Interested
                  Stockholder has become an Interested Stockholder and prior to
                  the consummation of such Business Combination: (A) except as
                  approved by a majority of the Disinterested Directors, there
                  shall have been no failure to declare and pay at the regular
                  date therefor any full quarterly dividends (whether or not
                  cumulative) on any outstanding Preferred Stock of the
                  Corporation; and (B) there shall have been (i) no reduction in
                  the annual rate of dividends paid on the Common Stock except
                  as necessary to reflect any subdivision of the Common Stock,
                  except as approved by a majority of the Disinterested
                  Directors, and (ii) an increase in such annual rate of
                  dividends as necessary to reflect any reclassification
                  (including any reverse stock split), recapitalization,
                  reorganization or any similar transaction which has the effect
                  of reducing the number of outstanding shares of the Common
                  Stock unless the failure so to increase such annual rate is
                  approved by a majority of the Disinterested Directors.



                                       23



<PAGE>   24






                       (v) Acquisition of Additional Shares. After such
                  Interested Stockholder has become an Interested Stockholder
                  and prior to the consummation of such Business Combination,
                  such Interested Stockholder shall not have become the
                  beneficial owner of any additional shares of Voting Stock
                  except as part of the transaction which results in such
                  Interested Stockholder becoming an Interested Stockholder.

                       (vi) No Disproportionate Benefits. After such Interested
                  Stockholder has become an Interested Stockholder, such
                  Interested Stockholder shall not have received the benefit,
                  directly or indirectly (except proportionately as a
                  stockholder), of any loans, advances, guarantees, pledges or
                  other financial assistance or any tax credits or other tax
                  advantages provided by the Corporation, whether in
                  anticipation of or in connection with such Business
                  Combination or otherwise.

                       (vii) Furnish Information. A proxy or information
                  statement describing the proposed Business Combination and
                  complying with the requirements of the Securities Exchange Act
                  of 1934 and the rules and regulations thereunder (or any
                  subsequent provisions replacing such Act, rules or
                  regulations) shall be mailed to all stockholders of this
                  Corporation at least 30 days prior to the consummation of such
                  Business Combination (whether or not such proxy or information
                  statement is required to be mailed pursuant to such Act or any
                  such subsequent provisions).



                                       24



<PAGE>   25






      9.04 Powers of Board of Directors. A majority of the Disinterested
Directors of the Corporation shall have the power and duty to determine for the
purposes of this Article IX on the basis of the information known to them after
reasonable inquiry, (1) the number of shares of Voting Stock beneficially owned
by any person, (2) whether a person is an Interested Stockholder or is an
Affiliate or Associate of another person, (3) whether a person has an agreement,
arrangement or understanding with another as to the matters referred to in
paragraph (C) of Section 9.01 of this Article IX, (4) whether the assets which
are the subject of any Business Combination have, or the consideration to be
received for the issuance or transfer of securities by the Corporation or any
Subsidiary in any Business Combination has, an aggregate Fair Market Value of
$1,000,000 or more, or (5) whether the requirements of paragraph (a) or (b) of
Section 9.03 of this Article IX have been met with respect to any Business
Combination.

      9.05 No Effect on Fiduciary Obligations of Interested Stockholders.
Nothing contained in this Article IX shall be construed to relieve any
Interested Stockholder from any fiduciary obligation imposed by law.

      9.06 Amendment, Repeal, Etc. Notwithstanding any other provisions of this
Certificate of Incorporation or the Bylaws of the Corporation (and
notwithstanding the fact that some lesser percentage may be specified by law,
this Certificate of Incorporation or the Bylaws of the Corporation), the
affirmative vote of the holders of at least eighty percent (80%) of the shares
of the then outstanding Voting Stock shall be required to amend or repeal, or
adopt any provisions inconsistent with, this Article IX of this Certificate of
Incorporation.



