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Exhibit 10.8(a)




ATMOS ENERGY CORPORATION




SUPPLEMENTAL EXECUTIVE BENEFITS PLAN



Amended and Restated in its Entirety: August 7, 2007





 









 








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
	 	 	9	 
	 

	 	Section 2.3.
	 	Governing Law
	 	 	9	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE III	 	Eligibility and Participation	 	 	9	 
	 

	 	Section 3.1.
	 	Employees Eligible to Participate
	 	 	9	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE IV	 	Assets Used for Benefits	 	 	9	 
	 

	 	Section 4.1.
	 	Amounts Provided by the Employer
	 	 	9	 
	 

	 	Section 4.2.
	 	Funding
	 	 	10	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE V	 	Supplemental Pension Benefits	 	 	11	 
	 

	 	Section 5.1.
	 	Eligibility for Supplemental Pension
	 	 	11	 
	 

	 	Section 5.2.
	 	Amount of Supplemental Pension
	 	 	12	 
	 

	 	Section 5.3.
	 	Form of Payment of Supplemental Pension
	 	 	13	 
	 

	 	Section 5.4.
	 	Commencement of Supplemental Pension
	 	 	16	 
	 

	 	Section 5.5.
	 	Supplemental Pensions After a Change in Control
	 	 	18	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE VI	 	Disability Benefits	 	 	20	 
	 

	 	Section 6.1.
	 	Eligibility For Disability Benefit
	 	 	20	 
	 

	 	Section 6.2.
	 	Amount of Disability Benefit
	 	 	20	 
	 

	 	Section 6.3.
	 	Payment of Disability Benefit
	 	 	20	 
	 

	 	Section 6.4.
	 	Payment of Supplemental Pension to Disabled Participants
	 	 	20	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE VII	 	Death Benefits	 	 	21	 
	 

	 	Section 7.1.
	 	Eligibility For Death Benefit
	 	 	21	 
	 

	 	Section 7.2.
	 	Amount of Death Benefit
	 	 	22	 
	 

	 	Section 7.3.
	 	Form of Payment of Death Benefits
	 	 	24	 
	 

	 	Section 7.4.
	 	Commencement of Death Benefits
	 	 	25	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE VIII	 	Administration	 	 	26	 
	 

	 	Section 8.1.
	 	Plan Administration
	 	 	26	 
	 

	 	Section 8.2.
	 	Powers of Plan Administrator
	 	 	26	 
	 

	 	Section 8.3.
	 	Calculation of Funding Obligations
	 	 	26	 
	 

	 	Section 8.4.
	 	Annual Statements
	 	 	27	 






 









 






	 	 	 	 	 	 	 	 	 
	Article	 	 	 	 	 	Page	 
	ARTICLE IX	 	Miscellaneous Provisions	 	 	27	 
	 

	 	Section 9.1.
	 	Amendment or Termination of the Plan
	 	 	27	 
	 

	 	Section 9.2.
	 	Nonguarantee of Employment
	 	 	30	 
	 

	 	Section 9.3.
	 	Nonalienation of Benefits
	 	 	30	 
	 

	 	Section 9.4.
	 	Liability
	 	 	30	 
	 

	 	Section 9.5.
	 	Participation Agreement
	 	 	31	 
	 

	 	Section 9.6.
	 	Successors to the Employer
	 	 	31	 
	 

	 	Section 9.7.
	 	Tax Withholding
	 	 	31	 






	 	 	 
	Exhibit A-1

	 	Participation Agreement [For Participants who commenced
participation in the Plan prior to November 13, 1996]
	 
	 	 
	Exhibit A-2

	 	Participation Agreement [For all Participants who commenced
participation in the Plan on and after November 13, 1996]
	 
	 	 
	Exhibit B

	 	Minimum Benefit Schedule
	 
	 	 
	Exhibit C

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

	 	Summary of Actuarial Assumptions and Methods for Determining
Annual SEBP Trust Funding Liabilities







 











 





