exv4wxky



 





Exhibit 4(k)




AMENDMENT NO. TEN

TO THE

ATMOS ENERGY CORPORATION

RETIREMENT SAVINGS PLAN AND TRUST

EFFECTIVE JANUARY 1, 1999




     WHEREAS, ATMOS ENERGY CORPORATION (the “Company”) has heretofore amended
and restated the Atmos Energy Corporation Retirement Savings Plan and Trust
Effective January 1, 1999 (the “Plan”), and has thereafter, from time to time
amended the Plan; and



     WHEREAS, the Company desires to amend the Plan in order (i) to reflect the
merger of the Mississippi Valley Gas Company Savings Plan (“MVG Non-Union
Plan”) with and into the Plan, effective as of May 1, 2003, (ii) to reflect the
transfer of assets and liabilities to the Plan from the Mississippi Valley Gas
Company Savings Plan for Union Employees (renamed the Atmos Energy Corporation
Savings Plan for MVG Union Employees) (“MVG Union Plan”), effective from and
after October 1, 2003, (iii) to reflect certain changes in the in-service
withdrawal provisions of the Plan, and (iv) to conform certain provisions to
changes previously made to the Plan.



     NOW, THEREFORE, pursuant to Section 10.01 of the Plan, Atmos Energy
Corporation does hereby amend the Plan, effective as of the dates herein after
provided, as follows:



     1. Section 2.01(o) is amended, effective as of May 1, 2003, by adding the
following at the end of the second sentence of said Section:




, and amounts transferred from the MVG Non-Union Plan (as
defined in section 3.08 hereof) that are attributable to an
MVG Participant’s matching contribution account under the
MVG Non-Union Plan as provided for in Section 3.08 hereof.



     2. Section 2.01(o) is amended further, effective as of October 1, 2003, by
adding the following at the end of the second sentence of said Section:




, and amounts transferred from the MVG Union Plan (as
defined in section 4.07(a) hereof) that are attributable to
the applicable Participant’s matching contribution account
under the MVG Union Plan as provided for in Section 4.07
hereof.



     3. Section 2.01(hh) is amended, effective as of May 1, 2003, by adding the
following sentence at the end of said Section:



 









 






Said account shall also include amounts transferred from
the MVG Non-Union Plan that are attributable to an MVG
Participant’s deferred income account under the MVG
Non-Union Plan as provided for in Section 3.08 hereof.



     4. Section 2.01(hh) is amended further, effective as of October 1, 2003,
by adding the following at the end of the last sentence at the end of said
Section:




, and amounts transferred from the MVG Union Plan that are
attributable to the applicable Participant’s deferred
income account under the MVG Union Plan as provided for in
Section 4.07 hereof.



     5. Section 2.01(ll) is amended, effective as of March 1, 2002, by striking
the second sentence of said Section and substituting in lieu thereof the
following:




The same provisions applicable to the Retirement Savings
Committee specified in Sections 8.02 and 8.07 hereof shall
apply to, respectively, the appointment of the members of
the Trust Committee and the procedures to be adopted by the
Trust Committee for the conduct of its affairs.



     6. Article III is amended, effective as of May 1, 2003, by adding the
following new Section 3.08 as follows:



     3.08 Special Rules for MVG Participants




	 	(a)	 	The account balances of participants
(the “MVG Participants”) in the Mississippi Valley Gas
Company Savings Plan (the “MVG Non-Union Plan”) which
are transferred into the Plan effective as of May 1,
2003, shall be held, administered, and distributed as
part of the Plan as follows:





	 	(1)	 	All amounts transferred
from the MVG Non-Union Plan that are
attributable to an MVG Participant’s deferred
income account under the MVG Non-Union Plan
shall be held in the Salary Reduction
Contribution Account established for such MVG
Participant under the Plan;
	 
	 	(2)	 	All amounts transferred
from the MVG Non-Union Plan that are
attributable to an MVG Participant’s matching
contribution account under the MVG Non-Union
Plan shall be held in a subaccount of the
Employer Contribution Account established for
such Employee under the Plan. The MVG
Participant shall be 100% vested in said
subaccount and all amounts




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contained therein may be invested as soon as
administratively possible in accordance with
the procedures established by the Committee
and communicated in writing to the MVG
Participants.




	 	(b)	 	All outstanding loans under the MVG
Non-Union Plan of the MVG Employees who are MVG
Participants shall be transferred in kind to the Plan
and shall be maintained and administered under Section
7.06 in accordance with the terms of said loans as in
effect at the time of said transfer.
	 
