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                                                                   EXHIBIT 10(f)


                               ENERGEN CORPORATION
                     1992 LONG-RANGE PERFORMANCE SHARE PLAN
                      (AS AMENDED EFFECTIVE APRIL 25, 1997)


1.       PURPOSE

The purpose of the Energen Corporation 1992 Long-Range Performance Share Plan
(the "Plan") is to further the long-term growth in profitability of the
Corporation by offering long-term incentives in addition to current compensation
to those key executives who will be largely responsible for such growth.

2.       DEFINITIONS

         (a)      "Award" means Performance Shares awarded to a Participant
pursuant to the terms of 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 Award
is granted, except as otherwise determined by the Committee at the time of grant
and subject to the other provisions of this Plan.

         (c)      "Board of Directors" means the Board of Directors of Energen.

         (d)      "Cause" Termination of employment by the Corporation for
"Cause" shall mean termination based on any of the following:

                  (1) The willful and continued failure by a Participant to
substantially perform such participant's duties with the Corporation (other than
any such failure resulting from such participant's incapacity due to physical or
mental illness) after a written demand for substantial performance is delivered
to the Participant specifically identifying the manner in which such Participant
has not substantially performed such Participant's duties;

                  (2) The engaging by a Participant in willful, reckless or
grossly negligent misconduct which is demonstrably injurious to the Corporation
monetarily or otherwise; or

                  (3) The conviction of a Participant of a felony.

         (e)      "Change in Control" means:


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                  (1) The acquisition by any person, entity or "group", within
the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (excluding for
this purpose, any employee benefit plan of Energen or any of its Subsidiaries
which acquires beneficial ownership of voting securities of Energen), of
beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act)
of 25% or more of either the then outstanding shares of Common Stock or the
combined voting power of Energen's then outstanding voting securities, in one
transaction or a series of transactions;

                  (2) Individuals who, as of November 27, 1991, constitute the
Board of Directors (the "Continuing Directors") cease for any reason to
constitute at least a majority of the Board of Directors, provided that any
person becoming a director of Energen subsequent to November 27, 1991, whose
election, or nomination for election by Energen's stockholders, was approved by
a vote of at least a majority of the Continuing Directors (other than an
election or nomination of an individual whose initial assumption of office is in
connection with an actual or threatened solicitation with respect to the
election or removal of directors of Energen, as such terms are used in Rule
14a-11 of Regulation 14A under the Exchange Act) shall be, for purposes of the
Plan, considered as though such person were a Continuing Director;

                  (3) (i) The occurrence of a merger, consolidation or
reorganization of Energen in which, as a consequence of the transaction, either
the Continuing Directors do not constitute a majority of the directors of the
continuing or surviving corporation or any person, entity or "group", within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act, controls 25% or
more of the combined voting power of the continuing or surviving corporation;
(ii) the occurrence of any sale, lease or other transfer, in one transaction or
a series of transactions, of all or substantially all of the assets of Energen;
or (iii) the adoption by Energen of a plan for its liquidation or dissolution.

         (f)      "Chief Executive Officer" means the chief executive officer of
Energen.

         (g)      "Committee" means the Officers Review Committee of the Board
of Directors or such other committee of two or more directors as may be
determined by the Board of Directors, provided that in all events each member of
the Committee shall be a "disinterested person" within the meaning of Rule
16b-3(c)(2) under the Exchange Act.

         (h)      "Common Stock" means the Common Stock, par value $0.01 per
share, of Energen as such stock may be reclassified, converted or exchanged by
reorganization, merger or otherwise.

         (i)      "Corporation" means Energen and its Subsidiaries.

         (j)      "Employee" means any person (including any officer or
director) employed by the Corporation on a full-time salaried basis.

         (k)      "Energen" means Energen Corporation, an Alabama Corporation.

         (l)      "Exchange Act" means the Securities Exchange Act of 1934.

         (m)      "Fair Market 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


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Shares for an Award Period or an Interim Period, as the case may be, on the
Composite 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 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 of a share of
stock as determined by a majority of the Board of Directors; provided, however
that if a Change in Control shall have occurred, then such determination shall
be made by a majority of the Continuing Directors.