ARTICLE I




Purpose and Effective Date




     Section 1.1. Purpose: The purpose of this Plan is to provide supplemental
retirement income, death and disability benefits to certain executive employees of Atmos Energy
Corporation. This 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 initially became effective on October
1, 1987, was amended and restated as of November 11, 1992, was amended as of November 8, 1995, was
amended as of May 8, 1996, was amended and restated as of November 13, 1996, was amended and
restated as of May 14, 1997, was amended and restated as of August 12, 1998, and has been amended
and restated as of August 7, 2007. The Plan shall apply generally to any participant in the Prior
Plan (as defined below) who did not terminate employment prior to August 7, 2007. Except as
otherwise provided herein, any participant in the Prior Plan who terminated employment prior to
August 7, 2007, shall be entitled to those benefits, if any, provided by the Prior Plan, as
modified to comply with the requirements of Code Section 409A and the guidance issued thereunder as
then in effect.



ARTICLE II




Definitions and Construction




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



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



     (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 subparagraph, 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) For periods prior to November 13, 1996, the occurrence of any of the
following:




     (A) Any “person” (as defined in subparagraph (ii) below), other than a
trustee or other fiduciary holding securities under an employee benefit plan
of the Employer, is or becomes the “beneficial owner” (as defined in
subparagraph (ii) below), directly or indirectly, of securities of the
Employer representing 33-1/3% or more of the combined voting power of the
Employer’s then outstanding securities.




     (B) During any period of two consecutive years (the “Period”),
individuals who at the beginning of the Period constitute the Board of



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Directors of the Employer and any “new director” (as defined in
subparagraph (ii) below) cease for any reason to constitute a majority of
the Board of Directors.




     (C) The shareholders of the Employer approve a merger or consolidation
of the Employer with any other corporation, except if:




     (1) the merger or consolidation would result in the voting
securities of the Employer outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) at least
60% of the combined voting power of the voting securities of the
Employer or such surviving entity outstanding immediately after such
merger or consolidation; or




     (2) the merger or consolidation occurs in connection with the
approval by the shareholders of the Employer of a plan of complete
liquidation of the Employer or an agreement for the sale or
disposition by the Employer of all or substantially all the
Employer’s assets.




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




     (A) “Person” shall have the meaning provided in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).




     (B) “Beneficial owner” shall have the meaning provided in Rule 13d-3
under the Exchange Act.




     (C) “New director” shall mean an individual whose election by the
Employer’s Board of Directors or nomination for election by the Employer’s
shareholders was approved by a vote of at least 2/3’s of the directors then
still in office who either were directors at the beginning of the Period or
whose election or nomination for election was previously so approved.
However, “new director” shall not include a director designated by a person
who has entered into an agreement with the Employer to effect a transaction
described in subparagraphs (i)(A) or (B) above.




     (iii) For periods from and after November 13, 1996, 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:



3









 






     (A) Change in Ownership. A change in ownership of the Employer
occurs on the date that any “Person” (as defined in subparagraph (iv)
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 (iii)(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 (iii)(A); or




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



4









 






     (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.




     (iv) For purposes of subparagraph (iii) 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.




     (v) 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.



5









 






     (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).



     (g) Covered Employment: The total period of employment with the Employer.



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



     (k) Eligible Employee: An employee who is a Participant in the Plan on August 12,
1998. From and after August 12, 1998, no employee who is not a Participant in the Plan on August
12, 1998 shall be or become an Eligible Employee. From and after January 1, 1999, any Participant
who elected in writing to cease his participation in the Plan and to become an eligible employee
under the Atmos Energy Corporation Performance-Based Supplemental Executive Benefits Plan as of
January 1, 1999 shall no longer be an Eligible Employee (and shall cease to be a Participant).



     (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.




     (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



6









 







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 this Plan, executed in the form attached hereto as Exhibit A-1 in the
case of Participants who commenced participation in the Plan prior to November 13, 1996 and Exhibit
A-2 in the case of all other Participants in the Plan, 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 Benefits 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.



     (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 Benefits Plan as
in effect at any time prior to the Effective Date and, where applicable, operated in accordance
with the interim guidance issued under Code Section 409A.



