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EXHIBIT 10.10(b)




ATMOS ENERGY CORPORATION




SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN



(AS AMENDED AND RESTATED

EFFECTIVE AS OF NOVEMBER 12, 2009)



Effective Date: November 12, 2009



 









 





TABLE OF CONTENTS




	 	 	 	 	 
	Article	 	Page
	ARTICLE I Purpose and Effective Date
	 	 	1	 
	Section 1.1. Purpose
	 	 	1	 
	Section 1.2. Effective Date
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II Definitions and Construction
	 	 	1	 
	Section 2.1. Definitions
	 	 	1	 
	Section 2.2. Construction
	 	 	8	 
	Section 2.3. Governing Law
	 	 	8	 
	 
	 	 	 	 
	ARTICLE III Eligibility and Participation
	 	 	8	 
	Section 3.1. Employees Eligible to Participate
	 	 	8	 
	 
	 	 	 	 
	ARTICLE IV Assets Used for Benefits
	 	 	8	 
	Section 4.1. Amounts Provided by the Employer
	 	 	8	 
	Section 4.2. Funding
	 	 	9	 
	 
	 	 	 	 
	ARTICLE V Supplemental Pension Benefits
	 	 	9	 
	Section 5.1. Eligibility for Supplemental Pension
	 	 	9	 
	Section 5.2. Amount of Supplemental Pension
	 	 	10	 
	Section 5.3. Form of Payment of Supplemental Pension
	 	 	11	 
	Section 5.4. Commencement of Supplemental Pension
	 	 	12	 
	Section 5.5. Supplemental Pensions After a Change in Control
	 	 	13	 
	 
	 	 	 	 
	ARTICLE VI Disability Benefits
	 	 	14	 
	Section 6.1. Eligibility For Disability Benefit
	 	 	14	 
	Section 6.2. Amount of Disability Benefit
	 	 	14	 
	Section 6.3. Payment of Disability Benefit
	 	 	14	 
	Section 6.4. Payment of Supplemental Pension to Disabled Participants

	 	 	15	 






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	Article	 	Page
	ARTICLE VII Death Benefits
	 	 	15	 
	Section 7.1. Eligibility For Death Benefit
	 	 	15	 
	Section 7.2. Amount of Death Benefit
	 	 	16	 
	Section 7.3. Form of Payment of Death Benefits
	 	 	17	 
	Section 7.4. Commencement of Death Benefits
	 	 	18	 
	 
	 	 	 	 
	ARTICLE VIII Administration
	 	 	18	 
	Section 8.1. Plan Administration
	 	 	18	 
	Section 8.2. Powers of Plan Administrator
	 	 	18	 
	Section 8.3. Calculation of Funding Obligations
	 	 	19	 
	Section 8.4. Annual Statements
	 	 	19	 
	 
	 	 	 	 
	ARTICLE IX Miscellaneous Provisions
	 	 	20	 
	Section 9.1. Amendment or Termination of the Plan
	 	 	20	 
	Section 9.2. Nonguarantee of Employment
	 	 	22	 
	Section 9.3. Nonalienation of Benefits
	 	 	22	 
	Section 9.4. Liability
	 	 	23	 
	Section 9.5. Participation Agreement
	 	 	23	 
	Section 9.6. Successors to the Employer
	 	 	23	 
	Section 9.7. Tax Withholding
	 	 	23	 






	 	 	 

	Exhibit A

	 	Participation Agreement
	 
	 	 
	Exhibit B

	 	Summary of Actuarial Assumptions for Determining Lump Sum
Distributions and Optional Annuity Forms
	 
	 	 
	Exhibit C

	 	Summary of Actuarial Assumptions and Methods for Determining
Supplemental Executive Retirement Plan Trust Annual Funding
Liabilities











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ARTICLE I




Purpose and Effective Date



     Section 1.1. Purpose: The purpose of the Atmos Energy Corporation
Supplemental Executive Retirement Plan (the “Plan”) is to provide supplemental retirement income,
death and disability benefits to certain executive employees of Atmos Energy Corporation. The Plan
is intended to be unfunded and maintained primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees so as to be exempt
from the requirements of Parts 2, 3 and 4 of Title I of ERISA, and shall be so interpreted.



     Section 1.2. Effective Date: The Plan, as previously amended and restated
effective as of August 7, 2007, was an amendment and restatement of the Performance-Based
Supplemental Executive Benefits Plan which was adopted effective August 12, 1998. The August 7,
2007 Plan was subsequently amended and is being amended and restated again, effective as of
November 12, 2009 (the “Effective Date”). The Plan as amended and restated shall apply generally to
any participant in the Prior Plan (as defined below) who did not terminate employment prior to
November 12, 2009. Except as otherwise provided herein, any Eligible Employee who was a
participant in the Prior Plan and who terminated employment prior to November 12, 2009, shall be
entitled to those benefits, if any, provided by the Prior Plan.



ARTICLE II




Definitions and Construction



     Section 2.1. Definitions: The following words and phrases used in the Plan
shall have the respective meanings set forth below, unless the context in which they are used
clearly indicates a contrary meaning:




     (a) Beneficiary: The individual or individuals described in Section 7.3 of the
Plan who are receiving any benefit payments hereunder.



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     (b) Board of Directors: The Board of Directors of the Employer.




     (c) Cause: The termination of employment by the Employer upon the happening of
either (i) or (ii) as follows:




     (i) The willful and continued failure by the Participant to
substantially perform his duties with the Employer (other than any such
failure resulting from the Participant’s incapacity due to physical or
mental illness) after a written demand for substantial performance is
delivered to the Participant by the Employer that specifically identifies
the manner in which the Employer believes that the Participant has not
substantially performed his duties.




     (ii) The Participant’s willful engagement in conduct that is
demonstrably and materially injurious to the Employer, monetarily or
otherwise.




For purposes of this paragraph, no act, or failure to act, on the Participant’s part shall
be deemed “willful” if done, or omitted to be done, by the Participant in good faith and
with a reasonable belief that the action or omission was in the best interests of the
Employer. Notwithstanding the foregoing, the Participant shall not be deemed to have been
terminated for Cause unless and until there shall have been delivered to the Participant a
copy of a resolution duly adopted by the affirmative vote of not less than three-quarters
(3/4) of the entire membership of the Board of Directors of the Employer at a meeting of
such Board of Directors called and held for such purpose (after reasonable notice to the
Participant and an opportunity for the Participant, together with the Participant’s counsel,
to be heard before the Board of Directors), finding that in the good faith opinion of the
Board of Directors that the Participant was guilty of conduct set forth above in
subparagraph (i) or (ii) and specifying the particulars thereof in detail.




     (d) Change in Control:




     (i) A “Change in Control” of the Employer occurs upon a change in the
Employer’s ownership, its effective control or the ownership of a
substantial portion of its assets, as follows:




     (A) Change in Ownership. A change in ownership of the
Employer occurs on the date that any “Person” (as defined in
subparagraph (ii) below), other than (1) the Employer or any of its
subsidiaries, (2) a trustee or other fiduciary holding securities
under an employee benefit plan of the Employer or any of its
Affiliates, (3) an underwriter temporarily holding stock pursuant to
an offering of such stock, or (4) a corporation owned, directly or
indirectly, by the shareholders of the Employer in substantially the
same proportions as their ownership of the Employer’s stock,
acquires ownership of the Employer’s stock that, together with stock
held by such Person, constitutes more than 50% of the total



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fair market value or total voting power of the Employer’s
stock. However, if any Person is considered to own already more
than 50% of the total fair market value or total voting power of the
Employer’s stock, the acquisition of additional stock by the same
Person is not considered to be a Change of Control. In addition, if
any Person has effective control of the Employer through ownership
of 30% or more of the total voting power of the Employer’s stock, as
discussed in subparagraph (i)(B) below, the acquisition of
additional control of the Employer by the same Person is not
considered to cause a Change in Control pursuant to this
subparagraph (i)(A); or




     (B) Change in Effective Control. Even though the
Employer may not have undergone a change in ownership under
subparagraph (i)(A) above, a change in the effective control of the
Employer occurs on either of the following dates:




     (1) the date that any Person acquires (or has acquired
during the 12-month period ending on the date of the most
recent acquisition by such Person) ownership of the
Employer’s stock possessing 30 percent or more of the total
voting power of the Employer’s stock. However, if any Person
owns 30% or more of the total voting power of the Employer’s
stock, the acquisition of additional control of the Employer
by the same Person is not considered to cause a Change in
Control pursuant to this subparagraph (i)(B)(1); or




     (2) the date during any 12-month period when a majority
of members of the Board is replaced by directors whose
appointment or election is not endorsed by a majority of the
Board before the date of the appointment or election;
provided, however, that any such director shall not be
considered to be endorsed by the Board if his or her initial
assumption of office occurs as a result of an actual or
threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board; or




     (C) Change in Ownership of Substantial Portion of
Assets. A change in the ownership of a substantial portion of
the Employer’s assets occurs on the date that a Person acquires (or
has acquired during the 12-month period ending on the date of the
most recent acquisition by such Person) assets of the Employer, that
have a total gross fair market value equal to at least 40% of the
total gross fair market value of all of the Employer’s assets
immediately before such acquisition or acquisitions. However,



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there is no Change in Control when there is such a transfer to
an entity that is controlled by the shareholders of the Employer
immediately after the transfer, through a transfer to (1) a
shareholder of the Employer (immediately before the asset transfer)
in exchange for or with respect to the Employer’s stock; (2) an
entity, at least 50% of the total value or voting power of the stock
of which is owned, directly or indirectly, by the Employer; (3) a
Person that owns directly or indirectly, at least 50% of the total
value or voting power of the Employer’s outstanding stock; or (4) an
entity, at least 50% of the total value or voting power of the stock
of which is owned by a Person that owns, directly or indirectly, at
least 50% of the total value or voting power of the Employer’s
outstanding stock.




