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EXHIBIT 3(e)
ARTICLES OF AMENDMENT
TO THE
RESTATED CERTIFICATE OF INCORPORATION
OF ENERGEN CORPORATION
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 (Section 10-2B-10.01, et seq.), the
undersigned corporation executes the following Articles of Amendment to
its Restated Certificate of Incorporation:
(1) The name of the corporation is Energen Corporation.
(2) The Restated Certificate of Incorporation of the said
corporation is amended as follows:
(a) A new Article XI is added to read in its
entirety as follows:
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.
(b) The provisions of the Restated Certificate of
Incorporation which constituted Article XI prior to the
adoption of the foregoing Article XI shall be renumbered as
Article XII and all sections therein, or references thereto,
shall be correspondingly renumbered to reflect the foregoing
amendment.
(3) The foregoing amendment to the Restated Certificate of
Incorporation was adopted by the shareholders of the said Corporation on
January 25, 1995 in the manner prescribed by the Alabama Business
Corporation Act.
(4) The common stock of the Corporation, par value $0.01 per
share, was the only voting group entitled to vote on the amendment. As
of the record date for the meeting, there were 10,919,977 shares of such
common stock outstanding, and the holders of such shares were entitled
to cast one vote per share, or an aggregate of 10,919,977 votes. There
were 9,156,260 votes entitled to be cast by the holders of the common
stock of the Corporation indisputably represented at the meeting.
(5) The total number of undisputed votes cast for the
amendment by the holders of the common stock of the Corporation was
8,150,902, and the number of votes cast for the amendment was sufficient
for approval of the amendment by the holders of the common stock of the
Corporation.
Dated as of February 3, 1995.
ENERGEN CORPORATION
BY /s/ Rex J. Lysinger
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Rex J. Lysinger
Its Chairman of the Board
of Directors
ATTEST:
/s/ J. D. Woodruff, Jr.
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J. D. Woodruff, Jr.
Assistant Secretary