7









 





     (y) Retired Participant: A Participant under this 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 (i) prior to January 1, 1999, has reached the age when he is
eligible for the immediate commencement of those benefits from the Pension Plan, or (ii) from and
after January 1, 1999, 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 pension benefit provided under this Plan,
which benefit is calculated in this 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)(iv)(B)
	 
	 	 
	“Beneficial Owner”

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

	 	subparagraph 7.2(a)(iii)
	 
	 	 
	“Exchange Act”

	 	subparagraph 2.1(d)(ii)(A)
	 
	 	 
	“Lump Sum Death Benefit”

	 	subparagraph 7.2(a)(i)
	 
	 	 
	“Merger”

	 	subparagraph 2.1(d)(iii)(D)
	 
	 	 
	“Monthly Death Benefit”

	 	subparagraph 7.2(a)(ii)
	 
	 	 
	“New director”

	 	subparagraph 2.1(d)(ii)(C)
	 
	 	 
	“Original Payment Date”

	 	subparagraph 5.4(c)
	 
	 	 
	“Period”

	 	subparagraph 2.1(d)(i)(B)
	 
	 	 
	“Person”

	 	subparagraph 2.1(d)(ii)(A);

subparagraph 2.1(d)(iv)
	 
	 	 
	“Specified Employee”

	 	subparagraph 5.4(c)






8









 






	 	 	 
	“United Cities”

	 	subparagraph 2.1(d)(iii)(D)






     Section 2.2. Construction: The masculine gender, whenever appearing in this
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: This 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 August 7, 2007, shall remain a participant in the Prior
Plan; each Participant who is an Eligible Employee on August 7, 2007, shall remain a Participant
and shall continue to participate in this Plan. Any Participant who ceases being an Eligible
Employee during his employment with the Employer shall immediately cease active participation in
this 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 this
Plan shall constitute general obligations of the Employer in accordance with the terms of this
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 this Plan. Any such trust or other funding



9









 







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: Not later than the time each Participant who elected to
receive his Supplemental Pension in the form of a monthly annuity provided for in Section 5.3(a),
(b) or (d) Retires or becomes eligible to receive an unreduced Supplemental Pension under this
Plan, whichever occurs first, the Employer shall contribute to a trust or other funding arrangement
an amount necessary to fund 100% of the then-present value of such Participant’s accrued
Supplemental Pension. The amount required to be funded by this Section 4.2 shall be calculated in
accordance with Section 8.3 hereof. Each Participant who elected to receive his Supplemental
Pension in a lump sum payment shall not, except as provided below, have any amount contributed to a
trust or other funding arrangement on his behalf pursuant to this Section 4.2. Notwithstanding the
foregoing, 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



10









 







to Retire or to receive an unreduced Supplemental Pension
and regardless of the form in which such Supplemental Pension is to be paid. 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. For purposes of this Section 4.2
only, notwithstanding the foregoing, no actions or events related to the Merger, including
shareholder approval of the Merger or the consummation of the Merger, shall constitute a Change in
Control of the Employer that requires the Employer to make any contributions pursuant to this
Section 4.2.



ARTICLE V




Supplemental Pension Benefits




     Section 5.1. Eligibility for Supplemental Pension:



     (a) Upon Retirement. Except as otherwise provided elsewhere in this Plan or in a
Participation Agreement, a Participant who has been an Eligible Employee for at least two years and
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 this Plan, so long as he is
vested in his retirement benefits under the Pension Plan at the time of his Involuntary
Termination and has been an Eligible Employee for at least two years prior to the Involuntary
Termination.



     (c) Upon Voluntary Termination Prior to a Change in Control or Termination For Cause.
Except as otherwise provided in Section 5.5(a)(i)(B), a Participant who voluntarily



11









 







resigns from
employment with the Employer prior to being eligible for Retirement and prior to a Change in
Control 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.



     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 who has been an
Eligible Employee for at least two years shall, unless reduced as provided in subparagraph (b)
below, and based on the form of payment specified in Section 5.3(a) or (b), depending on the
marital status of the Participant at Retirement, equal (i) minus (ii) as follows:




     (i) One-twelfth (1/12th) of seventy-five percent (75%) of the
Participant’s Compensation, reduced if the Participant has fewer than ten (10) full
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;


provided, however, in no event shall the combined annual payment from this Plan and the Pension
Plan to any Participant listed on the Minimum Benefit Schedule attached to this Plan as Exhibit B
be less than the minimum Annual Amount for such Participant listed on the Minimum Benefit Schedule.