	 	(c)	 	The amounts transferred from the MVG
Non-Union Plan that are attributable to forfeitures of
account balances under that Plan and to the suspense
account containing unallocated contributions to that
Plan shall be used to reduce Safe Harbor Matching
Contributions under the Plan.




     7. Article IV is amended, effective as of October 1, 2003, by adding a new
Section 4.07 at the end of said Article as follows:



     4.07 Transfers from the MVG Union Plan.



     Notwithstanding any provisions of Section 4.05 to the contrary:




	 	(a)	 	Effective as of October 1, 2003,
any Participant in the Plan who is an Employee
eligible to remain an active participant in the
Plan as of October 1, 2003 and who has account
balances under the Atmos Energy Corporation Savings
Plan for MVG Union Employees (the “MVG Union Plan”)
may elect to have said account balances transferred
from the MVG Union Plan to this Plan as of October
1, 2003. Said election shall be within the time
limits and in accordance with the procedures
established by the Committee and communicated to
said Participants in writing.
	 
	 	(b)	 	After October 1, 2003, any
Employee who becomes a Participant in this Plan and
who has account balances under the MVG Union Plan
may elect, within 60 days of the date on which such
Employee becomes a Participant in this Plan, to
have transferred from the MVG Union Plan to this
Plan said account balances. Said election shall be
in accordance with the procedures established by
the Committee and communicated to said Participants
in writing.
	 
	 	(c)	 	Amounts transferred pursuant to
paragraph (a) or (b) above (i) that are
attributable to a deferred income account under the
MVG Union Plan shall be held in the Salary
Reduction




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Contribution Account established under
the Plan, and (ii) that are attributable to a
matching contribution account under the MVG Union
Plan shall be held in a subaccount of the Employer
Contribution Account established under the Plan,
and said subaccount shall be 100% vested upon such
transfer.




	 	(d)	 	Any amounts transferred to this
Plan pursuant to paragraphs (a) or (b) above shall
be invested in the funds to which the Participant
has directed the investment of his Salary Reduction
Contributions, or if no such direction has been
given, then in the Diversified Fund which
constitutes a balanced fund of equity and fixed
income. Notwithstanding the foregoing provisions
of this subsection (d), any outstanding loan under
the MVG Union Plan of a Participant who elects a
transfer as provided for in this Section 4.07
shall be transferred in kind to the Plan and shall
be maintained and administered under Section 7.06
in accordance with the terms of said loans as in
effect at the time of said transfer.
	 
	 	(e)	 	If an Employee who is a
Participant in this Plan (including Participants
for whom a transfer of account balances pursuant to
this Section 4.07 previously has occurred)
thereafter ceases to be an Employee eligible to
remain an active participant in this Plan and such
Participant becomes eligible to participate in the
MVG Union Plan, such Participant may not elect to
transfer all of his account balances in this Plan
to the MVG Union Plan.




     8. Section 6.04 is amended, effective as of May 1, 2003, by adding the
following new subsection (g) at the end of said section:




	 	(g)	 	Special Distribution Rules for MVG Participants.





	 	(1)	 	Notwithstanding the preceding provisions
of this Section 6.04, MVG Participants with account
balances transferred from the MVG Non-Union Plan
pursuant to Section 3.08 may elect, in addition to the
lump sum distribution option, to receive distribution
of their benefits by payment of the amount in single
sums, on the dates and in the amounts selected by the
Participant (subject to a minimum for any single
distribution of one hundred dollars ($100.00). This
provision shall not be construed to allow automatic
installment distributions.
	 
	 	(2)	 	If the Participant’s interest is to be
distributed in other than a lump sum, the following
minimum distribution rules shall apply on or after the
Required Beginning Date:




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(a) If a Participant’s benefit is to be distributed
over (i) a period not extending beyond the life
expectancy of the Participant or the joint life and
last survivor expectancy of the Participant and the
Participant’s designated beneficiary or (ii) a
period not extending beyond the life expectancy of
the designated Beneficiary, the amount required to
be distributed for each calendar year, beginning
with distributions for the first Distribution
Calendar Year, must at least equal the quotient
obtained by dividing the Participant’s benefit by
the Applicable Life Expectancy.