     (ii) For purposes of subparagraph (i) above:




     (A) “Person” shall have the meaning given in Section 7701(a)(1)
of the Code. Person shall include more than one Person acting as a
group as defined by the Final Treasury Regulations issued under
Section 409A of the Code.




     (B) “Affiliate” shall have the meaning set forth in Rule 12b-2
promulgated under Section 12 of the Securities Exchange Act of 1934,
as amended.




     (iii) The provisions of this Section 2.1(d) shall be interpreted in
accordance with the requirements of the Final Treasury Regulations under
Code Section 409A, it being the intent of the parties that this Section
2.1(d) shall be in compliance with the requirements of said Code Section and
said Regulations.




     (e) Code: The Internal Revenue Code of 1986, as amended, or any successor
thereto.




     (f) Compensation: Except as otherwise provided in the Participant’s
Participation Agreement, the sum of (i) and (ii) as follows:




     (i) The greater of (A) the Participant’s annual base salary with the
Employer at the date of his termination of employment, or (B) the average of
the Participant’s annual base salary for the highest three (3) calendar
years (whether or not consecutive) of the Participant’s employment with the
Employer.




     (ii) The greater of (A) the Participant’s last Performance Award, or
(B) the average of the highest three (3) Performance Awards (whether or not
consecutive).








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     (g) Covered Employment: For Eligible Employees who are Participants on
November 12, 2008, the total period of employment with the Employer. For Eligible Employees
who become Participants on and after November 13, 2008, the total period of employment with
the Employer while a Participant in the Plan.




     (h) Death Benefit: The total benefit provided under the Plan upon the death of
a Participant, which benefit is calculated in the Plan on a pre-tax basis.




     (i) Disability: The termination of a Participant’s active employment with the
Employer on account of a medically determinable physical or mental impairment that can be
expected to result in death or can be expected to last for a continuous period of not less
than 12 months, for which the Participant is receiving income replacement benefits for a
period of not less than three months under an accident and health plan covering employees of
the Employer.




     (j) Disability Benefit: The monthly benefit provided under the Plan to a
Participant who suffers a Disability, which benefit is calculated in the Plan on a pre-tax
basis.




     (k) Eligible Employee: An employee of the Employer (i) who was not a
participant in the Supplemental Executive Benefits Plan (“SEBP”) as of August 12, 1998 and
is either a (A) corporate officer of the Employer selected by the Board of Directors in its
discretion to participate in the Plan, or (B) the president of an operating division of the
Employer or any other employee of the Employer selected by the Board of Directors in its
discretion to participate in the Plan; or (ii) who was a participant in the SEBP prior to
January 1, 1999, but who as of January 1, 1999 elected in writing to cease his participation
in the SEBP and become an Eligible Employee hereunder as of that date. Any employee who
elected to become an Eligible Employee pursuant to clause (ii) of the preceding sentence
shall receive credit as an Eligible Employee hereunder for the period of time he was an
eligible employee under the SEBP.




     (l) Employer: Atmos Energy Corporation.




     (m) ERISA: The Employee Retirement Income Security Act of 1974, as amended.




     (n) Group Long-Term Disability Plan: The Atmos Energy Corporation Group
Long-Term Disability Plan, as amended from time to time.




     (o) Involuntary Termination: The termination of a Participant’s participation
in the Plan due to either (i) or (ii) as follows:




     (i) Involuntary termination of the Participant’s employment by the
Employer, provided said termination constitutes a Separation from Service
and such termination is for any reason other than Cause or Disability.



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     (ii) Any reason other than for Cause by the Employer prior to the
Participant’s Separation from Service with the Employer.




     (p) LTD Disability: A disability (i) as determined under the Group Long-Term
Disability Plan, as in effect from time to time, or (ii) a determination of total disability
for purposes of eligibility for Social Security disability benefits, if such Group Long-Term
Disability Plan is not then in existence, or the Participant is no longer entitled to
benefits under the Group Long-Term Disability Plan because such Participant received a lump
sum settlement of disability benefits under that plan. If a Participant’s Disability is
based on his eligibility for Social Security disability benefits, such Participant shall not
be treated as having suffered an LTD Disability unless he shall provide the Plan
Administrator, or a committee which may be established pursuant to Section 8.1, with written
proof, in a form and within the time determined by the Plan Administrator, or a committee
which may be established pursuant to Section 8.1, to be satisfactory, that such Participant
is receiving Social Security disability benefits, and unless such Participant provides
written proof of the continuing receipt of Social Security disability benefits six months
after commencement of such Social Security disability benefits and every six months
thereafter, such Participant’s Disability shall be deemed to have ceased at the time he
fails to provide such written proof.




     (q) Participant: An Eligible Employee of the Employer who meets the
requirements to participate in the Plan in accordance with the provisions of Article III
hereof.




     (r) Participation Agreement: The agreement between the Employer and a
Participant described in Section 9.5 of the Plan, executed in the form attached hereto as
Exhibit A, or in such other form as the Board of Directors, in its sole discretion, may
establish from time to time.




     (s) Plan: The Atmos Energy Corporation Supplemental Executive Retirement Plan,
as set forth herein and as amended from time to time.




     (t) Pension Plan: Any defined benefit pension plan adopted, established or
maintained by the Employer, whichever is applicable, as amended from time to time. Any
amount payable to or with respect to a Participant from any group annuity contract
maintained in connection with the Pension Plan shall be deemed part of the benefit
applicable to the Participant under the Pension Plan.




     (u) Performance Awards: Except as otherwise provided in the Participant’s
Participation Agreement, any amount paid, or authorized to be paid, to a Participant while a
Participant in the Plan pursuant to any annual performance bonus or incentive compensation
plan adopted or established by the Employer, or, upon and after a Change in Control, any
amount paid, or authorized to be paid, to a Participant as a performance related cash bonus
in addition to his base cash compensation. Notwithstanding the foregoing, Performance
Awards shall not include any Employer stock award granted under the 1998 Long-Term Incentive
Plan or other incentive plan, other than a stock



6









 







award which is elected by a participant under an incentive plan to be received in lieu
of cash.




     (v) Plan Administrator: The Board of Directors.




     (w) Plan Year: Each twelve (12) month period beginning on January 1 and ending
on December 31.




     (x) Prior Plan: The Atmos Energy Corporation Supplemental Executive Retirement
Plan or its predecessor, as in effect at any time prior to the Effective Date.




     (y) Retired Participant: A Participant under the Plan who receives benefits
upon Retirement.




     (z) Retirement or Retire: A Participant’s voluntary termination from
employment with the Employer that constitutes a Separation from Service after he is vested
in his retirement benefits under the Pension Plan and has met the age and service
requirements to be eligible to commence an early retirement benefit under the Pension Plan.




     (aa) Separation from Service: A Participant’s termination from employment with
the Employer that constitutes a “separation from service” as defined in Section 1.409A-1(h)
of the Final Treasury Regulations under Code Section 409A, or any successor provision
thereto.




     (bb) Supplemental Pension: A Participant’s benefit provided under the Plan,
which benefit is calculated in the Plan on a pre-tax basis.




     (cc) The expressions listed below shall have the meanings stated in the subparagraphs
hereof respectively indicated:



	 	 	 

	“Affiliate”

	 	subparagraph 2.1(d)(ii)(B)
	 
	 	 
	“Dependent Death Benefit”

	 	subparagraph 7.2(a)(iii)
	 
	 	 
	“Lump Sum Death Benefit”

	 	subparagraph 7.2(a)(i)
	 
	 	 
	“Monthly Death Benefit”

	 	subparagraph 7.2(a)(ii)
	 
	 	 
	“Original Payment Date”

	 	subparagraph 5.4(c)
	 
	 	 
	“Person”

	 	subparagraph 2.1(d)(ii)(A)
	 
	 	 
	“SEBP”

	 	subparagraph 2.1(k)
	 
	 	 
	“Specified Employee”

	 	subparagraph 5.4(c)






7









 






     Section 2.2. Construction: The masculine gender, whenever appearing in the
Plan, shall be deemed to include the feminine gender; the singular may include the plural; and vice
versa, unless the context clearly indicates to the contrary.



     Section 2.3. Governing Law: The Plan shall be construed in accordance with
and governed by the laws of the State of Texas, except to the extent otherwise preempted by ERISA
or any other Federal law.



ARTICLE III




Eligibility and Participation



     Section 3.1. Employees Eligible to Participate: Each participant in the Prior
Plan who terminated employment prior to November 12, 2009, shall be entitled to the benefits
provided in the Prior Plan; each Participant who is an Eligible Employee on November 12, 2009 shall
remain a Participant and shall continue to participate in the Plan; and any other Eligible Employee
who becomes a Participant shall participate in the Plan, provided he complies with the provisions
of Section 9.5 hereof. Any Participant who ceases being an Eligible Employee during his employment
with the Employer shall immediately cease active participation in the Plan and shall no longer be a
Participant, except as otherwise set forth herein.



ARTICLE IV




Assets Used for Benefits



     Section 4.1. Amounts Provided by the Employer: Benefits payable under the
Plan shall constitute general obligations of the Employer in accordance with the terms of the Plan.
The Employer may, in its sole discretion, establish a trust or other funding arrangement that is
subject to the claims of the Employer’s general unsecured creditors for the purpose of funding a
Participant’s accrued benefit payable under the Plan. Any such trust or other funding



8









 




arrangement may also provide for the distribution to the Participant of an amount equal to any
federal, state, local or other taxes that are incurred by the Participant in the event the
establishment of such trust or other funding arrangement constitutes the constructive receipt by
the Participant of any benefits payable hereunder prior to the actual receipt of such benefits.
The Employer shall make appropriate adjustments to the amount of the Participant’s Supplemental
Pension in order to reflect the effect upon such Supplemental Pension of the distribution described
in the foregoing sentence. The Employer also may, but shall not be obligated to, purchase one or
more life insurance policies or contracts to provide for the payment of the Death Benefits. Any
such policies or contracts purchased hereunder shall remain a general asset of the Employer or of
any trust established hereunder.




