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                                                                   Exhibit 10(f)


                               ENERGEN CORPORATION
                     1992 LONG-RANGE PERFORMANCE SHARE PLAN
                     (As Amended effective October 1, 1999)


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 the occurrence of any one or more
of the following:

                           (1)      The acquisition by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act)
(a "Person") of beneficial ownership (within the meaning of Rule 13(d)-3
promulgated under the Exchange Act) of 25% or more of either



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(i) the then outstanding shares of common stock of Energen (the "Outstanding
Common Stock") or (ii) the combined voting power of the then outstanding voting
securities of Energen entitled to vote generally in the election of directors
(the "Outstanding Voting Securities"); provided, however, that for purposes of
this subsection (1) any acquisition by an employee benefit plan (or related
trust) sponsored or maintained by Energen or any corporation controlled by
Energen shall not constitute a Change in Control;

                           (2)      Individuals who, as of October 1, 1999,
constitute the Board of Directors of Energen (the "Incumbent Board") cease for
any reason to constitute at least a majority of the Board of Directors of
Energen (the "Board of Directors"); provided, however that any individual
becoming a director subsequent to such date whose election, or nomination for
election by Energen's shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board of Directors;

                           (3)      Consummation of a reorganization, merger or
consolidation, or sale or other disposition of all or substantially all of the
assets, of Energen (a "Business Combination"), in each case, unless, following
such Business Combination, (i) all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the Outstanding Common
Stock and Outstanding Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 75% of,
respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without limitation, a
corporation which as a result of such transaction owns Energen or all or
substantially all of Energen's assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination, of the Outstanding Common Stock
and Outstanding Voting Securities, as the case may be, (ii) no Person (excluding
any corporation resulting from such Business Combination or any employee benefit
plan (or related trust) of Energen or such corporation resulting from such
Business Combination) beneficially owns, directly or indirectly, 25% or more of,
respectively, the then outstanding shares of common stock of the corporation
resulting from such Business Combination or the combined voting power of the
then outstanding voting securities of such corporation except to the extent that
such ownership existed prior to the Business Combination and (iii) at least a
majority of the members of the board of directors of the corporation resulting
from such Business Combination were members of the Incumbent Board at the time
of the execution of the initial agreement, or of the action of the Board of
Directors, providing for such Business Combination;

                           (4)      Any transaction or series of transactions
which is expressly designated by resolution of the Board of Directors to
constitute a Change in Control for purposes of this Agreement.


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                  (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 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 if no such quotations are available,
such determination shall be made by a majority of the Incumbent Board.

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

                  (o)      "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.

                  (p)      "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




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who has an officer title with the Corporation.

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

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

                  (s)      "Qualified Termination" means termination of a
Participant's employment with the Corporation under any one of the following
circumstances:

                           (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.

                           (v)      A voluntary termination by the Participant
                                    during the period commencing with the
                                    earliest date that a Change in Control
                                    occurs and ending on the last day of the
                                    thirty-sixth calendar month following the
                                    calendar month during which such Change in
                                    Control occurs.

                  (t)      "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




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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 which become payable to the
Participant and which are subject to such deferral election, may at the
discretion of the Corporation 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 Corporation, 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.


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                           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 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


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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 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.



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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 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, 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,
provided that the adoption of new procedures or amendment of existing procedures
shall be effective with respect to Awards granted prior to such adoption or
amendment only to the extent agreed by the affected Participants. The other
provisions of the Plan notwithstanding, all Award payments made subsequent to a
Change in Control shall be paid in cash except as may be otherwise agreed by the
affected Participants.

19.      AMENDMENT OF THE PLAN

The Board of Directors may amend or suspend the Plan at any time; provided,
however, that suspension or amendment of the Plan (or the procedures under
Section 18 of the Plan) shall be effective with respect to Awards granted prior
to such suspension or amendment only to the extent agreed by the affected
Participants.

The foregoing notwithstanding, if Energen agrees to a Change in Control
transaction for which the parties intend to use the pooling of interests
accounting method and, in the opinion of the Independent Auditor (i) the use of
such accounting method is precluded by a prior amendment of the Plan or a prior
Award grant, (ii) such impediment to use of the pooling of interests method can
be removed by modification or nullification of such amendment or Award, and
(iii) there will be no other impediments to the use of the pooling of interests
method, then, effective contemporaneous with the closing of the Change in
Control, the Board of Directors may modify or nullify such prior


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amendment or Award. Any such modification or nullification will be done only to
the extent deemed necessary by the Independent Auditor and to the extent
possible will be done in a manner which has the least adverse economic effect on
Participants. Any Award which has been paid may only be modified or nullified
with the consent of the Participant.



                  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, (ii) amended April 25, 1997 by the Board and (iii) amended
October 27, 1999 (effective October 1,1999) by the Board.




                                                    ---------------------------
                                                    Assistant Secretary



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