Full Legal Name of Registered Holder (if not the same as # above) through which Registrable Securities are held:

Full Legal Name of Selling Stockholder

Full legal name of Selling Securityholder:

Selling Stockholder Issuance Instruction. Upon the terms and subject to the conditions set forth herein, on any Trading Day during the Agency Period on which the conditions set forth in Section 5(a) shall have been satisfied, the Selling Stockholder may exercise its right to request to sell Shares by instructing the Agent, and notifying the Company, by telephone (confirmed promptly by telecopy or email, which confirmation will be promptly acknowledged by the Agent) as to the maximum number of Shares to be sold on such Trading Day and the minimum price per Share at which such Shares may be sold.

Confirmation to the Selling Stockholder. If acting as sales agent hereunder, the Agent will provide written confirmation to the Selling Stockholder following the close of trading on the Principal Market on each Trading Day on which Shares of the Selling Stockholder are sold under this Agreement setting forth the number of Shares of the Selling Stockholder sold on such day, the aggregate gross sales proceeds of the Shares of the Selling Stockholder, the aggregate net proceeds to the Selling Stockholder and the aggregate compensation payable by the Selling Stockholder to the Agent with respect to such sales.

Indemnification by the Selling Stockholder. The Selling Stockholder agrees to indemnify and hold harmless the Company, the Agent, the Forward Purchaser, and their respective officers, directors and employees, and each person, if any, who controls the Company, the Agent or the Forward Purchaser within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company to the Agent and Forward Purchaser, but only with reference to the Selling Stockholder Information furnished to the Company by or on behalf of the Selling Stockholder specifically for inclusion in the documents referred to in the foregoing indemnity. The liability of the Selling Stockholder shall not be greater in amount than the dollar amount of the sum of # the net proceeds (after discounts and commissions) received by the Selling Stockholder from the offering of Shares by the Selling Stockholder contemplated hereby and # the aggregate of the products of the Actual Sold Forward Amounts and the Forward Hedge Prices under any Forwards hereunder. This indemnity agreement will be in addition to any liability which the Selling Stockholder may otherwise have and shall not limit any indemnification obligations of the Selling Stockholder under the terms of any Forward Contract.

Full Settlement; Legal Fees. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and except as specifically provided in Section 6(a)(iii), such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability or entitlement under, any provision of this Agreement or any guarantee of performance thereof (whether such contest is between the Company and the Executive or between either of them and any third party, and including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in Code Section 7872(f)(2)(A).

Name. The name of this plan is the "Target Corporation Executive Officer Cash Incentive Plan." It is sometimes hereinafter referred to as the "Plan." Unless otherwise defined in the Plan or the context clearly indicates to the contrary, capitalized terms are defined in Article II.

Name. The name of the limited liability company governed hereby is “​.”

Name. The Plan shall be known as the “Energen Corporation Stock Incentive Plan.”