PLEDGE AGREEMENT

Exhibit 10(v)-8

PLEDGE AGREEMENT

      THIS PLEDGE AGREEMENT (this “ Pledge Agreement ”), dated as of November 28, 2007, by and among ENERGYSOUTH, INC., a Delaware corporation (the “ Parent Borrower ”), the subsidiaries of the Parent Borrower signatory to this Pledge Agreement or to any amendment, supplement, joinder agreement or other modification relating to this Pledge Agreement (in each case, a “ Pledge Supplement ”) pursuant to which such subsidiary becomes a party hereto (each a “ Subsidiary Pledgor ” and collectively, the “ Subsidiary Pledgors ”; the Parent Borrower and the Subsidiary Pledgors shall be collectively known as the “ Pledgors ”, and individually as “ Pledgor ”), in favor of REGIONS BANK, as Administrative Agent (in such capacity, the “ Administrative Agent ”), for the benefit of the several banks and other financial institutions and lenders (the “ Lenders ”) from time to time parties to the Amended and Restated Credit Agreement dated as of November 28, 2007, among the Parent Borrower, Bay Gas Storage Company, Ltd., an Alabama limited partnership (the “ Subsidiary Borrower ”), the Administrative Agent, the Lenders, and Regions Bank, in its capacities as Administrative Agent, Issuing Bank and Swingline Lender (as the same may hereafter be further amended, restated, supplemented, refinanced or replaced from time to time, the “ Credit Agreement ”).

W I T N E S S E T H:

      WHEREAS , certain of the Pledgors are the record and beneficial owners of all of the issued and outstanding shares of capital stock of the Alabama corporations listed on Part A of Schedule I attached hereto (the “ Shares ”), certain of the Subsidiary Pledgors are the record and beneficial owners of all limited partnership interests of the Alabama limited partnership listed on Part B of Schedule I attached hereto (the “ Limited Partnership Interests ”), certain of the Subsidiary Pledgors are the record and beneficial owners of all partnership interests of the Alabama general partnership listed on Part C of Schedule I attached hereto (the “ General Partnership Interests ”), and certain of the Pledgors are the record and beneficial owners of all of the issued and outstanding limited liability company interests of the Delaware limited liability company listed on Part D of Schedule I attached hereto (the “ LLC Interests ”);

      WHEREAS , it is a condition to the Lenders’ obligations to make Loans to the Parent Borrower and the Subsidiary Borrower, and to issue and continue in effect, for the account of the Parent Borrower and the Subsidiary Borrower, Letters of Credit, all as more particularly provided in the Credit Agreement, that the Pledgors guarantee payment of all Obligations of the Parent Borrower and the Subsidiary Borrower as defined in the Credit Agreement, and pledge to the Administrative Agent, for its benefit and for the benefit of the Lenders and the Issuing Bank, the respective ownership interests held by such Pledgors in certain Subsidiaries of the Parent Borrower; and

      WHEREAS , the Parent Borrower and the Subsidiary Pledgors have executed and delivered to the Administrative Agent, the Parent Guarantee and the Subsidiary Guarantee, respectively, each dated as of the date of this Pledge Agreement, and are delivering this Pledge Agreement, in order to satisfy such condition and to induce the Administrative Agent, the

Lenders and the Issuing Bank to make the extensions of credit to the Parent Borrower and the Subsidiary Borrower as provided in the Credit Agreement;

      NOW, THEREFORE , in consideration of the credit facilities extended to the Parent Borrower and Subsidiary Borrower by the Lenders, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

      1.  Defined Terms . All capitalized terms used herein but not otherwise defined herein shall have the meanings given to them in the Credit Agreement. References herein to this Pledge Agreement shall be deemed to include each Pledge Supplement and any other amendment, restatement or modification hereof.

      2.  Pledge . The Pledgors have pledged, and each Pledgor does hereby pledge, to the Administrative Agent, for its benefit and the benefit of the Lenders and the Issuing Bank (the Administrative Agent, the Lenders and the Issuing Bank are collectively referred to herein as the “ Secured Parties ” and each a “ Secured Party ”) and have granted, and each Pledgor does hereby grant, to the Administrative Agent, for the benefit of the Secured Parties, a first priority security interest in the following property, whether now owned by or owing to, or hereafter acquired by or arising in favor of, such Pledgor (collectively, the “ Pledged Collateral ”):

          (a) All authorized, issued and outstanding Shares, and the certificates representing such Shares, and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Shares, so that the Administrative Agent maintains at all times under this Pledge Agreement a pledge of and security interest in one-hundred percent (100%), on a fully diluted basis, of all shares of the authorized and issued and outstanding capital stock of the respective issuers of the Shares shown in Part A of Schedule I ;