     (b) Reduction for Early Commencement of Supplemental Pensions. If a Participant’s
Supplemental Pension commences, without regard to Section 5.4(c), before the Participant



12









 







attains
age 62, the amount determined under subparagraph (a)(i) above shall, unless otherwise provided in
Exhibit B or in a Participation Agreement, be reduced for each year (or fraction thereof, based on
full months) that such date of commencement precedes age 62. Such reduction shall be 2% per year
for the first two years (or fractional years thereof, based on full months) that such date of
commencement precedes age 62, and 4% per year for the next five 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.



     Section 5.3. Form of Payment of Supplemental Pension:



     (a) Married Participants. Except as otherwise provided in the Participant’s
Participation Agreement or in subparagraph (c) or (d) below, if the Participant is married when his
Supplemental Pension commences or is scheduled to commence pursuant to Section 5.4(a),
without regard to Section 5.4(c), it shall be paid in the form of a joint and 50% survivor
annuity, with the Participant’s spouse, on the date payment commences or is scheduled to commence
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 scheduled to commence and
the date the Supplemental Pension actually commences, such Participant shall be treated as
unmarried for purposes of this subparagraph (a).



13









 





     (b) Unmarried Participants. Except as otherwise provided in the Participant’s
Participation Agreement or in subparagraph (c) or (d) below, if the Participant is not married when
his Supplemental Pension commences or is scheduled to commence pursuant to Section 5.4(a), without
regard to Section 5.4(c), it shall be paid in the form of 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 commence and the date the Supplemental Pension actually commences, such Participant
shall be treated as married for purposes of this subparagraph (b).



     (c) 2007 Transition Election for Certain Participants. Notwithstanding any provisions
of the Plan to the contrary, each Participant who has not incurred a Separation from Service and is
still an Eligible Employee on October 3, 2007 shall be given an election to change his or her form
of payment from the form set forth in subparagraph (a) or (b) above, as the case may be, to a lump
sum payment equal to the actuarial equivalent lump sum value of the Supplemental Pension provided
for in subparagraph (a) or (b) above, or to one of the actuarial equivalent alternative annuity
forms provided for in subparagraph (d) below. 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 C hereto. Any election pursuant to this subparagraph (c) shall not permit
benefits scheduled to



14









 







be paid in 2007 to be deferred beyond 2007 and shall not permit benefits
scheduled to be paid after 2007 to be accelerated and paid in 2007. Any election pursuant to this
subparagraph (c) may be changed at any time on and after January 1, 2008 and prior to December 31,
2008, so long as any such election does not permit benefits scheduled to
be paid in 2008 to be
deferred beyond 2008 and does not permit benefits scheduled to be paid after 2008 to be accelerated
and paid in 2008. Elections pursuant to this subparagraph (c) shall be made in accordance with the
transition relief regarding changing the time and form of payment on or before December 31, 2008,
provided for in the interim guidance issued under Code Section 409A.



     (d) Change in Annuity Form of Supplemental Pension. Any Participant who has elected,
pursuant to subparagraph (c) above, to receive his Supplemental Pension in an annuity form provided
for in subparagraph (a) or (b) above or this subparagraph (d) may elect, by submitting a completed
election form to the Plan Administrator, or a committee which may be established pursuant to
Section 8.1, at least 30 days prior to the date payments under the elected annuity form are to
commence or are scheduled to commence pursuant to Section 5.4(a) without regard to Section 5.4(c),
to convert the elected annuity form into any of the following actuarially equivalent annuity forms
which are otherwise permissible, or the annuity form provided for in subparagraph (a) or (b) above,
as applicable:




     (i) Life Annuity, with a monthly amount payable for the life of the
Participant;




     (ii) Joint and Survivor Annuity, with a monthly amount payable for the
life of the Participant, and an amount payable upon the Participant’s death to the
Participant’s surviving spouse which is equal to 100%, 75% or 66.67% of the
monthly amount which was payable to the Participant;




     (iii) Life Annuity with Guaranteed Payment Period, with a monthly
amount payable for the life of the Participant, and if the Participant dies before
either 60 or 120 (as selected by the Participant) monthly payments are made, the
remaining monthly payments for the selected period will be paid to the Participant’s
surviving spouse or other designated Beneficiary.