     Section 4.2. Funding: Immediately upon a Change in Control, the Employer
shall contribute to a trust or other funding arrangement an amount necessary to fund 100% of the
then-present value of all Supplemental Pension benefits (vested and unvested) payable hereunder to
each Participant and Retired Participant, regardless of whether any such person is then eligible to
Retire or to receive an unreduced Supplemental Pension. The Employer shall review the funding
status of each such trust or other funding arrangement required to be established under this
Section 4.2 on an annual basis and shall make such contributions thereto as may be required to
maintain the value of the assets thereof at no less than 100% of the then-present value of all such
Supplemental Pension benefits.



ARTICLE V




Supplemental Pension Benefits



     Section 5.1. Eligibility for Supplemental Pension:




     (a) Upon Retirement: Except as otherwise provided elsewhere in the Plan or in
a Participation Agreement, an Eligible Employee who either (i) was a Participant prior



9









 







to November 13, 2008 and has been an Eligible Employee for at least two (2) years, or
(ii) becomes a Participant on or after November 13, 2008 and has at least three (3) years of
Covered Employment, and who Retires shall be entitled to receive a Supplemental Pension.




     (b) Upon Involuntary Termination Prior to a Change in Control: A Participant
who suffers an Involuntary Termination prior to a Change in Control shall be entitled to
receive a Supplemental Pension, subject to the provisions of Section 5.1(c) of the Plan, so
long as he is vested in his retirement benefits under the Pension Plan at the time of his
Involuntary Termination and (i) in the case of an Eligible Employee who was a Participant
prior to November 13, 2008, has been an Eligible Employee for at least two (2) years prior
to the Involuntary Termination, and (ii) in the case of an Eligible Employee who becomes a
Participant on or after November 13, 2008, has at least three (3) years of Covered
Employment prior to the Involuntary Termination.




     (c) Upon Voluntary Termination Prior to Retirement or Termination For Cause: A
Participant who voluntarily resigns from employment with the Employer prior to being
eligible for Retirement or who is terminated from employment with the Employer for Cause
shall not be entitled to receive a Supplemental Pension.




     (d) Upon Disability: A Participant who suffers a Disability shall be entitled
to a Supplemental Pension as provided in Section 6.4, without regard to the number of years
he or she has been an Eligible Employee or his or her number of years of Covered Employment,
as the case may be.



     Section 5.2. Amount of Supplemental Pension:




     (a) Upon Retirement: Except as otherwise provided in the Participant’s
Participation Agreement, the Supplemental Pension payable to a Participant who Retires, and
(i) in the case of an Eligible Employee who was a Participant prior to November 13, 2008,
has been an Eligible Employee for at least two (2) years, and (ii) in the case of an
Eligible Employee who becomes a Participant on or after November 13, 2008, has at least
three (3) years of Covered Employment, shall, unless reduced as provided in subparagraph (b)
below, and based on the normal form of payment specified in Section 5.3(b)(i) or (ii),
depending on the marital status of the Participant at Retirement, equal to (i) minus
(ii) as follows:




     (i) One-twelfth (1/12th) of sixty percent (60%) of the
Participant’s Compensation, reduced if the Participant has fewer than ten
full (10) years of Covered Employment by one-tenth (1/10th) for each full
year of his Covered Employment less than ten (10) (no credit shall be given
for any partial year of Covered Employment;




     (ii) The monthly amount of pension payable to the Participant under the
Pension Plan as of the date that his Supplemental Pension commences,
assuming payment in the automatic form applicable to him under the Pension
Plan.








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     (b) Reduction for Early Commencement of Supplemental Pensions: Except as
provided in subparagraph (c) below and Section 5.5(c) and Section 9.1(c), if a Participant’s
Supplemental Pension commences, without regard to Section 5.4(c) before the Participant
attains age 62, the amount determined under subparagraph (a)(i) above shall, unless
otherwise provided in a Participation Agreement, be reduced by 2% per year for the first two
(2) years (or fractional years thereof, based on full months) that such date of commencement
precedes age 62, and by 4% per year for the next five (5) years (or fractional years
thereof, based on full months) that such date of commencement precedes age 60.




     (c) Upon Involuntary Termination Prior to a Change in Control: The
Supplemental Pension payable to a Participant who suffers an Involuntary Termination prior
to a Change in Control shall be determined in accordance with subparagraph (a) above, but,
except as otherwise provided in the Participant’s Participation Agreement, for purposes of
subparagraph (a)(i), shall be based upon his Compensation and full years of Covered
Employment calculated as of the date of his Involuntary Termination. In addition, in the
case of an Eligible Employee who becomes a Participant on or after November 12, 2009, if
such Participant’s Supplemental Pension is paid without regard to Section 5.4(c) before the
Participant attains age 62 pursuant to Section 5.4(b), the amount determined under
subparagraph (a)(i) above shall be actuarially reduced, in accordance with the actuarial
assumptions for conversion of a life annuity to an optional form of payment other than a
lump sum as set forth in Exhibit B, for each full month that the date of commencement
precedes age 62.



     Section 5.3. Form of Payment of Supplemental Pension:




     (a) Lump Sum Payments: Each Participant shall be paid his Supplemental Pension
in a lump sum payment equal to the actuarial equivalent lump sum value of the normal form of
Supplemental Pension payment provided for in subparagraph (b)(i) or (ii) below, based on his
marital status when his Supplemental Pension is paid or is scheduled to be paid pursuant to
Section 5.4(a) without regard to Section 5.4(c). The actuarial equivalents provided for in
this subparagraph (a) will be determined on the basis of the actuarial assumptions used for
determining actuarial equivalent lump sums as set forth in Exhibit B hereto.




     (b) Normal Form of Supplemental Pension: The normal form of Supplemental
Pension payment shall be determined in accordance with the following provisions:




     (i) Married Participants. If the Participant is married when
his Supplemental Pension is paid or is scheduled to be paid pursuant to
Section 5.4(a) without regard to Section 5.4(c), the normal form of payment
shall be a joint and 50% survivor annuity, with the Participant’s spouse on
the date payment is made or is scheduled to be made pursuant to Section
5.4(a) without regard to Section 5.4(c), as the joint annuitant. If a
Participant’s spouse dies between the date the Supplemental Pension is



11









 







scheduled to be paid and the date the Supplemental Pension actually is
paid, such Participant shall be treated as unmarried for purposes of this
subparagraph (b)(i).




     (ii) Unmarried Participants. If the Participant is not married
when his Supplemental Pension is paid or is scheduled to be paid pursuant to
Section 5.4(a) without regard to Section 5.4(c), the normal form of payment
shall be a life annuity, payable monthly, but guaranteed for a period of 120
months, payable to the Participant or the Participant’s named Beneficiary.
If an unmarried Participant becomes married between the date the
Supplemental Pension is scheduled to be paid and the date the Supplemental
Pension actually is paid, such Participant shall be treated as married for
purposes of this subparagraph (b)(ii).



     Section 5.4. Commencement of Supplemental Pension:




     (a) Upon Retirement: Except as otherwise provided in subparagraph (c) below,
the Supplemental Pension of a Participant who Retires shall be paid on the first day of the
month following the month in which such Participant Retires.




     (b) Upon Involuntary Termination Prior to a Change in Control: The
Supplemental Pension of a Participant who suffers an Involuntary Termination prior to a
Change in Control shall, except as otherwise provided in subparagraph (c) below, be paid (i)
in the case of an Eligible Employee who was a Participant prior to November 12, 2009, at the
later of (A) the first day of the month following the month in which such Participant incurs
a Separation from Service with the Employer, or (B) the first day of the month following the
month in which such Participant attains age 55, and (ii) in the case of an Eligible Employee
who becomes a Participant on or after November 12, 2009, on the first day of the month
following the month in which such Participant incurs a Separation from Service with the
Employer.




     (c) Six Months Delay in Payment: Notwithstanding the foregoing provisions of
this Section 5.4, Section 5.5(c) and Section 9.1(c), if a Participant who is entitled to
payments under said applicable Section is a “specified employee,” as defined in
§ 1.409A-1(i) of the Final Regulations under Code Section 409A, and the Supplemental Pension
would otherwise be paid (the “Original Payment Date”) before a date which is at least six
(6) months following the date of the Participant’s Separation from Service, the Supplemental
Pension shall be paid on the date which is six (6) months following the date of the
Participant’s Separation from Service (or, if earlier, the date of death of the
Participant), provided the six (6) months delay requirements of Code Section 409A otherwise
apply to the payments under said applicable Section. All payments which are delayed as
provided in this subparagraph (c) shall accrue interest for the period from the Original
Payment Date until the date such payment is actually made. Said interest shall be equal to
the applicable segment rates as defined in Code Section 417(e)(3)(D), without regard to the
phase-in percentages specified in Code Section 417(e)(3)(D)(iii), for the



12









 







November preceding the first day of the calendar year in which the participant retires
or otherwise becomes entitled to payments without regard to this Section 5.4(c).