         (n)      "Interim Period" means a 1, 2 or 3 year period within an Award
Period for which the Committee determines that there shall be Interim Periods.

         (o)      "Officer" means any Employee of the Corporation who is an
"officer" of the Corporation within the meaning of Rule 16a-l(f) under the
Exchange Act as well as any Employee who has an officer title with the
Corporation.

         (p)      "Participant" means an Employee who is selected by the
Committee to receive an Award under the Plan.

         (q)      "Performance Share" means the equivalent of one share of
Common Stock.

         (r)      "Qualified Termination" means termination of a Participant's
employment with the Corporation which is:

                  (i)      An involuntary termination by the Corporation other
                           than for Cause;

                  (ii)     Expressly agreed in writing by the Participant and
                           the Corporation to constitute a Qualified Termination
                           for purposes of this Plan;

                  (iii)    A result of the death, Disability or Retirement of
                           the Participant;

                  (iv)     A voluntary termination by the Participant for Good
                           Reason. The term "Good Reason" means with respect to
                           an Award and a Participant, the occurrence subsequent
                           to the grant of such Award of (A) a reduction in the
                           Participant's aggregate rate of monthly base pay from
                           the Corporation or (B) the termination or materially
                           adverse modification of the Energen Annual Incentive
                           Compensation Plan without substitution of new
                           short-term incentives providing comparable
                           compensation opportunities for the Participant.

         (s)      "Subsidiary" means any corporation, the majority of the
outstanding voting stock of which is owned, directly or indirectly, by Energen.


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3.       ADMINISTRATION OF THE PLAN

The Plan shall be administered by the Committee. No member of the Committee
shall be eligible to participate in the Plan while serving as a member of the
Committee. Subject to the provisions of the Plan, the Committee shall have the
exclusive authority to select the Employees who are to participate in the Plan,
to determine the Award to be made to each Employee selected to participate in
the Plan, and to determine the conditions subject to which Awards will become
payable under the Plan; provided, however, that, subject to the provisions of
Section 5(a) hereof, the Committee may delegate to the Chief Executive Officer
the authority to select and make Awards to certain Employees.

The Committee shall have full power to administer and interpret the Plan and to
adopt such rules and regulations consistent with the terms of the Plan as the
Committee deems necessary or advisable in order to carry out the provisions of
the Plan. Except as otherwise provided in the Plan, the Committee's
interpretation and construction of the Plan and of any conditions applicable to
Performance Share Awards shall be conclusive and binding on all persons,
including the Corporation and all Participants.

The Plan shall be unfunded. Benefits under the Plan shall be paid from the
general assets of the Corporation.


4.       PARTICIPATION

Subject to the provisions of Section 5(a) hereof, Participants in the Plan shall
be selected by the Committee or the Chief Executive Officer from those Employees
of the Corporation, who, in the estimation of the Committee or the Chief
Executive Officer, have an opportunity to influence the long-term profitability
of the Corporation.


5.       PERFORMANCE SHARE AWARDS

                  (a) The Committee, or the Chief Executive Officer upon
delegation of authority by the Committee, may from time to time select employees
to receive Awards under the Plan. An Employee may be granted more than one Award
under the Plan. In its discretion at the time of grant, the Committee may
determine that an Interim Period or Interim Periods should be established for
payment with respect to Awards. Whenever Interim Periods are established, the
terms and conditions with respect to payment after the end of such Interim
Period shall be those set by the Committee. The Committee shall make all Awards
to Officers. The Committee may, in its discretion, authorize a total number of
Performance Shares to be awarded to non-Officer Employees and delegate to the
Chief Executive Officer the authority to select such Employees, to determine the
number of Performance Shares to be awarded to such Employees and to establish
Interim Periods with respect to Awards to such Employees. The Chief Executive
Officer shall promptly make a written report to the Committee setting forth the
name and positions of the Employees receiving such Awards and the number of
Performance Shares awarded to each such employee.


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                  (b) An Award shall not entitle a Participant 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 Award under the Plan; and no Participant shall have any interest in or
rights to receive any shares of Common Stock prior to the time when the
Committee determines the form of payment of Performance Shares pursuant to
Section 6.