If no election pursuant to this subparagraph (d) is on file when benefits commence or are scheduled
to commence pursuant to Section 5.4, without regard to Section 5.4(c) below for a


15









 






Participant for
whom this subparagraph (d) applies, benefits will be paid in the form applicable under subparagraph
(a) or (b) above, as the case may be. The actuarial equivalents provided for in this Section 5.3
will be determined on the basis of the actuarial assumptions used for determining actuarial
equivalent optional forms of annuities as set forth in Exhibit C hereto.




     Section 5.4. Commencement of Supplemental Pension:



     (a) Upon Retirement.




     (i) Except as otherwise provided in subparagraph (c) below, the Supplemental
Pension of a Participant, other than a Participant to whom Section 5.3(b) applies,
who Retires prior to January 1, 2009, shall be paid or commence at the time he
begins receiving retirement benefits from the Pension Plan. However, (A) if a
Participant who made the election in 2007 to receive a lump sum payment in
accordance with Section 5.3(c) hereof becomes entitled to receive a lump sum payment
in 2007, such lump sum cannot be paid prior to January 1, 2008, and except as
otherwise provided in subparagraph (c) below, such Participant shall receive the
monthly Supplemental Pension annuity payments otherwise provided for in Section
5.3(a) or (b), as the case may be, until January 1, 2008, at which time a lump sum
payment of the actuarial equivalent lump sum value of the remaining monthly annuity
payments shall be paid to such Participant on or prior to January 15, 2008, and (B)
if a Participant who changed his 2007 election in 2008 (1) to receive a lump sum
payment in accordance with Section 5.3(c) hereof in lieu of the monthly Supplemental
Pension annuity payments provided for in Section 5.3(a), (b) or (d), as the case may
be, which such Participant elected in 2007, and such Participant becomes entitled to
receive a lump sum payment in 2008, such lump sum cannot be paid prior to January 1,
2009, and except as otherwise provided in subparagraph (c) below, such Participant
shall receive the
monthly Supplemental Pension annuity payments otherwise elected in 2007 until
January 1, 2009, at which time a lump sum payment of the actuarial equivalent lump
sum value of the remaining monthly annuity payments shall be paid to such
Participant on or prior to January 15, 2009, or (2) to receive monthly annuity
payments in lieu of a lump sum payment which such Participant elected in 2007, and
such Participant becomes entitled to receive benefits under this Plan in 2008, such
2008 election shall not be valid, and such Participant shall receive the lump sum
payment elected in 2007.




     (ii) Except as otherwise provided in subparagraph (c) below, the Supplemental
Pension of a Participant who Retires on or after January 1, 2009, shall be paid or
commence on the first day of the month following the month in which such Participant
Retires.



16









 





     (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 or commence at the later of (i) the
first day of the month following the month in which such Participant incurs a Separation from
Service with the Employer, or (ii) the first day of the month following the month in which such
Participant attains age 55.



     (c) Six Months Delay in Payment. Notwithstanding the foregoing provisions of this
Section 5.4, Section 5.5(c) and Section 9.1(c), from and after January 1, 2009, 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 or commence (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 or commence 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 monthly annuity payments which are
delayed for six (6) months shall be paid in a lump sum on the date specified in this
subparagraph (c) for commencement of such payments. All lump sum or monthly annuity payments which
are delayed as provided in this subparagraph (c) shall accrue interest for the period from the
Original Payment Date (or, in the case of the monthly annuity payments the first day of the month
in which such payment was to be made) 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



17









 







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
this Plan, a Participant shall be entitled to a Supplemental Pension, regardless of whether he has
been an Eligible Employee for at least two years or 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;




     (B) if the Change in Control occurred prior to November 13, 1996,
either (I) voluntarily by the Participant, or (II) involuntarily by the
Employer for any reason other than for Cause; or




     (C) if the Change in Control occurred on or after November 13, 1996,
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 the case of any employee of the Employer who becomes an Eligible Employee on or after May 14,
1997, other than any such employee who became an Eligible Employee in accordance with the Agreement
and Plan of Reorganization, dated as of July 19, 1996, between the Employer and United Cities Gas
Company, in order for the provisions of this Section 5.5 to apply, the involuntary Separation from
Service referred to in subparagraph (i)(C) above or the termination of participation referred to in
subparagraph (ii) above must occur within three (3) years after the Change in Control.