     Section 5.5. Supplemental Pensions After a Change in Control:




     (a) Eligibility For Supplemental Pension: Notwithstanding anything to the
contrary in the Plan, a Participant shall be entitled to a Supplemental Pension, regardless
of whether (i) in the case of an Eligible Employee who was a Participant prior to November
13, 2008, he has been an Eligible Employee for at least two (2) years, and (ii) in the case
of an Eligible Employee who becomes a Participant on or after November 13, 2008, he has at
least three (3) years of Covered Employment, and regardless of whether such Participant is
vested in his retirement benefits under the Pension Plan, if following a Change in Control
of the Employer which occurs at a time when he is an Eligible Employee, either (i) or (ii)
occurs:




     (i) The Participant incurs a Separation from Service




     (A) on account of LTD Disability; or




     (B) involuntarily by the Employer for any reason other than for
Cause.




     (ii) The Participant’s participation in the Plan is terminated by the
Employer for any reason other than for Cause prior to his Separation from
Service with the Employer.




In order for the provisions of this Section 5.5 to apply, the involuntary Separation from
Service referred to in subparagraph (i)(A) above or the termination of participation
referred to in subparagraph (ii) above must occur within three (3) years after the Change in
Control.




     If a Participant incurs a Separation from Service involuntarily by the Employer for any
reason other than for Cause, or his participation in the Plan is terminated by the Employer
for any reason other than for Cause, prior to a Change in Control (whether or not a Change
in Control ever occurs) and such Separation either (A) was at the request or direction of a
person who has entered into an agreement with the Employer, the consummation of which would
constitute a Change in Control, or (B) was otherwise in connection with or in anticipation
of a Change in Control (whether or not a Change in Control ever occurs), then such
Participant’s Separation from Service or termination of participation shall be deemed to
have followed a Change in Control of the Employer, and such Participant shall be one who is
described in this subparagraph (a).




     (b) Amount of Supplemental Pension: The Supplemental Pension payable to a
Participant described in subparagraph (a) above shall be calculated in the same manner as
set forth in Section 9.1(c) for benefits payable in the event of a termination of the Plan,
but based on his Compensation as of the date of his Separation from Service or the date his
participation in the Plan is terminated, whichever is applicable.



13









 






     (c) Commencement of Supplemental Pension: Except as otherwise provided in
Section 5.4(c), the Supplemental Pension payable to a Participant described in subparagraph
(a) above shall be paid (i) in the case of an Eligible Employee who was a Participant prior
to November 12, 2009, at the later of (A) the first day of the month following the month in
which such Participant incurs a Separation from Service with the Employer, or (B) the first
day of the month following the month in which such Participant attains age 55, and (ii) the
case of an Eligible Employee who becomes a Participant on or after November 12, 2009, on the
first day of the month following the month in which such Participant incurs a Separation
from Service with the Employer. In the case of an Eligible Employee who becomes a
Participant on or after November 12, 2009, if such Participant’s Supplemental Pension is
paid without regard to Section 5.4(c) before the Participant attains age 55, the amount
determined under subparagraph (b) above shall be actuarially reduced, in accordance with the
actuarial assumptions for conversion of a life annuity to an optional form of payment other
than a lump sum as set forth in Exhibit B, for each full month that the date of commencement
precedes age 55.



ARTICLE VI




Disability Benefits



     Section 6.1. Eligibility For Disability Benefit: A Participant who is an
Eligible Employee and otherwise is actively participating in the Plan shall be entitled to a
Disability Benefit if he suffers a Disability and an LTD Disability prior to his Retirement.



     Section 6.2. Amount of Disability Benefit: The Disability Benefit payable to
an eligible Participant shall equal (a) minus (b) as follows:




     (a) One-twelfth (1/12th) of sixty percent (60%) of the Participant’s Compensation
calculated as of the date of his Disability.




     (b) The total monthly amount of disability benefit payable to the Participant under the
Group Long-Term Disability Plan (before any offsets) as of the date that his employment
terminates due to Disability.



     Section 6.3. Payment of Disability Benefit: A Participant’s Disability
Benefit shall be paid commencing on the 181st day following the later of the date of his
Disability or the date of his LTD Disability, and shall continue for so long as benefits are paid
due to an LTD Disability.



14









 





     Section 6.4. Payment of Supplemental Pension to Disabled Participants:




     (a) Upon Reaching Age 65: If a Participant who has suffered an LTD Disability
reaches age 65 while still receiving a Disability Benefit, such Participant shall be
entitled to a Supplemental Pension, to be paid on the first day of the month following the
month in which such Participant attains age 65, regardless of whether (i) in the case of an
Eligible Employee who was a Participant prior to November 13, 2008, he has been an Eligible
Employee for at least two (2) years, and (ii) in the case of an Eligible Employee who
becomes a Participant on or after November 13, 2008, he has at least three (3) years of
Covered Employment. The Supplemental Pension payable to such Participant shall be in the
form provided in Section 5.3 and determined in accordance with Section 5.2(a). Upon payment
of a Participant’s Supplemental Pension under this Section 6.4(a), such Participant’s
Disability Benefit under Section 6.3 hereof shall cease.




     (b) Prior to Reaching Age 65: Notwithstanding the provisions of subparagraph
(a) above, a Participant receiving a Disability Benefit shall receive a Supplemental Pension
to be paid on the first day of the month following the month in which occurs the later of
(i) such Participant’s 62nd birthday, or (ii) such Participant’s entitlement to
an unreduced Supplemental Pension under Section 5.2(a)(i), if such month occurs prior to
such Participant’s 65th birthday. If a Participant becomes entitled to a
Supplemental Pension pursuant to this subparagraph (b), the Participant’s Disability
Benefits shall cease, and such Supplemental Pension shall be in the form provided for in
Section 5.3, determined in accordance with Sections 5.2(a) and (b), but without regard to
whether (i) in the case of an Eligible Employee who was a Participant prior to November 13,
2008, he has been an Eligible Employee for at least two (2) years, and (ii) in the case of
an Eligible Employee who becomes a Participant on or after November 13, 2008, he has at
least three (3) years of Covered Employment, and shall be based on the Participant’s
Compensation as of the date that such individual suffered a Disability.



ARTICLE VII




Death Benefits



     Section 7.1. Eligibility For Death Benefit: A Participant’s Beneficiary shall
be entitled to a Death Benefit if the Participant meets the requirements of either (a), (b) or (c)
as follows:




     (a) He dies before his employment with the Employer terminates or while receiving a
Disability Benefit under the Plan.




     (b) He Retires but dies before the payment of his Supplemental Pension.




     (c) He is entitled to a Supplemental Pension pursuant to the provisions of Section
5.1(b) or Section 5.5(a) of the Plan, but dies before the payment of his Supplemental
Pension.



15









 





     Section 7.2. Amount of Death Benefit:




     (a) In-Service Death: In the case of a Participant who dies as provided in
Section 7.1(a), the Death Benefit will be the total of the following (i), (ii) and (iii):




     (i) A lump sum payment equal to two times the Participant’s
Compensation minus any amount payable under the Employer’s Group Basic Life
Insurance Plan (the “Lump Sum Death Benefit”).




     (ii) A monthly benefit equal to one-twelfth of an amount equal to fifty
percent of the Participant’s Compensation at the time of his death (the
“Monthly Death Benefit”).




     (iii) If the Participant leaves a child or children to whom payments
are to be made under Section 7.3 hereof, a monthly benefit equal to
one-twelfth of an amount equal to twenty-five percent (25%) of the
Participant’s Compensation at the time of his death (the “Dependent Death
Benefit”).




     (b) Post-Retirement Death: In the case of a Participant who dies as provided
in Section 7.1(b), a Death Benefit will be paid to the Beneficiary entitled to receive the
Death Benefit pursuant to Section 7.3(a) below. The amount of such Death Benefit shall be
equal to the lump sum amount such Participant would have been entitled to receive had the
Participant’s Supplemental Pension been paid in the month of his death, plus interest, if
applicable, through the date of his death pursuant to Section 5.4(c) as if the date of his
death were the end of the six months delay period.




     (c) Deferred Retirement Death: In the case of a Participant who dies as
provided in Section 7.1(c), a Death Benefit will be paid as provided in (i) or (ii) as
follows:




     (i) In the case of a Participant who dies prior to reaching age 55, a
Death Benefit will be paid to the Beneficiary who would have been so
entitled at the time of his death in a lump sum amount equal to (1) in the
case of an Eligible Employee who was a Participant prior to November 12,
2009, the actuarial equivalent lump sum value of the survivor benefit that
would have been paid under the form applicable under Section 5.3(b)(i) or
(ii) had the Participant lived to age 55, commenced his Supplemental Pension
in the month immediately following the month in which he reached age 55 and
died immediately after his Supplemental Pension commenced, as reduced
actuarially, in accordance with the actuarial assumptions for conversion of
a life annuity to an optional form of payment other than a lump sum as set
forth in Exhibit B, on the basis of the Beneficiary’s age, to reflect
commencement of such Death Benefit pursuant to Section 7.4(b) prior to such
Participant reaching age 55, and (2) in the case of an Eligible Employee who
becomes a Participant on or after November 12, 2009, the actuarial
equivalent lump



16









 







sum value of the survivor benefit that would have been paid under the
form applicable under Section 5.3(b)(i) or (ii) had his Supplemental
Pension, determined on the basis of the actuarial assumptions attributable
to such Participant, as set forth in Section 5.2(c), commenced in the month
immediately following his date of death, and died immediately after his
Supplemental Pension commenced, as reduced actuarially, in accordance with
the actuarial assumptions for conversion of a life annuity to an optional
form of payment other than a lump sum as set forth in Exhibit B, on the
basis of the Beneficiary’s age, to reflect commencement of such Death
Benefit pursuant to Section 7.4(b) prior to such Participant reaching age
55.