X. BOARD OF DIRECTORS:

      10.01 (a) Number, election and terms. All corporate powers shall be
exercised by or under the authority of, and the business and affairs of the
Corporation shall be managed under the direction of, a Board of Directors which,
except as otherwise fixed by or pursuant to the provisions of Article IV hereof
relating to the rights of the holders of any class or series of Preferred Stock
to elect additional directors under specified circumstances, shall


                                       25



<PAGE>   26





consist of not less than nine (9) nor more than fifteen (15) persons. The exact
number of directors within the minimum and maximum limitations specified in the
preceding sentence shall be fixed from time to time by the Board of Directors
pursuant to a resolution adopted by a majority of the entire Board of Directors.
At the annual meeting of stockholders of the Corporation held in 1985, the
directors, other than those who may be elected by the holders of any class or
series of Preferred Stock, shall be divided into three classes, as nearly equal
in number as possible, with the term of office of the first class of directors
to expire at the annual meeting of stockholders of the Corporation to be held in
1986, the term of office of the second class of directors to expire at the
annual meeting of stockholders of the Corporation to be held in 1987 and the
term of office of the third class of directors to expire at the annual meeting
of stockholders of the Corporation to be held in 1988. At each annual meeting of
stockholders of the Corporation following such initial classification and
election, and except as otherwise so fixed by or pursuant to the provisions of
Article IV hereof relating to the rights of the holders of any or series of
Preferred Stock to elect additional directors under specified circumstances,
directors elected to succeed those directors whose terms expire at such annual
meeting shall be elected for a term of office to expire at the third succeeding
annual meeting of stockholders of the Corporation after their election.

            (b) Vacancies and Newly Created Directorships. Subject to the rights
of the holders of any series of Preferred Stock then outstanding, any vacancy
occurring in the Board of Directors may be filled by the affirmative vote of a
majority of the remaining directors though less than a quorum of the Board of
Directors. A director elected to fill a vacancy shall be elected to serve until
the next annual meeting of stockholders. Any directorship to be filled by reason
of an increase in the number of directors shall be filled by election at an
annual meeting or at a special meeting of stockholders called for that purpose,
unless applicable law then permits such directorship to be filled by the
affirmative vote of a majority of the remaining directors (even though less than
a quorum of the Board of Directors). No decrease in the number of directors
constituting the Board of Directors shall shorten the term of any incumbent
director.



                                       26
<PAGE>   27






            (c) Continuance in Office. Notwithstanding the foregoing provisions
of Section 10.01 hereof, any director whose term of office has expired shall
continue to hold office until his successor shall be elected and qualify.

            (d) Removal. Subject to the rights of the holders of any class or
series of Preferred Stock then outstanding, any director, or the entire Board of
Directors, may be removed from office at any time, with or without cause, but
only by the affirmative vote of the holders of at least eighty percent (80%) of
the voting power of all of the shares of the Corporation then entitled to vote
for the election of directors.

            (e) Amendment, repeal, etc. Notwithstanding any other provisions of
this Certificate of Incorporation or the Bylaws of the Corporation (and
notwithstanding the fact that some lesser percentage may be specified by law,
this Certificate of Incorporation or the Bylaws of the Corporation), the
affirmative vote of the holders of at least eighty percent (80%) of the voting
power of all of the shares of the Corporation then entitled to vote for the
election of directors shall be required to amend or repeal, or to adopt any
provision inconsistent with, Section 10.01 hereof.

      10.02     In furtherance, not in limitation, of the powers conferred upon
the Board of Directors by statute, the Board of Directors is expressly
authorized, without any vote or other action by stockholders other than such as
at the time shall be expressly required by statute applicable to such action, to
exercise in a manner not inconsistent with any of the provisions of the
Certificate of Incorporation all of the powers, rights and privileges of the
Corporation (whether expressed or implied in this Certificate of Incorporation
or conferred by statute) and do all acts and things which may be done by the
Corporation, and particularly, among other things:



                                       27
<PAGE>   28






            (a) Subject to Section 9.06 of Article IX and paragraph (e) of
Section 10.01 hereof, to make, alter and repeal Bylaws of the Corporation,
subject to the power of the stockholders to alter or repeal Bylaws made by the
Board of Directors, which action by the directors shall fully protect third
parties in dealing with the Corporation; provided, however, that the Board of
Directors may not alter, amend or repeal any Bylaw establishing what constitutes
a quorum at any meeting of the stockholders of the Corporation;