18









 








     From and after May 14, 1997, for purposes of this Section 5.5, 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.



     (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 or commence on the later of (i) the first day of the month following the month in which he
incurs a Separation from Service, or (ii) the first day of the month following the month in which
such Participant attains age 55.




19












 





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.



     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 or to commence on the first day of the month following the month
in which such Participant attains age 65, regardless of whether the Participant has been an
Eligible Employee for at least two years. 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).



20









 







Upon commencement 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
or to commence 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) 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 this Plan.



     (b) He Retires but dies before the commencement 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 this Plan, but dies before the commencement of his Supplemental Pension.



21









 





     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 as follows:




     (i) If such Participant was entitled to receive his Supplemental
Pension in a form provided for in Section 5.3(a), (b) or (d), a Death
Benefit will be paid to the Beneficiary who is so entitled at the time of
his death. If such Participant Retires either (A) prior to January 1, 2009,
or (B) on or after January 1, 2009 and the six months delay provision of
Section 5.4(c) does not apply, such Death Benefit shall be paid in the
amount that would have been applicable had the Participant’s Supplemental
Pension commenced in the month of his death. If such Participant Retires on
or after January 1, 2009 and the six months delay provision of Section
5.4(c) applies, such Death Benefit shall consist of the following: (C) a
lump sum payment will be paid to the Beneficiary entitled to receive the
Death Benefit pursuant to Section 7.3(a) below in an amount equal to the sum
of the monthly annuity payments which would have been payable to the
Participant for the months between the month in which his Supplemental
Pension would have commenced without regard to Section 5.4(c) and the month
in which he died, plus interest through the date of his death as provided
for in Section 5.4(c), and (D) the monthly survivor benefit will be paid to
the Beneficiary who would have been so entitled on the basis of the form of
payment that would have applied to him pursuant to Section 5.3(a), (b) or
(d) had the Participant’s Supplemental Pension commenced in the month of his
death.



22









 






     (ii) If such Participant was entitled to receive his Supplemental
Pension in the form of a lump sum payment, 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 and in the amount determined as follows:




     (A) If such Participant was entitled to receive his
Supplemental Pension in the form provided for in Section 5.3(a), (b)
or (d), such Death Benefit shall be paid in the form applicable
under Section 5.3(a) or (b), based on his marital status at the time
of his death, to the Beneficiary who would have been so entitled at
the time of his death on the basis of that form, and in the amount
that would have been applicable 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, 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.




     (B) If such Participant was entitled to receive his
Supplemental Pension in the form of a lump sum payment, such Death
Benefit shall be paid as provided in Section 7.3(a) in a lump sum
amount equal to the actuarial equivalent lump sum value of the
survivor benefit that would have been paid under the form applicable
under Section 5.3(a) or (b) 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, 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.



23









 






     (ii) In the case of a Participant who dies after reaching age 55, a
Death Benefit will be paid to the Beneficiary in the amount provided for in
Section 7.2(b) above.




     (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 C 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)(i)(C), the Death Benefit provided
for in Section 7.2(b)(ii) and the Death Benefit provided for in Section 7.2(c)(i)(B) 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 or the guaranteed monthly payments for the selected period under the annuity
form described in Sections 5.3(b) and 5.3(d)(iii), 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 (other than the guaranteed monthly payments for the selected period under the
annuity form described in Sections 5.3(b) and 5.3(d)(iii)) 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.



     (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



24









 







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 commence as of the
first day of the month next following the Participant’s death.