     (ii) In the case of a Participant who dies after reaching age 55, a
Death Benefit will be paid to the Beneficiary (1) in the case of an Eligible
Employee who was a Participant prior to November 12, 2009, in the amount
provided for in Section 7.2(b) above, or (2) in the case of an Eligible
Employee who becomes a Participant on or after November 12, 2009, in the
amount provided for in Section 7.2(b) above, except that if such Participant
dies prior to reaching age 62, such amount shall be actuarially reduced, in
accordance with the actuarial assumptions for conversion of a life annuity
to an optional form of payment other than a lump sum as set forth in
Exhibit B, for each full month that the date of commencement precedes age
62.




     (iii) For purposes of this Section 7.2(c), the actuarial equivalent
lump sum value and the actuarial equivalent alternative annuity forms of
Supplemental Pension payments shall be determined in accordance with the
actuarial assumptions set forth in Exhibit B hereto.



     Section 7.3. Form of Payment of Death Benefits:




     (a) Lump Sum and Monthly Death Benefits: The Lump Sum Death Benefit, the
Monthly Death Benefit, the Death Benefit provided for in Section 7.2(b) and the Death
Benefit provided for in Section 7.2(c) are payable to the Participant’s designated
Beneficiary. In the event that no Beneficiary has been effectively designated as provided
with respect to the Death Benefits described in the preceding sentence, the Participant’s
surviving spouse shall be deemed the designated Beneficiary, or if the Participant has no
surviving spouse, his children, if any, per stirpes, and if none, the estate of the
Participant shall be deemed the designated Beneficiary. If a Beneficiary entitled to
receive a Death Benefit that is a survivor annuity payment hereunder dies before
commencement of payment of that Death Benefit, then that Death Benefit shall not be payable
from the Plan. The Monthly Death Benefit shall be a single life annuity, if the
Participant’s surviving spouse is the designated Beneficiary, and shall be a 120-month term
certain annuity, if someone other than the surviving spouse is the Participant’s designated
Beneficiary.



17









 






     (b) Dependent Death Benefit: The Dependent Death Benefit is payable to the
Participant’s dependent children in equal shares until there cease to be any dependent
children remaining. As each child loses his or her dependent status, the child’s share of
the Dependent Death Benefit shall be paid to the remaining dependent child or children in
equal shares. A child of the Participant is deemed to be a dependent until the child
reaches age eighteen or, if a full-time student (i.e. enrolled in twelve hours or more of
courses of higher education), age 25, or until the child’s death if earlier. At the
discretion of the Plan Administrator, any dependent child’s share of the Dependent Death
Benefit may be paid to the Participant’s surviving spouse or other guardian of such child if
applicable and shall constitute full settlement of the Plan’s obligation to such child with
respect to such payment. If the Participant’s surviving spouse is the designated
Beneficiary for the Monthly Death Benefit and dies while receiving the Monthly Death Benefit
and while any dependent child or children of the Participant remain, then the Monthly Death
Benefit being paid to the surviving spouse shall be added to the Dependent Death Benefit and
shall be payable in equal shares to the dependent children in the same manner and for the
same time period as the Dependent Death Benefit.



     Section 7.4. Commencement of Death Benefits:




     (a) The Death Benefits payable pursuant to Section 7.2(a) shall be paid, with respect
to the Lump Sum Death Benefit, or shall commence, with respect to the Monthly Death Benefit
and the Dependent Death Benefit, as of the first day of the month next following the
Participant’s death.




     (b) The Death Benefits payable pursuant to Sections 7.2(b) and (c) shall paid as of the
first day of the month next following the Participant’s death.



ARTICLE VIII




Administration



     Section 8.1. Plan Administration: The Plan shall be administered by the Board
of Directors. The Board of Directors may, in its sole discretion, establish a committee to carry
out the day-to-day administration of the Plan and may delegate any portion of its authority and
responsibilities as Plan Administrator to such committee.



     Section 8.2. Powers of Plan Administrator: The Plan Administrator shall have
the discretionary power and authority to interpret and administer the Plan according to its terms,
including the power to construe and interpret the Plan, to supply any omissions therein, to



18









 




reconcile and correct any errors or inconsistencies, to decide any questions in the
administration and application of the Plan, and to make equitable adjustments for any mistakes or
errors in the administration and application of the Plan. The Plan Administrator shall have such
additional powers as may be necessary to discharge its duties and responsibilities hereunder.




     Section 8.3. Calculation of Funding Obligations: The Employer shall calculate
its funding obligations hereunder solely by using the actuarial assumptions and methodology set
forth in Exhibit C hereto. In its discretion, at any time prior to a Change in Control of the
Employer, the Employer may amend Exhibit C to change such actuarial assumptions and methodology,
provided that such changes are communicated promptly in writing to all Participants, Retired
Participants, and Beneficiaries. Upon and after a Change in Control of the Employer, the actuarial
assumptions and methodology set forth in Exhibit C may be changed with respect to any Participant,
Retired Participant, or Beneficiary who was a Participant, Retired Participant, or Beneficiary at
the time of such Change in Control, only with the written consent of such affected Participant,
Retired Participant, or Beneficiary.



     Section 8.4. Annual Statements: As soon as practicable after the end of each
Plan Year, the Employer shall deliver to each Participant, Retired Participant, and Beneficiary a
statement containing (a) the present value of the Employer’s future benefit obligations to the
Participant, Retired Participant, or Beneficiary; (b) the actuarial assumptions used to calculate
the present value of the Employer’s future benefit obligations hereunder; and (c) the aggregate
current value of the assets, if any, held in a trust or other funding arrangement which are
sufficient to fund 100% of the then-present value of the accrued Supplemental Pension for any
Participant, Retired Participant, or Beneficiary for whom benefits are paid in the form of an
annuity and for whom assets are required to be held in trust.



19









 





ARTICLE IX

Miscellaneous Provisions




     Section 9.1. Amendment or Termination of the Plan:




     (a) In General: Subject to the remaining provisions of this Section 9.1, the
Board of Directors may by resolution, in its absolute discretion, from time to time, amend,
suspend, or terminate any or all of the provisions of the Plan; provided, however, that no
amendment, suspension, or termination may apply so as to decrease the payment to any
Participant or Beneficiary of any benefit under the Plan that he accrued prior to the
effective date of such amendment, suspension, or termination, nor shall such amendment,
suspension, or termination change the time and form of payment to be made under the
provisions of the Plan as in effect before such amendment, suspension, or termination,
except as otherwise permitted or required under Code Section 409A and the Treasury
regulations issued thereunder.




     (b) Amendment That Decreases Benefits: If the Board of Directors amends the
Plan and such amendment results in a decrease in the Supplemental Pension, Death Benefits or
Disability Benefit that otherwise would be paid under the Plan but for the amendment, except
as provided in subparagraphs (iii) and (iv) below, the Participant’s Supplemental Pension,
Death Benefits or Disability Benefit shall equal the sum of (i) and (ii) as follows:




     (i) The amount derived by multiplying the Participant’s benefit
calculated pursuant to the terms of the Plan in effect immediately prior to
the amendment and based upon the Participant’s Compensation used to
calculate the appropriate benefit by the following fraction: The numerator
is the number of full years of Covered Employment the Participant has prior
to the effective date of the amendment, and the denominator is the total
number of full years of Covered Employment the Participant has; however,
neither the numerator nor the denominator shall exceed 10.




     (ii) The amount derived by multiplying the Participant’s benefit as
calculated pursuant to the terms of the Plan as amended based upon the
Participant’s Compensation used to calculate the appropriate benefit by the
following fraction: The numerator is the number of full years that the
Participant participated in the Pension Plan after the effective date of the
amendment (but this number when added to the numerator of the fraction in
subparagraph (i) above, shall not exceed 10) and the denominator is the
total number of full years of Covered Employment the Participant has (but
this number shall not exceed 10).




     (iii) Notwithstanding the foregoing provisions of this subparagraph
(b), if the Plan is so amended before a Participant is vested in his
retirement benefits under the Pension Plan, the Participant’s



20









 







Supplemental Pension, Death Benefit or Disability Benefit shall be
calculated solely in accordance with the terms of the Plan as amended.




     (iv) Notwithstanding the foregoing provisions of this subparagraph (b),
if any such amendment occurs upon or after a Change in Control, the
Participant’s Supplemental Pension shall at least equal the benefits which
would be paid under subparagraph (c) below if there was a termination of the
Plan at the time of such amendment.




     Notwithstanding the foregoing provisions of this subparagraph (b), the Amendment and
Restatement of the Plan effective August 7, 2007 or effective November 12, 2009 shall not
for any purposes be treated as resulting in a decrease in the Supplemental Pension, Death
Benefit or Disability Benefit otherwise payable under the Plan.




     (c) Termination of the Plan.




     (i) If the Board of Directors terminates all or any portion of the Plan
and such termination adversely affects a Participant’s Supplemental Pension,
such Participant shall be entitled to receive a Supplemental Pension
regardless of whether (i) in the case of an Eligible Employee who was a
Participant prior to November 13, 2008, such Participant has been an
Eligible Employee for at least two (2) years, and (ii) in the case of an
Eligible Employee who becomes a Participant on or after November 13, 2008,
such Participant has at least three (3) years of Covered Employment, and
regardless of whether such Participant is vested in his retirement benefits
under the Pension Plan at the time of such Plan termination.




     (A) It shall be based upon the Participant’s Compensation as of
the date of the termination of the Plan;




     (B) If payment of the Supplemental Pension begins before the
Participant has ten full years of Covered Employment, the reduction
referred to in Section 5.2(a)(i) shall not apply;




     (C) If payment of the Supplemental Pension begins before the
Participant attains age 62, the reductions referred to in Section
5.2(b) shall not apply; and




     (D) If the Participant is not otherwise vested under the
Pension Plan, the calculation made under Section 5.2(a)(ii) above
shall be made as if he were so vested.