          (b) All Limited Partnership Interests, and any certificates representing such Limited Partnership Interests, and all dividends, distributions, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Limited Partnership Interests, so that the Administrative Agent maintains at all times under this Pledge Agreement a pledge of and security interest in not less than ninety and nine-tenths percent (90.9%), on a fully diluted basis, of all partnership interests in the general partnership shown in Part B of Schedule I ;

          (c) All General Partnership Interests, and any certificates representing such Partnership Interests, and all dividends, distributions, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Partnership Interests, so that the Administrative Agent maintains at all times under this Pledge Agreement a pledge of and security interest in not less than fifty-one percent (51%), on a fully diluted basis, of all partnership interests in the general partnership shown in Part C of Schedule I ;

          (d) All LLC Interests, and any certificates representing such LLC Interests, and all dividends, distributions, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such LLC Interests, so that the Administrative Agent maintains at all times under this Pledge Agreement a pledge of and security interest in not less than sixty percent (60%), on a fully diluted basis, of all limited liability company interests of the limited liability company shown in Part D of Schedule I ;

          (e) Any shares, general partnership interests, limited partnership interests, limited liability company interests or other equity interests of the Subsidiaries listed on Schedule I (collectively, the “ Pledged Subsidiaries ”) acquired by any Pledgor or such Pledgor’s designees with respect to, in addition or incident to, or in lieu of, the Pledged Collateral referred to in the foregoing clauses (a), (b), (c) and (d), whether (x) due to any dividend, stock-split, stock dividend or distribution on dissolution, or partial or total liquidation, or for any other reason, (y) in connection with a reduction of capital, capital surplus or paid-in-surplus or (z) in connection with any spin-off, split-off, reclassification, readjustment, merger, consolidation, sale of assets, combination of shares or any other plan of distribution affecting the Pledged Subsidiaries;

          (f) Any subscription or other rights or options issued in connection with the Pledged Collateral referred to in the foregoing clauses (a), (b), (c), (d) and (e) and, if exercised by any Pledgor, all new shares, general partnership interests, limited partnership interests, limited liability company interests or other equity interests of the Pledged Subsidiaries so acquired by such Pledgor, which shall promptly be assigned and delivered to the Administrative Agent and held under the terms of this Pledge Agreement in the same manner as the Pledged Collateral originally pledged hereunder;

          (g) All shares, general partnership interests, limited partnership interests, limited liability company interests, and other ownership interests in any direct or indirect Subsidiaries of the Parent Borrower as more particularly described as being part of the Pledged Collateral (such ownership interests, together with the Shares, the General Partnership Interests, the Limited Partnership Interests, and the LLC Interests included in the Pledged Collateral, referred to collectively as the “ Pledged Interests ”) in each Pledge Supplement executed and delivered by the Parent Borrower and/or any direct or indirect Subsidiary or Subsidiaries of the Parent Borrower, and all other property and related rights and interests as described in such Pledge Supplement; and

          (h) Any and all proceeds, monies, income and benefits arising from or by virtue of, and all dividends and distributions (cash or otherwise) payable or distributable with respect to, all or any of the Pledged Collateral or other securities and rights and interests described in this Section 2 , except as expressly provided for in Section 8 hereof.

      3.  Security For Secured Obligations . This Pledge Agreement and the Pledged Collateral secure the prompt payment, in full when due, whether at stated maturity, by acceleration or otherwise, and performance of (i) with respect to the Parent Borrower, all of the “Obligations” (as defined in the Credit Agreement) and the “Guaranteed Obligations” (as defined in the Parent Guarantee executed and delivered pursuant to the requirements of the Credit

Agreement), (ii) with respect to the Subsidiary Pledgors, all of the “Parent Guaranteed Obligations” and “Subsidiary Borrower Guaranteed Obligations” (as defined in the Subsidiary Guarantee executed and delivered pursuant to the requirements of the Credit Agreement), and (iii) all costs of collection, foreclosure, and enforcement (including reasonable attorneys’ fees), expenses, reimbursement and indemnity payments, and other amounts incurred by or owing to the Administrative Agent as provided in the Credit Agreement or in respect of this Pledge Agreement or any actions taken hereunder (collectively, the “ Secured Obligations ”).