25









 





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 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 D hereto. In its discretion, at any time prior to a Change in Control of the
Employer, the Employer may amend Exhibit D 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 D 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. For purposes of this Section 8.3



26









 







only, and notwithstanding
the foregoing, no actions or events related to the Merger, including shareholder approval of the
Merger or the consummation of the Merger, shall constitute a Change in Control of the Employer that
requires any consent be obtained pursuant to this Section 8.3.



     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 current value of the assets, if any, held in a trust or
other funding arrangement for the benefit of the Participant, Retired Participant, or Beneficiary.



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.



27









 





     (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 this 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 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 shall not for any purposes be treated as



28









 







resulting
in a decrease in the Supplemental Pension, Death Benefit or Disability Benefit otherwise payable
under this 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 whether or not such
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 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 or commence on the later of (i) the first
day of the month following the month in which such Participant incurs a Separation
from Service, or (ii) the first day of the month following the month in which such
Participant attains 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.



29









 





     (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 this 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 this Plan shall not, without the Plan Administrator’s consent, be subject in
any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge,
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



30









 







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 this 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.



     IN WITNESS WHEREOF, and as conclusive evidence of its adoption of this Amended and Restated
Supplemental Executive Benefits Plan, the Employer has caused this Plan to be duly executed on this
10th day of September, 2008, to be effective as of the date set forth in Section 1.2
above.



	 	 	 	 	 
	 	ATMOS ENERGY CORPORATION

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

Chief Executive Officer 	 



31









 






	 	 	 	 	 


[For Participants who commenced participation in the Plan prior to November 13, 1996]




EXHIBIT A-1




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”).



WITNESSETH:




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



     WHEREAS, Participant has been a participant in the Plan since prior to November 13, 1996 and
as a result has certain entitlements under the Plan as in effect prior to such date; and



     WHEREAS, effective as of August 7, 2007 (the “Effective Date”), the Employer amended and
restated the Plan; and



     WHEREAS, the parties desire to enter into a new participation agreement in order for
Participant to continue participation in the amended and restated Plan; 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, including any grandfathered benefits provided to Participant on account of
the Change in Control resulting from the Agreement and Plan of Reorganization, dated as of July 19,
1996, between the Employer and United Cities Gas Company, 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. Delay in Payment of Supplemental Pension For Certain Participants. If Participant
who is a “specified employee,” as defined in § 1.409A-1(i) of the Final Regulations



1









 







under Code Section 409A, and whose Supplemental Pension would otherwise be paid or commence
(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 or commence for 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
monthly annuity payments which are delayed for six months shall be paid in a lump sum on the date
specified in this paragraph 2 for commencement of such payments. All lump sum or monthly annuity
payments which are delayed as provided in this paragraph 2 shall accrue interest for the period
from the Original Payment Date (or, in the case of the monthly annuity payments the first day of
the month in which such payment was to be made) 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 the Participant retires or otherwise
becomes entitled to payments without regard to this paragraph 2.



     3. 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 after May 14, 1997 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 voluntarily by Participant or involuntarily by the
Employer for any reason other than for Cause (as defined in subparagraph 3(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 the 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 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 3 shall be calculated as follows:





     (a) In the event the Employer amends the Plan after May 14, 1997 and such
amendment results in a decrease in the amount of the Supplemental Pension,



2









 







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 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, 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 after
August 7, 2007, 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 after
August 7, 2007, and such termination adversely affects Participant’s Supplemental
Pension described in the Plan, Participant’s Supplemental Pension



3









 







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 Participant incurs a Separation from Service by reason of Participant’s
employment being terminated voluntarily by Participant or involuntarily by the
Employer for any reason other than for Cause (as defined in subparagraph 3(e)
below), or on account of LTD Disability, or if Participant’s participation in the
Plan is terminated by the Employer for any reason other than for Cause, Participant
shall nevertheless be entitled to receive a Supplemental Pension at such time as he
becomes entitled to receive a benefit commencing in accordance with the provisions
of Section 5.5(c) of the Plan, regardless of whether he has been an Eligible
Employee for at least two years or is vested in his retirement benefits under the
Pension Plan. Such Supplemental Pension shall be calculated in the same manner as
set forth in subparagraph 3(c) above for benefits payable in the event of a
termination of the Plan.