(b) The amount to be distributed each year,
beginning with distributions for the first
Distribution Calendar Year shall not be less than
the quotient obtained by dividing the Participant’s
benefit by the lesser of (i) the Applicable Life
Expectancy or (ii) if the Participant’s spouse is
not the designated Beneficiary, the applicable
divisor determined from the table set forth in Q&A-4
of Section 1.401(a)(9)-2 of the Proposed
Regulations. Distributions after the death of the
Participant shall be distributed using the
Applicable Life Expectancy in paragraph (a) above as
the relevant divisor without regard to Proposed
Regulations Section 1.401(a)(9)-2.




(c) The minimum distribution required for the
Participant’s first Distribution Calendar Year must
be made on or before the Participant’s Required
Beginning Date. The minimum distribution for other
calendar years, including the minimum distribution
for the Distribution Calendar Year in which the
Employee’s Required Beginning Date occurs, must be
made on or before December 31 of that Distribution
Calendar Year.




(d) If a Participant dies after distribution of his
or her benefit under the Plan has commenced, the
remaining portion of such benefit will continue to
be distributed at least as rapidly as under the
method of distribution being used prior to the
Participant’s death.




(e) For purposes of this Section 6.04(g), payments
will be calculated by use of the return multiples
specified in Treasury Regulation Section 1.72-9.
Life expectancy of a Participant, or
his surviving spouse, or both, may be recalculated
annually; provided, however, that if such
Participant or his surviving spouse do not elect to
have his or her life expectancy recalculated, it
shall not be recalculated; provided further, in the
case of any other designated Beneficiary, such



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life
expectancy shall be calculated at the time payment
first commences without further recalculation.




(f) For purposes of this Section 6.04(g), the
following terms shall have the following meanings:




“Applicable Life Expectancy” means the life
expectancy (or joint and last survivor expectancy)
calculated using the attained age of the Participant
(or designated Beneficiary) as of the Participant’s
(or designated Beneficiary’s) birthday in the
applicable calendar year reduced by one for each
calendar year which has elapsed since the date life
expectancy was first calculated. If life expectancy
is being recalculated, the Applicable Life
Expectancy shall be the life expectancy as so
recalculated. The applicable calendar year shall be
the first Distribution Calendar Year, and if life
expectancy is being recalculated such succeeding
calendar year.




“Distribution Calendar Year” shall mean a calendar
year for which a minimum distribution is required.
For distributions beginning before the Participant’s
death, the first Distribution Calendar Year is the
calendar year immediately preceding the calendar
year which contains the Participant’s Required
Beginning Date.




“Participant’s Benefit” shall mean the Account as of
the last Valuation Date in the calendar year
immediately preceding the Distribution Calendar Year
(the “Valuation Calendar Year”) increased by the
amount of any contributions or forfeitures allocated
to the Account as of dates in the Valuation Calendar
Year after the Valuation Date and decreased by
distributions made in the Valuation Calendar Year
after the Valuation Date; provided, however, that if
any portion of the minimum distribution for the
first Distribution Calendar Year is made in the
second Distribution Calendar Year on or before the
Required Beginning Date, the amount of the minimum
distribution made in the second Distribution
Calendar Year shall be treated as if it had been
made in the immediately preceding Distribution
Calendar Year.



     9. Section 6.06(b) is amended, effective as of December 1, 2003, by
striking said section and substituting in lieu thereof the following:




	 	(b)	 	From Employer Contribution Account. On
any January 1, a Participant may elect to withdraw any
amount allocated to his Employer Contribution Account,
but with respect to the amounts in such Account, other
than amounts attributable to




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rollover contributions,
such withdrawal is permitted only to the extent that
such amounts were allocated and paid to such Account
under this Plan or the Prior Plan at least two (2)
years prior to withdrawal. A Participant may withdraw
any amount allocated to his Employer Contribution
Account at any time if such Participant properly
demonstrates a financial hardship as described in
Section 6.06(a)(1) hereof, or after the Participant
attains age 59-1/2. A Participant shall not cease to
be a Participant under the Plan solely because a
distribution is made to such Participant pursuant to
this Section 6.06(b). Withdrawal elections shall be
made by the Participant on written forms provided by
the Committee for that purpose.



     10. Section 7.02(a) is amended, effective as of January 1, 2003, by
striking the third sentence of said section and substituting in lieu thereof
the following:




Accordingly, and subject to the provisions of subsections
(i) and (k) of this Section and Sections 7.04 and 7.05
hereof, the Trustee shall invest the ESOP portion of the
Trust Fund in Company Stock.