      4.  Delivery Of Pledged Collateral . All certificates and instruments representing or evidencing any of the Pledged Collateral shall be delivered to and held by or on behalf of the Administrative Agent pursuant hereto. All certificated Pledged Collateral shall be accompanied by duly executed, undated instruments of transfer or assignment endorsed in blank, all in form and substance satisfactory to the Administrative Agent and the Secured Parties and, if the Administrative Agent or any Secured Party so requests, with signatures guaranteed by a member of a registered national securities exchange or the National Association of Securities Dealers, Inc. or by a commercial bank or trust company having an office or correspondent in the United States. Upon the occurrence and during the continuance of an “Event of Default” (as defined in the Credit Agreement), the Administrative Agent shall have the right, at any time in its discretion and without notice to any Pledgor, to transfer to or to register in the name of the Administrative Agent or any of its nominees any or all of the Pledged Collateral. In addition, the Administrative Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger denominations.

      5.  Representations and Warranties . Each Pledgor represents and warrants to the Administrative Agent and the other Secured Parties, as of the date of this Pledge Agreement and each Pledge Supplement, as the case may be, as follows:

          (a) Each Pledgor is, and at the time of delivery of any certificated Pledged Collateral to the Administrative Agent pursuant to Section 4 hereof will be, the sole holder of record and the sole beneficial owner of the Pledged Collateral pledged by such Pledgor, free and clear of any pledge, security interest, assignment, share, levy or other lien or encumbrance thereon or affecting the title thereto.

          (b) All of the Pledged Interests have been duly authorized, validly issued and are fully paid and non-assessable and all documentary, stamp, or other taxes or fees owing in connection with the issuance, transfer and/or pledge thereof hereunder have been paid and will be hereafter paid by each Pledgor as same becomes due and payable.

          (c) No dispute, counterclaim or defense exists with respect to all or any part of the Pledged Collateral.

          (d) Each Pledgor has the requisite corporate other organizational authority to pledge, assign, transfer, deliver, deposit and set over its Pledged Collateral to the Administrative Agent as provided herein.

          (e) There are no restrictions, other than applicable laws and regulations affecting the offering and sales of securities generally, upon the transfer, hypothecation or pledge of any of the Pledged Collateral.

          (f) None of the Pledged Interests have been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject.

          (g)  Part A of Schedule I hereto lists the authorized shares of common stock, the par value thereof and the number of issued and outstanding shares of common stock of the issuer of the Shares. As of the date hereof, (i) no subscription, warrant, option or other right to purchase or acquire any shares of any class of capital stock of the issuer of the Shares is authorized and outstanding, and (ii) there is no commitment by the issuer of the Shares to issue any such shares, warrants, options or other such rights or securities.

          (h)  Part B of Schedule I hereto lists all of the issued and outstanding limited partnership interests of the issuer of the Limited Partnership Interests. As of the date hereof, (i) no subscription, warrant, option or other right to purchase or acquire any limited partnership interests of the issuer of the Limited Partnership Interests is authorized and outstanding, and (ii) there is no commitment by the issuer of the Limited Partnership Interests to issue any such warrants, options or other such rights or securities.

          (i)  Part C of Schedule I hereto lists all of the issued and outstanding partnership interests of the issuer of the General Partnership Interests. As of the date hereof, (i) no subscription, warrant, option or other right to purchase or acquire any partnership interests of the issuer of the Partnership Interests is authorized and outstanding, and (ii) there is no commitment by the issuer of the General Partnership Interests to issue any such warrants, options or other such rights or securities. !

          (j)  Part D of Schedule I hereto lists all of the issued and outstanding limited liability company interests of the issuer of the LLC Interests. As of the date hereof, (i) no subscription, warrant, option or other right to purchase or acquire any liability company interests of the issuer of the LLC Interests is authorized and outstanding, and (ii) there is no commitment by the issuer of the LLC Interests to issue any such warrants, options or other such rights or securities.

          (k) Each Pledge Supplement lists all of the issued and outstanding ownership interests of the types and classes for each direct or indirect Subsidiary of the Parent Borrower that are being pledged pursuant to such Pledge Supplement. As of the date of such Pledge Supplement, (i) no subscription, warrant, option or other right to purchase or acquire any such ownership interests is authorized and outstanding, and (ii) there is no commitment by the issuer of such ownership interests to issue any such warrants, options or other such rights or securities.

          (l) The pledge by each Pledgor of its Pledged Collateral is not in contravention of any law or of any agreement to which such Pledgor is party or by which such Pledgor is otherwise bound, and no consent, approval, authorization or other order of, or other

action by, any Person or notice to or filing with, any Person is required (x) for the pledge by such Pledgor of the Pledged Collateral pursuant to this Pledge Agreement or for the execution, delivery or performance of this Pledge Agreement by such Pledgor or (y) for the exercise by the Administrative Agent of the voting or other rights provided for in this Pledge Agreement or the remedies in respect of the Pledged Collateral pursuant to this Pledge Agreement (except as may be required in connection with any disposition of any portion of the Pledged Collateral by laws affecting the offering and sale of securities generally).