            (b) To determine, subject to the provisions of Article IX hereof,
whether any, and if any, what part, of the net income of the Corporation or of
its net assets in excess of its capital shall be declared in dividends and paid
to the stockholders and whether or not in cash or capital stock of the
Corporation or in other property, and generally to determine and direct the use
and disposition of any such net income or any such excess of net assets over
capital; and to fix the times for the declaration and payment of dividends;

            (c) From time to time, to fix the amount to be reserved over and
above the capital stock of the Corporation paid in and to determine and direct
how amount so reserved shall be used;

            (d) To determine from time to time at what times and places and
under what conditions and regulations the accounts and books of the Corporation,
or any of them, shall be open to the inspection of stockholders; and no
stockholders shall have any right to inspect any account or book or document of
the Corporation except as conferred by the laws of the State of Alabama or
authorized by resolution of the Board of Directors or of the stockholders;

            (e) From time to time, and without other limit as to amount, except
as may be provided in a resolution or resolutions adopted by the stockholders of
the Corporation, to borrow or otherwise raise moneys for any of the purposes of
the Corporation; to authorize the issue of bonds, debentures, notes, or other
obligations of the Corporation, of any nature, or in any manner, and to
authorize the creation of mortgages upon, or the pledge or conveyance or
assignment in trust of, the whole or any part of the property of the
Corporation, real or personal, whether at the time 


                                       28
<PAGE>   29




owned or thereafter acquired, including contract rights, to secure the payment
of any of such bonds, debentures, notes or other obligations and the interest
thereon; and to authorize the sale or pledge or other disposition of such bonds,
debentures, notes or other obligations of the Corporation for its corporate
purposes;

            (f) To provide, subject to the requirements of law and the bylaws of
the Corporation, for the holding of stockholders and Directors meetings within
or without the State of Alabama at such places as may be from time to time
designated by resolution of the Board of Directors and to provide for an office
or offices and for the keeping of the books of the Corporation (subject to the
provisions of the statute) within or without the State of Alabama;

            (g) By resolution adopted by majority vote of all the Directors of
the Corporation as at the time fixed by its bylaws, to designate three or more
of their number to constitute an executive committee, which, to the extent
provided in such resolution or in the bylaws of the Corporation, shall have and
may exercise the powers of the Board of Directors in the management of the
business and affairs of the Corporation, and may have power to authorize the
seal of the Corporation to be affixed to all papers which may require it, and by
like resolution, from time to time, to constitute other committees out of their
number, with such powers as shall be provided in such resolutions or in the
bylaws of the Corporation;

            (h) Any action required or permitted to be taken at any meeting of
the Board of Directors or any committee thereof may be taken without a meeting,
if prior to such action a written consent thereto is signed by all members of
the Board or such committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board or committee;

            (i) To exercise such further powers as may be conferred by the
bylaws of the Corporation in addition to the powers and authority expressly
conferred in the foregoing or by law.




                                       29
                                      
<PAGE>   30






XI. LIMITATION OF LIABILITY:


            11.01 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
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.



XII. GENERAL PROVISIONS

            12.01 Capital surplus, paid-in surplus and premiums on stock of the
Corporation now existing or hereafter created shall not be available for the
payment of dividends other than liquidating dividends.

            12.02 All persons who shall acquire stock in the Corporation shall
acquire it subject to the provisions of this Certificate of Incorporation.


                                       30

<PAGE>   31






            12.03 So far as not otherwise expressly provided by the laws of the
State of Alabama, the Corporation shall be entitled to treat the person in whose
name any share is registered as the owner thereof for all purposes and shall not
be bound to recognize any equitable or other claim to or interest in said share
on the part of any other person, whether or not the Corporation shall have
notice thereof.

            12.04 Attached hereto, marked Exhibit "A" and made a part hereof, is
a statement, under oath, made by A. S. Lacy, the officer or agent authorized by
the incorporators to receive subscriptions to the capital stock of the
Corporation subscribed for and the amount thereof which has been paid in. There
is also attached hereto, marked Exhibit "B" and made a part hereof, a true and
correct copy of the subscription list of the Corporation showing the amount of
capital stock subscribed for by the incorporators and the manner in which such
subscriptions are provided to be discharged.