                  (c) Payment of an Award to any Participant shall be made in
accordance with Section 6 and shall be subject to such conditions for payment as
the Committee may prescribe at the time the Award is made.

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


6.       PAYMENT OF PERFORMANCE SHARE AWARDS

Each Participant granted an Award shall be entitled to payment on account
thereof as of the close of the Award Period applicable to such Award, but only
if the Committee has determined that the 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 the Committee 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 the Corporation, notwithstanding that, based on the conditions
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 be
deducted from the Performance Shares to which such Participant is entitled at
the end of the Award Period.

At the time it determines whether the conditions for payment have been
satisfied, the Committee, in its discretion, shall determine whether the Awards
will be paid all in cash, or in some combination of cash and shares of Common
Stock, except and provided that the Committee must pay in cash an amount equal
to the federal, state and other taxes which the Corporation is required to
withhold, and further provided that payment in shares of Common Stock shall be
subject to the aggregate share limitation set forth in Section 11. The
Corporation shall deduct from the cash portion of all Awards any federal, state
and other taxes required by law to be withheld with respect to such Awards.
Payment of Awards shall be made by the Corporation as promptly as possible after
the determination by the Committee that payment has been earned and upon a date
fixed by the Committee to permit calculation of Fair Market Value of the Common
Stock. The portion of the Award paid in Common Stock shall be equal to the
number of Performance Shares being paid in Common Stock, and the balance shall
be an amount of cash equal to the Fair Market Value of the remaining Performance
Shares to be paid.

Notwithstanding the other provisions of this Plan, a Participant may elect
pursuant to the Energen Corporation 1997 Deferred Compensation Plan to defer
payment of an Award and upon such deferral shall have no further right with
respect to such deferred Award other than as provided under said Deferred
Compensation Plan. In the event of such an election, any Awards or portions of
Awards

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which become payable to the Participant and which are subject to such deferral
election, may at the discretion of the Company be paid to the Trustee under such
Deferred Compensation Plan in the form of Common Stock and/or cash as determined
from time to time by the Company, which Common Stock shall be registered in the
name of the Trustee or such other person as the Trustee may direct. Regardless
of whether such deferred Common Stock or cash is delivered to the Trustee, such
deferred Awards shall count against the maximum number of Performance Shares
awardable under the Plan pursuant to Section 11. Furthermore any such shares of
Common Stock delivered to the Trustee shall count against the maximum number of
shares of Common Stock which may be issued under the Plan pursuant to Section
11.


7.       TERMINATION OF EMPLOYMENT

Except in the case of a Qualified Termination if, prior to the close of the
Award Period with respect to an Award, a Participant's employment terminates,
then any unpaid portion of such Participant's Award shall be forfeited. In the
case of a Qualified Termination, the Participant shall remain entitled to payout
of any outstanding Awards at the end of the applicable Award Period in
accordance with the terms of this Plan including without limitation applicable
performance conditions.


8.       CONSULTING, NON-COMPETE AND CONFIDENTIALITY

A Participant's entitlement, if any, to payout of Awards subsequent to
termination of employment 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 Awards.

                  (a)      Consulting Services. For a period of three years
                           following the termination of the Participant's
                           employment with the Corporation ("Date of
                           Termination"), Participant will fully assist and
                           cooperate with Corporation and its representatives
                           (including outside auditors, counsel and consultants)
                           with respect to any matters with which the
                           Participant was involved during the course of
                           employment with Corporation, including being
                           available upon reasonable notice for interviews,
                           consultation, and litigation preparation. Except as
                           otherwise agreed by Participant, Participant's
                           obligation 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 the Corporation but
                           scheduled to accommodate Participant'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, the Participant shall not
                           Compete, (as defined below) or assist others in
                           Competing with the Corporation. For purposes of this
                           Agreement, "Compete" means (i) solicit in competition
                           with Alabama

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                           Gas Corporation ("Alagasco") any person or entity
                           which was a customer of Alagasco at the Date of
                           Termination; (ii) offer to acquire any local gas
                           distribution system in the State of Alabama; or (iii)
                           offer to acquire any coalbed methane 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 Competes with the Corporation 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 the prior written consent of Energen,
                           disclose to any person, firm or corporation any
                           confidential information of Corporation which is now
                           known to Participant or which hereafter may become
                           known to Participant as a result of Participant's
                           employment or association with Corporation, 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
                           information which becomes publicly disseminated by
                           means other than a breach of this Agreement.


