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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).



                  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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