            The board of directors of the Corporation adopted a resolution with
respect to the restatement of the certificate of incorporation of the
corporation on July 19, 1984.

            The foregoing restated certificate of incorporation of the
Corporation sets forth all of the operative provisions of the Certificate of
Incorporation of the Corporation, correctly sets forth without change the
corresponding provisions of the Certificate of Incorporation of the Corporation
as heretofore amended and supersedes the original Certificate of Incorporation
of the Corporation and all amendments thereto.

            Dated this 20th day of July, 1984.


                                    ENERGEN CORPORATION


                                By  /s/ Rex J. Lysinger
                                    -------------------------------------
                                    Its Chairman of the Board of
                                    Directors and President

                                and /s/ A. S. Lacy
                                    -------------------------------------
                                    Its Secretary



                                       31
<PAGE>   32


STATE OF ALABAMA     )
                     )
COUNTY OF JEFFERSON  )


     Before me, the undersigned authority in and for said County in said State,
personally appeared Rex J. Lysinger known to me, who being first duly sworn doth
depose and say that he is the Chairman of the Board of Directors and President
of Energen Corporation, that he signed the foregoing Restated Certification of
Incorporation of said corporation as Chairman of the Board of Directors and
President of said corporation and with full authority and that the statements
made in the foregoing Restated Certification of Incorporation of said
corporation are true and correct.


                                             /s/ Rex J. Lysinger
                                             -------------------------------
                                             Rex J. Lysinger




     Subscribed and sworn before me on this 20th day of July, 1984, in witness
whereof I hereunto subscribe my name and attach the seal in my office.

                                             Margaret G. Priola 
                                             -------------------------------
                                             Notary Public


[NOTARIAL SEAL]                              My Commission Expires: 4/20/85











                                       32
<PAGE>   33






                                  EXHIBIT "A"


STATE OF ALABAMA     )
                     )
COUNTY OF JEFFERSON  )


            Before me, Evelyn E. Pulley, a Notary Public in and for said county
in said state, personally appeared A. S. Lacy, who is known to me, and who,
being by me first duly sworn according to law, deposed and said that he is the
officer or agent designated and authorized by the incorporators of Energen
Corporation, an corporation proposed to be incorporated under the laws of the
State of Alabama, to receive the subscription to the capital stock of said
corporation; that the amount of capital stock of said corporation that has been
paid in cash is One Thousand Dollars ($1,000.00) which amount is at least twenty
percent (20%) of the stock subscribed; that a true copy of the subscription list
of capital stock of said corporation and the price paid in cash therefor by each
subscriber is attached hereto, marked Exhibit "B" and made a part hereof; and
that affiant now holds said cash for delivery to said corporation, upon
completion of the organization thereof.


                                    /s/ A. S. LACY
                                    ------------------------------------------
                                        A. S. Lacy

Subscribed and sworn to before me this 
26th day of October, 1978.


/s/ Evelyn E. Pulley
---------------------------------------
Notary Public in and for the County of
Jefferson, Alabama

My Commission expires:  March 16, 1980




                                       33
<PAGE>   34







                                  EXHIBIT "B"

                     SUBSCRIPTION LIST OF THE CAPITAL STOCK

                                       OF

                              ENERGEN CORPORATION


     We, the undersigned, do hereby respectively subscribe for and agree to take
and pay in cash for the number of shares of common stock of the par value of One
Dollar ($1.00) per share of Energen Corporation, a corporation proposed to be
organized under the laws of the State of Alabama, that is set opposite our
respective signatures.

     IN WITNESS WHEREOF, each of the undersigned subscribers has signed his name
hereto, all opposite the number of shares subscribed for by each of the
undersigned, this 19th day of October, 1978.


<TABLE>
<CAPTION>
                                            NUMBER               AMOUNT
                                             OF                   PAID
                                            SHARES               IN CASH
<S>                                         <C>                  <C>


       /s/ Howard Higgins                    334                 $334.00
------------------------------
       Howard Higgins


       /s/ Rex J. Lysinger                   333                 $333.00
------------------------------
       Rex J. Lysinger


       /s/ A. S. Lacy                        333                 $333.00
------------------------------
       A. S. Lacy
</TABLE>












                                       34