     11. Section 7.05(a) is amended, effective as of January 1, 2003, by
striking said section and substituting in lieu thereof the following:




(a) In General. Notwithstanding the preceding provisions
of this Article VII, a Participant or Beneficiary shall
have the right, in accordance with the provisions of this
Section 7.05, to direct the Trustee as to the investment of
(i) his Salary Reduction Contribution Account, (ii) any
rollover contributions, any amounts in his United Cities
Plan employer matching contribution subaccount pursuant to
Section 3.05(b)(2) hereof other than amounts attributable
to United Cities Plan additional matching contributions
(the “United Cities Plan Matching Subaccount”), and any
amounts in his SEC Plan rollover contribution subaccount
and SEC Plan employer matching contribution subaccount
pursuant to Section 3.06(b)(3) and Section 3.06(b)(4)
hereof (the “SEC Plan Rollover and Matching Subaccounts”)
held in his Employer Contribution Account, and (iii) any
amounts in his Employee Contribution Account attributable
to SEC Plan after-tax contributions pursuant to Section
3.06(b)(2) hereof (the “SEC Plan Employee Contribution
Account”) either in the ESOP portion of the Plan, or in the
Non-ESOP portion of the Plan which consists of various
investment media comprising a Diversified Fund. In
addition, a Participant or Beneficiary shall have the
right, as of any Valuation Date, in accordance with the
provisions of this Section 7.05, to direct the Trustee to
reinvest, in the Non-ESOP portion of the Plan, any amount
invested in Company Stock in the ESOP portion of the Plan.
Such investment directions shall be made in accordance with
procedures established by the Committee and the



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requirements of Department of Labor Regulations §
2550.404c-1(b)(2)(i)(A), or any successor thereto. Should
a Participant or Beneficiary fail to provide the Trustee
with the investment directions described herein as to any
Salary Reduction Contribution or rollover contribution or
amounts in his United Cities Plan Matching Subaccount,
amounts in his SEC Plan Rollover and Matching Subaccounts,
if any, and amounts in his SEC Plan Employee Contribution
Account, if any, such contribution or amount shall be
invested in the Diversified Fund which constitutes a
balanced fund of equity and fixed income, as selected by
the Trustee. The Trustee may decline to implement
instructions by a Participant or Beneficiary which (i)
would result in a prohibited transaction described in Code
Section 4975 or ERISA Section 406 and which would generate
income that would be taxable to the Plan, or (ii) are
described in Department of Labor Regulations §
2550.404c-1(d)(2)(ii), or any successor thereto.



     12. Section 7.05(a) is amended further, effective as of May 1, 2003, by
striking said section and substituting in lieu thereof the following:




	 	(a)	 	In General. Notwithstanding the preceding provisions
of this Article VII, a Participant or Beneficiary shall have
the right, in accordance with the provisions of this Section
7.05, to direct the Trustee as to the investment of (i) his
Salary Reduction Contribution Account, (ii) any rollover
contributions, any amounts in his United Cities Plan employer
matching contribution subaccount pursuant to Section
3.05(b)(2) hereof other than amounts attributable to United
Cities Plan additional matching contributions (the “United
Cities Plan Matching Subaccount”), any amounts in his SEC
Plan rollover contribution subaccount and SEC Plan employer
matching contribution subaccount pursuant to Section
3.06(b)(3) and Section 3.06(b)(4) hereof (the “SEC Plan
Rollover and Matching Subaccounts”), and any amounts in his
MVG Non-Union Plan subaccount pursuant to Section 3.08(a)(2)
(the “MVG Plan Matching Subaccount”) held in his Employer
Contribution Account, and (iii) any amounts in his Employee
Contribution Account attributable to SEC Plan after-tax
contributions pursuant to Section 3.06(b)(2) hereof (the “SEC
Plan Employee Contribution Account”) either in the ESOP
portion of the Plan, or in the Non-ESOP portion of the Plan
which consists of various investment media comprising a
Diversified Fund. In addition, a Participant or Beneficiary
shall have the right, as of any Valuation Date, in
accordance with the provisions of this Section 7.05, to
direct the Trustee to reinvest, in the Non-ESOP portion of
the Plan, any amount invested in Company Stock in the ESOP
portion of the Plan. Such investment directions shall be
made in accordance with procedures established by the
Committee and the requirements of Department of Labor
Regulations § 2550.404c-




