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Exhibit 10(c)
TO: _____________________________
FROM: _____________________________
DATE:
SUBJECT: Energen Corporation 1997 Stock Incentive Plan-Performance Share Award
Number of Performance Shares: ________
Award Period _________________ - _____________________
This will confirm that the Officers Review Committee of the Energen Board of Directors has awarded to you the above-referenced number of Performance Shares under the Energen Corporation 1997 Stock Incentive Plan, as amended (the "Plan"). Such action was taken by the Committee at its meeting on _________________. The Award is subject to all of the terms and conditions of the Plan and the Performance Conditions set forth in the Plan's Administrative Guidelines, dated ______________________.