          (m) The pledge, assignment and delivery of the Pledged Collateral together with duly executed, undated instruments of transfer or assignment endorsed in blank pursuant to this Pledge Agreement will create a valid first priority Lien on and a first priority perfected security interest in the Pledged Collateral and the proceeds thereof, securing the payment of the Secured Obligations and no filing or other action is necessary to perfect or protect such security interest, except that (i) the filing of a financing statement, the taking of possession or some other action may be required under the Uniform Commercial Code as in effect in the State of organization of the applicable Pledgor (as in effect in the applicable jurisdiction, the “ UCC ”) to perfect a security interest in certain proceeds of the Pledged Collateral that do not constitute certificated securities or instruments, and (ii) the filing of a financing statement under the UCC may be required to perfect a security interest in any Pledged Collateral that constitutes “investment property” (other than certificated securities) with respect to which the Administrative Agent does not have “control” (as such terms are defined in the UCC).

          (n) This Pledge Agreement has been duly authorized, executed and delivered by each Pledgor and constitutes a legal, valid and binding obligation of such Pledgor enforceable against such Pledgor in accordance with its terms.

     The representations and warranties set forth in this Section 5 shall survive the execution and delivery of this Pledge Agreement.

      6.  Covenants . Each Pledgor covenants and agrees that from and after the date of this Pledge Agreement and until the payment and performance in full of all of the Secured Obligations of such Pledgor:

          (a) Such Pledgor shall not sell, assign, transfer, pledge or otherwise encumber any of its rights in or to its Pledged Collateral or any unpaid dividends or other distributions or payments with respect thereto except pursuant to this Pledge Agreement.

          (b) Such Pledgor will not cause or permit any issuer of any Pledged Interests to issue or grant any warrants, stock options of any nature or other instruments convertible into such ownership interests or sell or transfer any such ownership interests owned or held by it.

          (c) Such Pledgor will, at its own cost and expense, promptly execute, acknowledge and deliver all such instruments and take all such action as the Administrative Agent from time to time may request in order to perfect and protect the pledge and security interest granted or purported to be granted hereby or to enable the Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to the Pledged Collateral.

          (d) Such Pledgor has and will, at its own cost and expense, defend the title to its Pledged Collateral and the pledge and security interest of the Administrative Agent thereon against the claim of any Person and will maintain and preserve such pledge and security interest.

          (e) Such Pledgor will pay all taxes, assessments and charges levied, assessed or imposed upon its Pledged Collateral before the same become delinquent or become liens, assessments, levies or charges upon any of its Pledged Collateral except where the same may be contested in good faith by appropriate proceedings and as to which adequate reserves have been provided.

      7.  Adjustments and Distributions Concerning Pledged Collateral . Should the Pledged Collateral, or any part thereof, ever be converted in any manner by any Pledgor into another type of property or any money or other proceeds ever be paid or delivered to any Pledgor as a result of such Pledgor’s rights in the Pledged Collateral, then in any such event (except as expressly provided in Section 8 hereof), all such property, money and other proceeds shall promptly be and become part of the Pledged Collateral, and each Pledgor covenants and agrees to forthwith pay and deliver all money so received to the Administrative Agent, for the benefit of the Secured Parties, as Pledged Collateral hereunder; and, if the Administrative Agent deems it necessary and so requests, to properly endorse, assign or transfer any and all such other proceeds to the Administrative Agent and to deliver to the Administrative Agent any and all such other proceeds which require perfection by possession under the UCC. With respect to any of such property of a kind requiring an additional security agreement, financing statement or other writing to perfect a security interest therein in favor of the Administrative Agent, each Pledgor will forthwith execute and deliver to the Administrative Agent, or cause to be executed and delivered to the Administrative Agent, whatever the Administrative Agent shall deem necessary or proper for such purposes.

      8.  Pledgors’ Rights; Termination Of Rights .

          (a) As long as no Event of Default shall have occurred and be continuing:

          (i) Each Pledgor shall have the right, from time to time, to vote and give consents with respect to its Pledged Collateral or any part thereof for all purposes not inconsistent with the provisions of the Credit Agreement; provided , that, without limitation of the foregoing, no vote shall be cast, and no consent shall be given or action taken, by any Pledgor without the prior written consent of the Administrative Agent that would authorize or effect: (A) the dissolution or liquidation, in whole or in part, of any issuer of the Pledged Collateral, (B) the consolidation or merger of any issuer of the Pledged Collateral with any other Person (other than any Pledgor), (C) the sale or other disposition outside the ordinary course of business of any material portion of the assets of any issuer of the Pledged Collateral or any business or division thereof, (D) any change in the authorized number of sha