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1(b)(2)(i)(A), or any successor
thereto. Should a Participant or Beneficiary fail to
provide the Trustee with the investment directions
described herein as to any Salary Reduction Contribution or
rollover contribution or amounts in his United Cities Plan
Matching Subaccount, amounts in his SEC Plan Rollover and
Matching Subaccounts, if any, amounts in his MVG Plan
Matching Subaccount, if any, and amounts in his SEC Plan
Employee Contribution Account, if any, such contribution or
amount shall be invested in the Diversified Fund which
constitutes a balanced fund of equity and fixed income, as
selected by the Trustee. The Trustee may decline to
implement instructions by a Participant or Beneficiary
which (i) would result in a prohibited transaction
described in Code Section 4975 or ERISA Section 406 and
which would generate income that would be taxable to the
Plan, or (ii) are described in Department of Labor
Regulations § 2550.404c-1(d)(2)(ii), or any successor
thereto.



     13. Section 7.05(a) is amended further, effective as of October 1, 2003,
by striking said section and substituting in lieu thereof the following:




(a) In General. Notwithstanding the preceding provisions
of this Article VII, a Participant or Beneficiary shall
have the right, in accordance with the provisions of this
Section 7.05, to direct the Trustee as to the investment of
(i) his Salary Reduction Contribution Account, (ii) any
rollover contributions, any amounts in his United Cities
Plan employer matching contribution subaccount pursuant to
Section 3.05(b)(2) hereof other than amounts attributable
to United Cities Plan additional matching contributions
(the “United Cities Plan Matching Subaccount”), any amounts
in his SEC Plan rollover contribution subaccount and SEC
Plan employer matching contribution subaccount pursuant to
Section 3.06(b)(3) and Section 3.06(b)(4) hereof (the “SEC
Plan Rollover and Matching Subaccounts”), and any amounts
in his MVG Non-Union Plan subaccount pursuant to Section
3.08(a)(2) and/or his MVG Union Plan subaccount pursuant to
Section 4.07(c) (the “MVG Plan Matching Subaccounts”) held
in his Employer Contribution Account, and (iii) any amounts
in his Employee Contribution Account attributable to SEC
Plan after-tax contributions pursuant to Section 3.06(b)(2)
hereof (the “SEC Plan Employee Contribution Account”)
either in the ESOP portion of the Plan, or in the Non-ESOP
portion of the Plan which consists of various
investment media comprising a Diversified Fund. In
addition, a Participant or Beneficiary shall have the
right, as of any Valuation Date, in accordance with the
provisions of this Section 7.05, to direct the Trustee to
reinvest, in the Non-ESOP portion of the Plan, any amount
invested in Company Stock in the ESOP portion of the Plan.
Such investment directions shall be made in accordance with
procedures established by the Committee and the
requirements of Department of Labor Regulations



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§ 2550.404c-1(b)(2)(i)(A), or any successor thereto. Should
a Participant or Beneficiary fail to provide the Trustee
with the investment directions described herein as to any
Salary Reduction Contribution or rollover contribution or
amounts in his United Cities Plan Matching Subaccount,
amounts in his SEC Plan Rollover and Matching Subaccounts,
if any, amounts in his MVG Plan Matching Subaccounts, if
any, and amounts in his SEC Plan Employee Contribution
Account, if any, such contribution or amount shall be
invested in the Diversified Fund which constitutes a
balanced fund of equity and fixed income, as selected by
the Trustee. The Trustee may decline to implement
instructions by a Participant or Beneficiary which (i)
would result in a prohibited transaction described in Code
Section 4975 or ERISA Section 406 and which would generate
income that would be taxable to the Plan, or (ii) are
described in Department of Labor Regulations §
2550.404c-1(d)(2)(ii), or any successor thereto.



     14. Section 7.05(c) is amended effective as of January 1, 2003, by
striking the second sentence of said Section.



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     IN WITNESS WHEREOF, the Company has caused this AMENDMENT NO. TEN TO THE
ATMOS ENERGY CORPORATION RETIREMENT SAVINGS PLAN AND TRUST EFFECTIVE JANUARY 1,
1999 to be executed in its name on its behalf effective as of the dates set
forth herein.

	 	 	 	 	 
	 	ATMOS ENERGY CORPORATION

 	 
	 	By:  	/s/ ROBERT W. BEST
 	 
	 	 	Robert W. Best 	 
	 	 	Chairman, President and Chief Executive
Officer 	 
	 





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