9.       Deleted

10.      Deleted


11.      LIMITATION ON AWARDS

The maximum number of Performance Shares which may be awarded under the Plan
shall not exceed an aggregate of 500,000 (except as adjusted in accordance with
Section 17) and no more than an aggregate of 350,000 shares of Common Stock
(similarly adjusted in accordance with Section 17 shall be issued in payment of
Performance Share Awards, the remainder being payable in cash. Any Performance
Shares awarded under the Plan which are not payable upon expiration or
termination of the applicable Award Period, for whatever reason, shall thereupon
become available again for award under the Plan.


12.      TERM OF THE PLAN

The Plan shall be effective October 1, 1991, subject to the approval of the Plan
by the stockholders of Energen at the Annual Meeting of Stockholders to be held
January 22, 1992. Awards may be granted under the Plan by the Committee prior
but subject to such stockholder approval. The Board of Directors may terminate
the Plan at any time. If not sooner terminated, the Plan terminates on the date
on which all of the Performance Shares subject to award under the Plan have been
paid, but no

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grant of Awards may be made after September 30, 2001. No such termination shall
adversely affect any right or obligation with respect to an Award theretofore
made.


13.      CANCELLATION OF PERFORMANCE SHARES

With the written consent of a Participant holding Performance Shares granted to
such Participant under the Plan, the Committee may cancel such Performance
Shares. In the event of any such cancellation, all rights of the former holder
of such cancelled Performance Shares in respect of such cancelled Performance
Shares under the Plan or otherwise shall terminate.


14.      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.


15.      EMPLOYMENT RIGHTS

An Award made under the Plan shall not confer any right on the Participant to
continue in the employ of the Corporation or limit in any way the right of the
Corporation to terminate such Participant's employment at any time.


16.      EXPENSES

The expenses of administering the Plan shall be borne by the Corporation.


17.      DILUTION AND OTHER ADJUSTMENTS

If Energen shall at any time issue any shares of Common Stock (i) in subdivision
of outstanding shares of Common Stock, by reclassification or otherwise, or (ii)
for a stock dividend, the number of Performance Shares which previously have
been awarded to Participants and which may be awarded under the Plan shall be
increased proportionately; and in like manner, in case of any combination of
shares of Common Stock, by reclassification or otherwise, the number of
Performance Shares which previously have been awarded to Participants and which
may be awarded under the Plan shall be reduced proportionately. If Energen shall
at any time declare and pay an extraordinary dividend in cash or property (other
than a stock dividend with respect to the Common Stock referred to in clause
(ii), above), the number of Performance Shares which previously have been
awarded to Participants shall be increased in such manner as the Committee shall
determine

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to be fair under the circumstances of such extraordinary dividend; provided,
however, that if a Change in Control shall have occurred, such determination
shall be made by a majority of the Continuing Directors.


18.      CHANGE IN CONTROL

The other provisions of the Plan notwithstanding, (i) the Committee is
authorized to specify such procedures as it may deem appropriate in connection
with a Change in Control of Energen, including without limitation acceleration
of payment of part or all of outstanding Awards, the establishment and funding
of a trust to be held for the payment of Awards following such Change in
Control, and the modification of performance conditions applicable to
outstanding Awards and (ii) all Award payments made subsequent to a Change in
Control shall be paid in cash.


19.      AMENDMENT OF THE PLAN

The Board of Directors may amend or suspend the Plan at any time. No such
amendment or suspension shall adversely affect any right or obligation with
respect to an Award theretofore made, including, without limitation, the right
to receive payment of Awards in accordance with Section 18 and procedures
adopted thereunder (subject, however, to the right of the Committee to amend or
suspend such Section 18 procedures prior to the occurrence of a Change in
Control).



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                  As adopted November 27, 1991 by the Energen Corporation Board
of Directors with approval January 22, 1992 by the shareholders and subsequently
(i) amended September 25, 1996 by the Board, with approval January 26, 1997 by
the shareholders, and (ii) amended April 25, 1997 by the Board.


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