Except as otherwise provided in Section 5.4(c), the Supplemental Pension
determined under this subparagraph (c) shall be paid (i) in the case of an
Eligible Employee who was a Participant prior to November 12, 2009, at



21









 







the later of (A) the first day of the month following the month in which
such Participant incurs a Separation from Service with the Employer, or (B)
the first day of the month following the month in which such Participant
attains age 55, or (ii) the case of an Eligible Employee who becomes a
Participant on or after November 12, 2009, on the first day of the month
following the month in which such Participant incurs a Separation from
Service with the Employer. In the case of an Eligible Employee who becomes
a Participant on or after November 12, 2009, if such Participant’s
Supplemental Pension commences without regard to Section 5.4(c) before the
Participant attains age 55, the amount determined under this subparagraph
(c) shall be actuarially reduced, in accordance with the actuarial
assumptions for conversion of a life annuity to an optional form of payment
other than a lump sum as set forth in Exhibit B, for each full month that
the date of commencement precedes age 55.




     (ii) If the Board of Directors terminates all or any portion of the
Plan and such termination adversely affects the Disability Benefits or Death
Benefits described in the Plan, a Participant shall continue to be entitled
to the Disability Benefits or Death Benefits described in the Plan if he
thereafter dies or suffers a Disability. Any such Death Benefit or
Disability Benefit, however, shall be calculated as of the date of
termination of such benefit or the Plan as if such date of termination was
the date the Participant died or suffered a Disability. Payment of any such
Death Benefit or Disability Benefit shall be made in accordance with the
terms of the Plan as in effect immediately prior to the date of termination
of such benefit or the Plan.




     (d) Amendments to Comply with Internal Revenue Code Section 409A:
Notwithstanding any of the foregoing provisions of this Section 9.1 or any of the terms and
conditions of the Participation Agreement to the contrary, the Board of Directors reserves
the right, in its sole discretion, to amend the Plan and/or any Participation Agreement in
any manner it deems necessary or desirable in order to comply with or otherwise address
issues resulting from Code Section 409A.



     Section 9.2. Nonguarantee of Employment: Nothing contained in the Plan shall
be construed as a contract of employment between the Employer and any employee, as a right of any
employee to be continued in the employment of the Employer, or as a limitation of the right of the
Employer to discharge any of its employees, with or without Cause.



     Section 9.3. Nonalienation of Benefits: To the extent permitted by law,
benefits payable under the Plan shall not, without the Plan Administrator’s consent, be subject in
any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge,



22









 




garnishment, execution, or levy of any kind, either voluntary or involuntary. Any
unauthorized attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge, or
otherwise dispose of any right to benefits payable hereunder shall be void. No part of the assets
of the Employer shall be subject to seizure by legal process resulting from any attempt by
creditors of or claimants against any Participant or Beneficiary or any person claiming under or
through the foregoing to attach his interest under the Plan.




     Section 9.4. Liability: No director, officer, or employee of the Employer
shall be liable for any act or action, whether of commission or omission, taken by any other
director, officer, employee, or agent of the Employer under the terms of the Plan or, except in
circumstances involving his bad faith, for anything done or omitted to be done by him under the
terms of the Plan.



     Section 9.5. Participation Agreement: Each Participant shall enter into a
Participation Agreement as a condition to his participation in the Plan. Such Participation
Agreement shall constitute a separate and enforceable agreement between the Employer and the
Participant regarding the Participant’s rights in the Plan.



     Section 9.6. Successors to the Employer: Any successor to the Employer
hereunder, which successor continues or acquires any of the business of the Employer, shall be
bound by the terms of the Plan in the same manner and to the same extent as the Employer.



     Section 9.7. Tax Withholding: The Employer shall have the right to deduct
from all amounts paid in cash or other form under this Agreement any Federal, state, local or other
taxes required by law to be withheld.



23









 





     IN WITNESS WHEREOF, and as conclusive evidence of its adoption of this amendment and
restatement of the Supplemental Executive Retirement Plan, the Employer has caused the Plan to be
duly executed on this 25th day of October, 2010, to be effective as of the date set forth in
Section 1.2 above.



	 	 	 	 	 
	 	ATMOS ENERGY CORPORATION

 	 
	 	By:  	/s/ KIM R. COCKLIN
 	 
	 	 	Kim R. Cocklin 	 
	 	 	President and Chief

Executive Officer 	 
	 








24









 








EXHIBIT A




PARTICIPATION AGREEMENT




     THIS PARTICIPATION AGREEMENT is entered into as of the ____day of _________, 20___ by and
between ATMOS ENERGY CORPORATION, a Texas and Virginia corporation (the “Employer”), and
__________________________(“Participant”).



W I T N E S S E T H:




     WHEREAS, the Employer has adopted the Atmos Energy Corporation Supplemental Executive
Retirement Plan (the “Plan”), pursuant to which certain executive or management employees of the
Employer may receive supplemental pension, disability, and death benefits; and



     WHEREAS, in accordance with Section 9.5 of the Plan, the Employer and Participant have agreed
to execute and enter into this Agreement;



     NOW, THEREFORE, in consideration of the premises and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:



     1. Agreement. The Employer hereby agrees to provide to Participant the benefits
described in the Plan, pursuant to the terms and conditions set forth in the Plan, a copy of which
has been provided to Participant and is incorporated by reference into this Agreement. The
capitalized terms used in the Plan shall have the same meanings in this Agreement as assigned to
them in the Plan. Participant acknowledges he or she has received a copy of the Plan.



     2. Calculation of Supplemental Pension. For purposes of calculating the Participant’s
Supplemental Pension under Section 5.2(a) of the Plan and other applicable provisions of the Plan,
Covered Employment for the Participant commenced ___________.



     3. Delay in Payment of Supplemental Pension For Certain Participants. If a
Participant who is a “specified employee,” as defined in § 1.409A-1(i) of the Final Regulations
under Code Section 409A, and whose Supplemental Pension would otherwise be paid (the “Original
Payment Date”) before a date which is at least six (6) months following the date of Participant’s
termination of employment that constitutes a “separation from service,” as defined in Code Section
409A and the Final Regulations issued thereunder (“Separation from Service”), the Supplemental
Pension shall be paid to such Participant on the date which is six (6) months following the date of
Participant’s Separation from Service (or, if earlier, the date of death of Participant), provided
such six (6) month delay is required by Code Section 409A. All payments which are delayed as
provided in this paragraph 3 shall accrue interest for the period from the Original Payment Date
until the date such payment is actually made. Said interest shall be equal to the applicable
segment rates as defined in Code Section 417(e)(3)(D), without regard to the phase-in percentages
specified in Code Section 417(e)(3)(D)(iii), for the November preceding the first day of the
calendar year in which Participant retires or otherwise becomes entitled to payments without regard
to this paragraph 3.



1









 





     4. Amendment or Termination of the Plan; Separation from Service or Termination of
Participation Without Cause. The Employer hereby agrees that, if




     (i) the Employer amends or terminates the Plan in such a manner that results in
a decrease in the amount of the benefits to be paid under the Plan to Participant,




     (ii) Participant incurs a Separation from Service by reason of Participant’s
employment being terminated involuntarily by the Employer for any reason other than
for Cause (as defined in subparagraph 4(e) below), or on account of LTD Disability,
or




     (iii) Participant’s participation in the Plan is terminated by the Employer for
any reason other than for Cause prior to Participant’s Separation from Service with
the Employer,


Participant shall have the right to, and the Employer agrees to pay to Participant, any benefits
accrued prior to the effective date of such amendment or termination of the Plan or of such
Participant’s Separation from Service with the Employer or termination of participation in the
Plan. Such benefits shall become payable, however, only upon such an event, in accordance with the
terms of the Plan or any portion thereof as in effect immediately prior to the effective date of
such amendment or termination of the Plan or such Participant’s Separation from Service with the Employer or termination of participation in the Plan, except as otherwise permitted or
required under Code Section 409A and the Treasury regulations issued thereunder. The amount of
benefits that shall be paid under this paragraph 4 shall be calculated as follows:





     (a) In the event the Employer amends the Plan and such amendment results in a decrease
in the amount of the Supplemental Pension, Disability Benefit, or Death Benefits that would
be paid under the Plan but for the amendment thereof, the amount of Participant’s benefit
shall be the sum of:




     (i) The amount derived by multiplying Participant’s benefit calculated
pursuant to the terms of the Plan in effect immediately prior to the
amendment and based upon Participant’s Compensation used to calculate the
appropriate benefit by the following fraction: The numerator is the number
of full years of Covered Employment Participant has prior to the effective
date of the amendment, and the denominator is the total number of full years
of Covered Employment Participant has; however, neither the numerator nor
the denominator shall exceed 10; plus




     (ii) The amount derived by multiplying Participant’s benefit as
calculated pursuant to the terms of the Plan as amended based upon
Participant’s Compensation used to calculate the appropriate benefit by the
following fraction: The numerator is the number of years that Participant
participated in the Pension Plan after the effective date of the amendment
(but this number when added to the numerator of the fraction



2









 







in subparagraph (i) above, shall not exceed 10) and the denominator is the
total number of full years of Covered Employment Participant has (but this
number shall not exceed 10);




provided, however, that if the Plan is so amended prior to Participant being
vested in his retirement benefits under the Pension Plan, Participant’s Supplemental
Pension, Death Benefit or Disability Benefit payable hereunder shall be calculated solely in
accordance with the terms of the Plan as amended; and provided, further,
that, if such amendment occurs upon or after a “Change in Control” (as defined in
subparagraph 5(b) below), Participant’s Supplemental Pension must at least equal the
benefits which would be paid under Section 9.1(c) of the Plan if there was a termination of
the Plan at the time of such amendment.




     (b) In the event the Employer terminates the Plan or any portion thereof and such
termination adversely affects the Disability Benefit or Death Benefits described in the
Plan, Participant’s Disability Benefit and Death Benefits shall be calculated as of the date
of termination of such benefit or the Plan as though the date of such termination was the
date that Participant became disabled or died. Such Disability Benefit and Death Benefits
shall become payable, however, only upon Participant’s disability or death occurring in
accordance with the terms of the Plan or any portion thereof as in effect immediately prior
to the date of its termination, except as otherwise permitted or required under Code Section
409A and the Treasury regulations issued thereunder.




     (c) In the event the Employer terminates the Plan or any portion thereof and such
termination adversely affects Participant’s Supplemental Pension described in the Plan,
Participant’s Supplemental Pension shall be the amount determined in accordance with Section
5.2 of the Plan except that




     (i) It shall be based upon Participant’s Compensation as of the date of
the termination of the Plan;




     (ii) If payment of the Supplemental Pension begins before Participant
has ten full years of Covered Employment, the reduction referred to in
Section 5.2(a)(i) of the Plan shall not apply;




     (iii) If payment of the Supplemental Pension begins before Participant
attains age 62, the reductions referred to in Section 5.2(b) of the Plan
shall not apply; and




     (iv) If Participant is not otherwise vested under the Pension Plan, the
calculation made under Section 5.2(a)(ii) of the Plan shall be made as if he
were so vested.




     (d) If, at any time prior to a “Change in Control” (as defined in subparagraph 5(b)
below), Participant incurs a Separation from Service by reason of Participant’s employment
being terminated involuntarily by the Employer for any reason other than for Cause (as
defined in subparagraph 4(e) below), or on account of LTD Disability, or if



3









 







Participant’s participation in the Plan is terminated by the Employer for any reason
other than for Cause, Participant shall nevertheless be entitled to the benefits under the
Plan that have accrued prior to Participant’s Separation from Service or the termination of
Plan participation, the amount of such benefits to be calculated in the manner set forth in
Section 5.2(c) of the Plan and payable at such time and form as otherwise provided for under
the Plan; provided, however, that Participant’s right to a Supplemental
Pension shall vest only if Participant has been a Participant in the Plan for at least three
years and is vested in his retirement benefits under the Pension Plan as of the date of such
termination.




     (e) As used in this Agreement, “Cause” for Separation from Service shall mean
termination upon




     (i) the willful and continued failure by Participant to substantially
perform his duties with the Employer (other than any such failure resulting
from Participant’s incapacity due to physical or mental illness) after a
written demand for substantial performance is delivered to Participant by
the Employer that specifically identifies the manner in which the Employer
believes that Participant has not substantially performed his duties, or




     (ii) Participant’s willful engagement in conduct that is demonstrably
and materially injurious to the Employer, monetarily or otherwise.




For purposes of this subparagraph, no act, or failure to act, on Participant’s part shall be
deemed “willful” if done, or omitted to be done, by Participant in good faith and with a
reasonable belief that the action or omission was in the best interests of the Employer.
Notwithstanding the foregoing, Participant shall not be deemed to have been terminated for
Cause unless and until there shall have been delivered to Participant a copy of a resolution
duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire
membership of the Board of Directors of the Employer at a meeting of such Board of Directors
called and held for such purpose (after reasonable notice to Participant and an opportunity
for Participant, together with Participant’s counsel, to be heard before the Board of
Directors), finding that in the good faith opinion of the Board of Directors that
Participant was guilty of conduct set forth above in subparagraph (i) or (ii) and specifying
the particulars thereof in detail.



     5. Change in Control.




     (a) Notwithstanding anything expressly or impliedly to the contrary contained in this
Agreement or the Plan, if, at any time during the three (3)-year period immediately
following a Change in Control of the Employer, Participant incurs a Separation from Service
by reason of Participant’s employment being terminated involuntarily by the Employer for any
reason other than for Cause (as defined in subparagraph 4(e) above), or he is demoted or
reassigned to a position that causes him to cease to be an Eligible Employee, for any reason
other than for Cause (as defined in subparagraph 4(e) above),



4









 







Participant shall nevertheless be entitled to receive a Supplemental Pension at such
time as he becomes entitled to receive a benefit under the Plan regardless of whether
Participant has been an Eligible Employee for at least two years or is vested in his
retirement benefits under the Pension Plan at the time of such termination, demotion, or
reassignment. If a Participant’s incurs a Separation from Service by reason of
Participant’s employment being terminated involuntarily by the Employer for any reason other
than for Cause, or his participation in the Plan is terminated by the Employer for any
reason other than for Cause, prior to a Change in Control (whether or not a Change in
Control ever occurs) and such Separation from Service or termination either (i) was at the
request or direction of a person who has entered into an agreement with the Employer, the
consummation of which would constitute a Change in Control, or (ii) was otherwise in
connection with or in anticipation of a Change in Control (whether or not a Change in
Control ever occurs), then such Participant’s Separation from Service or termination of
participation shall be deemed to have followed a Change in Control of the Employer. Such
Supplemental Pension shall be calculated in the same manner as set forth in subparagraph
4(c) above for benefits payable in the event of a termination of the Plan.




(b) (i) As used in this Agreement, except as provided herein, a “Change in
Control” of the Employer occurs upon a change in the Employer’s ownership,
its effective control or the ownership of a substantial portion of its
assets, as follows:




     (A) Change in Ownership. A change in ownership of the
Employer occurs on the date that any “Person” (as defined in
subparagraph (ii) below), other than (1) the Employer or any of its
subsidiaries, (2) a trustee or other fiduciary holding securities
under an employee benefit plan of the Employer or any of its
Affiliates, (3) an underwriter temporarily holding stock pursuant to
an offering of such stock, or (4) a corporation owned, directly or
indirectly, by the shareholders of the Employer in substantially the
same proportions as their ownership of the Employer’s stock,
acquires ownership of the Employer’s stock that, together with stock
held by such Person, constitutes more than 50% of the total fair
market value or total voting power of the Employer’s stock.
However, if any Person is considered to own already more than 50% of
the total fair market value or total voting power of the Employer’s
stock, the acquisition of additional stock by the same Person is not
considered to be a Change of Control. In addition, if any Person
has effective control of the Employer through ownership of 30% or
more of the total voting power of the Employer’s stock, as discussed
in subparagraph (i)(B) below, the acquisition of additional control
of the Employer by the same Person is not considered to cause a
Change in Control pursuant to this subparagraph (i)(A); or




     (B) Change in Effective Control. Even though the
Employer may not have undergone a change in ownership under



5









 







subparagraph (i)(A) above, a change in the effective control of
the Employer occurs on either of the following dates:




     (1) the date that any Person acquires (or has acquired
during the 12-month period ending on the date of the most
recent acquisition by such Person) ownership of the
Employer’s stock possessing 30 percent or more of the total
voting power of the Employer’s stock. However, if any Person
owns 30% or more of the total voting power of the Employer’s
stock, the acquisition of additional control of the Employer
by the same Person is not considered to cause a Change in
Control pursuant to this subparagraph (i)(B)(1); or




     (2) the date during any 12-month period when a majority
of members of the Board is replaced by directors whose
appointment or election is not endorsed by a majority of the
Board before the date of the appointment or election;
provided, however, that any such director shall not be
considered to be endorsed by the Board if his or her initial
assumption of office occurs as a result of an actual or
threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board; or




     (C) Change in Ownership of Substantial Portion of
Assets. A change in the ownership of a substantial portion of
the Employer’s assets occurs on the date that a Person acquires (or
has acquired during the 12-month period ending on the date of the
most recent acquisition by such Person) assets of the Employer, that
have a total gross fair market value equal to at least 40% of the
total gross fair market value of all of the Employer’s assets
immediately before such acquisition or acquisitions. However, there
is no Change in Control when there is such a transfer to an entity
that is controlled by the shareholders of the Employer immediately
after the transfer, through a transfer to (1) a shareholder of the
Employer (immediately before the asset transfer) in exchange for or
with respect to the Employer’s stock; (2) an entity, at least 50% of
the total value or voting power of the stock of which is owned,
directly or indirectly, by the Employer; (3) a Person that owns
directly or indirectly, at least 50% of the total value or voting
power of the Employer’s outstanding stock; or (4) an entity, at
least 50% of the total value or voting power of the stock of which
is owned by a Person that owns, directly or indirectly, at least 50%
of the total value or voting power of the Employer’s outstanding
stock.



6









 






     (ii) For purposes of subparagraph (i) above:




     (A) “Person” shall have the meaning given in Section 7701(a)(1)
of the Code. Person shall include more than one Person acting as a
group as defined by the Final Treasury Regulations issued under
Section 409A of the Code.




     (B) “Affiliate” shall have the meaning set forth in Rule 12b-2
promulgated under Section 12 of the Securities Exchange Act of 1934,
as amended.




     (iii) The provisions of this subparagraph 5(b) shall be interpreted in
accordance with the requirements of the Final Treasury Regulations under
Code Section 409A, it being the intent of the parties that this subparagraph
5(b) shall be in compliance with the requirements of said Code Section and
said Regulations.



     6. Limitations. Except as otherwise provided in paragraph 5 of this Agreement,
Participant agrees that nothing in this Agreement or the Plan shall entitle him, or be deemed to
entitle him, to receive a Supplemental Pension under the Plan if:




     (a) he has not met the requirements for a Supplemental Pension as set forth in the
Plan,




     (b) his employment with the Employer is terminated prior to his reaching the age of
eligibility for the immediate commencement of his Pension Plan benefit due to resignation,
or




     (c) his employment with the Employer or participation in the Plan is terminated for
Cause (as defined in subparagraph 4(e) above).



     7. Amendment or Termination. No amendment or termination of the Plan by the Employer
shall constitute an amendment or termination of this Agreement. This Agreement may be amended or
modified only by the written agreement of the parties hereto, and will terminate only upon the
occurrence of the earlier of the following events: (a) the execution of a written agreement to
terminate this Agreement signed by all of the parties hereto, (b) the satisfaction of all of the
Employer’s obligations to Participant under the Plan and this Agreement, (c) the termination by
Participant of Participant’s employment with the Employer by resignation effective prior to
Participant being eligible to Retire, or (d) the termination for Cause of Participant’s employment
with the Employer. Notwithstanding any of the terms and conditions of this Participation
Agreement or Section 9.1 of the Plan to the contrary, the Board of Directors reserves the right, in
its sole discretion, to amend the Plan and/or this Participation Agreement in any manner it deems
necessary or desirable in order to comply with or otherwise address issues resulting from Code
Section 409A.



     8. Funding. Immediately upon a Change in Control, the Employer shall contribute to a
trust or other funding arrangement an amount necessary to fund 100% of the then-present



7









 




value of all Supplemental Pension benefits (vested and unvested) payable under this Agreement
and/or the Plan to Participant, regardless of whether Participant is then eligible to Retire or to
receive an unreduced Supplemental Pension. The amount required to be funded by this paragraph 8
shall be calculated in accordance with paragraph 9 hereof. The Employer shall review the funding
status of the trust or other funding arrangement established under this paragraph 8 on an annual
basis and shall make contributions thereto as may be required to maintain the value of the assets
thereof at no less than 100% of the then-present value of all such Supplemental Pension benefits.




     9. Calculation of Funding Obligations. The Employer shall calculate its funding
obligations under this Agreement and the Plan solely by using the actuarial assumptions and
methodology set forth in Exhibit C to the Plan. Upon and after a Change in Control of the Employer
which occurs at a time when Participant is an Eligible Employee, the actuarial assumptions and
methodology set forth in Exhibit C may be changed with respect to Participant or, if applicable,
his Beneficiary, only with Participant’s, or, if applicable, his Beneficiary’s, written consent.



     10. Confidential Information.




     (a) Participant shall not disclose or use at any time, either during employment or
thereafter, any Confidential Information (as defined below) of which Participant is or
becomes aware, whether or not such information is developed by him, except to the extent
that such disclosure or use is directly related to and required by Participant’s performance
in good faith of duties assigned to Participant by the Employer. Participant will take all
appropriate steps to safeguard Confidential Information and to protect it against
disclosure, misuse, espionage, loss and theft. Participant shall deliver to the Employer at
the termination of employment or at any time the Employer may request all memoranda, notes,
plans, records, reports, computer tapes and software and other documents and data (and
copies thereof, including electronic copies) relating to the Confidential Information, work
product or the business of the Employer or any of its Subsidiaries which he may then possess
or have under his control.




     (b) As used in this Agreement, the term “Confidential Information” means information
that is not generally known to the public and that is used, developed or obtained by the
Employer in connection with its business, including but not limited to (i) information,
observations and data obtained by Participant while employed by the Employer and its
predecessors (including information, observations and data obtained prior to the date of
this Agreement), concerning the business or affairs of the Employer, (ii) products or
services, (iii) fees, costs and pricing structures, (iv) designs, (v) analyses, (vi)
drawings, photographs and reports, (vii) computer software, including operating systems,
applications and program listings, (viii) flow charts, manuals and documentation, (ix) data
bases, (x) accounting and business methods, (xi) inventions, devices, new developments,
methods and processes, whether patentable or unpatentable and whether or not reduced to
practice, (xii) customers and clients and customer or client lists (including names of
contact persons, purchasing patterns or preferences, past purchase and sale history and
other information), (xiii) other copyrightable works, (xiv) all production methods,
processes, technology and trade secrets, (xv) business strategies,



8









 







acquisition plans and candidates, financial or other performance data and personnel
lists and data, and (xvi) all similar and related information in whatever form.
Confidential Information will not include any information that has been published in a form
generally available to the public, or has become otherwise generally known by the public (in
each case, through no fault of Participant) prior to the date Participant proposes to
disclose or use such information. Participant shall not disclose Confidential Information
unless it is required to be disclosed by law, regulation or an order of a court or other
governmental entity. In the event that an action is initiated pursuant to which
Participant may become legally compelled to disclose all or any portion of the Confidential
Information, he shall provide the Employer with prompt notice thereof, so that the Employer
may seek a protective order or other appropriate remedy. In the event that such protective
order or other remedy is not obtained, Participant shall furnish only that portion of the
Confidential Information which is legally required and shall exercise his best efforts to
obtain reliable assurances that confidential treatment will be afforded such portion of the
Confidential Information. Confidential Information will not be deemed to have been published
merely because individual portions of the information have been separately published, but
only if all material features comprising such information have been published in
combination.



     11. Annual Statements. As soon as practicable after the end of each Plan Year, the
Employer shall deliver to Participant or, if applicable, his Beneficiary, a statement containing
(a) the present value of the Employer’s future benefit obligations to Participant, or, if
applicable, his Beneficiary; (b) the actuarial assumptions used to calculate the present value of
the Employer’s future benefit obligations under the Plan; and (c) the aggregate current value of
the assets, if any, held in a trust or other funding arrangement which are sufficient to fund 100%
of the then-present value of the accrued Supplemental Pension for any Participant, Retired
Participant, or Beneficiary for whom benefits are paid in the form of an annuity and for whom
assets are required to be held in trust.



     12. No Guarantee of Employment. Nothing contained in this Agreement shall be
construed as a contract of employment between the Employer and Participant, or as a right of
Participant to be continued in the employment of the Employer, or as a limitation of the right of
the Employer to discharge Participant with or without cause.



     13. Legal Fees and Expenses. The Employer agrees to pay any and all legal fees and
expenses incurred by Participant in seeking to obtain or enforce any right or benefit provided by
this Agreement.



     14. Capitalized Terms. Each capitalized term used in this Agreement that is not
otherwise defined herein shall have the same meaning attributed to it in the Plan.



     15. Agreement Binding on Successors to the Employer. Any successor to the Employer
hereunder, which successor continues or acquires any of the business of the Employer, shall be
bound by the terms of this Agreement in the same manner and to the same extent as the Employer.



9









 





     16. Prior Agreements Superseded. The terms of this Agreement supersede the terms of
all prior Participation Agreements between Participant and the Employer.



     17. Governing Law. This Agreement shall be construed and enforced in accordance with
the laws of the State of Texas.



     IN WITNESS WHEREOF, the parties hereto have executed this Participation Agreement as of the
date first written above.



	 	 	 	 	 	 	 

	PARTICIPANT:	 	ATMOS ENERGY CORPORATION:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 


	 	 	 	 

	 	 











10









 








EXHIBIT B




ATMOS ENERGY CORPORATION



SUMMARY OF ACTUARIAL ASSUMPTIONS

FOR DETERMINING

LUMP SUM DISTRIBUTIONS

AND

OPTIONAL ANNUITY FORMS



Actuarial assumptions for determining lump sums:




	 	 	 	 	 	 	 

	 

	 	(i)
	 	Interest:
	 	The applicable segment rates as defined in Code Section 417(e)(3)(D)
for the November (from and after January 1, 2010, September) preceding the first day of
the calendar year in which the lump sum is paid and without regard to the phase-in
percentages specified in Code Section 417(e)(3)(D)(iii).
	 
	 	 	 	 	 	 
	 

	 	(ii)
	 	Mortality:
	 	The applicable mortality table as defined in Code Section 417(e)(3),
and amended by the Pension Protection Act.





Actuarial assumptions for conversion of a life annuity to an optional form of payment other than a
lump sum:




	 	 	 	 	 	 	 

	 

	 	(i)
	 	Interest:
	 	6.0% per year.
	 
	 	 	 	 	 	 
	 

	 	(ii)
	 	Mortality:
	 	1983 Unisex Group Annuity Mortality (50% 1983 Group Annuity
Mortality for males, 50% 1983 Group Annuity Mortality for females).











1









 








EXHIBIT C




ATMOS ENERGY CORPORATION



SUMMARY OF ACTUARIAL ASSUMPTIONS AND METHODS

FOR

DETERMINING SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN TRUST

ANNUAL FUNDING LIABILITIES



Actuarial Assumptions




	 	 	 

	Discount Rate
	 	8%
	 
	 	 
	Mortality
	 	 
	Prior to Age 62
	 	None
	After Age 62
	 	Code Section 417(e)(3)

	 
	 	Applicable Mortality Table*
	 
	 	 
	Salary Scale
	 	0%
	 
	 	 
	Benefit Percentage
	 	60%








 




			
	*	 	The table prescribed in Rev. Rul. 2001-62, or such other mortality table which in the future may
be specified from time to time as the applicable mortality table for purposes of Code Section
417(e)(3).





Method for Determining Liabilities



The liability determined is the present value as of the valuation date of the projected age 62
Supplemental Executive Retirement Plan benefit. The projected age 62 benefit is based on
Supplemental Executive Retirement Plan compensation determined as the sum of (1) and (2) as
follows:





	 	(1)	 	The greater of (A) Participant’s annual base salary at the date of his
termination of employment, or (B) the average of the Participant’s annual base salary
for the highest three (3) calendar years (whether or not consecutive) of the
Participant’s employment with the Employer.
	 
	 	(2)	 	The greater of (A) the Participant’s last Performance Award or (B) the average
of the highest three (3) Performance Awards (whether or not consecutive).





          The qualified plan offset is the projected age 62 qualified plan benefit with no salary scale
or wage base projections.





1