     (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.



4









 






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.



     4. Limitations. 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, or




     (b) his employment with the Employer or participation in the Plan is terminated
for Cause (as defined in subparagraph 3(e) above).



     5. 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, or (c) the termination for
Cause of Participant’s employment with the Employer or participation in the Plan. 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.



     6. Funding.




     (a) Not later than the time each Participant who elected to receive his
Supplemental Pension in the form of a monthly annuity provided for in Section
5.3(a), (b) or (d) of the Plan Retires or becomes eligible to receive an unreduced
Supplemental Pension under the Plan, whichever occurs first, the Employer shall
contribute to a trust or other funding arrangement an amount necessary to fund 100%
of the then-present value of Participant’s accrued Supplemental Pension. Each
Participant who elected or is otherwise entitled to receive his Supplemental



5









 







Pension in a lump sum payment shall not, except as provided below, have any amount
contributed to a trust or other funding arrangement on his behalf pursuant to this
paragraph 6. Notwithstanding the foregoing, 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 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 and regardless of the form in which such
Supplemental Pension is to be paid. The amount required to be funded by this
paragraph 6 shall be calculated in accordance with paragraph 7 hereof. The Employer
shall review the funding status of the trust or other funding arrangement
established under this paragraph 6 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.




(b) (i) As used in this paragraph 6 and paragraph 7, 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



6









 






     (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, 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



7









 







indirectly, at least 50% of the total value or voting power of
the Employer’s outstanding stock.




Notwithstanding the foregoing provisions of this subparagraph (i), no
actions or events related to the Merger, including the consummation of the
Merger, shall constitute a Change in Control of the Employer for any of the
purposes for which a Change in Control as defined under this subparagraph
(i) applies under this Participation Agreement.




     (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 6(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
6(b) shall be in compliance with the requirements of said Code Section and
said Regulations.



     7. 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 D to the Plan. Upon and after a Change in Control of the
Employer, the actuarial assumptions and methodology set forth in Exhibit D may be changed with
respect to Participant or, if applicable, his Beneficiary, only with Participant’s, or, if
applicable, his Beneficiary’s, written consent.



     8. 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



8









 







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, 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.



     9. 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



9









 







future benefit obligations under the Plan; and (c) the current value of the assets, if any, held in
any trust or other funding arrangement for the benefit of Participant, or, if applicable, his
Beneficiary.



     10. 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.



     11. 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.



     12. 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.



     13. 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.



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



     15. 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











 





[For all Participants who commenced participation in the Plan on and after November 13, 1996]




EXHIBIT A-2




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”).



WITNESSETH:




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



     WHEREAS, Participant commenced participation in the Plan on or after November 13, 1996; and



     WHEREAS, effective as of August 7, 2007 (the “Effective Date”), the Employer amended and
restated the Plan; and



     WHEREAS, the parties desire to enter into a new participation agreement in order for
Participant to continue participation in the amended and restated Plan; 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. Delay in Payment of Supplemental Pension For Certain Participants. If Participant
is a “specified employee,” as defined in § 1.409A-1(i) of the Final Regulations under Code Section
409A, whose Supplemental Pension would otherwise be paid or commence (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



1









 







in Code Section 409A and the Final Regulations issued thereunder (“Separation from Service”),
the Supplemental Pension shall be paid or commence for 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
monthly annuity payments which are delayed for six months shall be paid in a lump sum on the date
specified in this paragraph 2 for commencement of such payments. All lump sum or monthly annuity
payments which are delayed as provided in this paragraph 2 shall accrue interest for the period
from the Original Payment Date (or, in the case of the monthly annuity payments the first day of
the month in which such payment was to be made) 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 2.



     3. 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 3(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 3 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:



2









 






     (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 full 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 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 4(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 after
August 7, 2007, 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 after
August 7, 2007, 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



3









 






     (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
4(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 3(e) below), or on account of LTD Disability,
or if 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 an Eligible Employee for at least two 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.



4









 






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.



     4. Change in Control.




     (a) Notwithstanding anything expressly or impliedly to the contrary contained
in this Agreement or the Plan, if, [to be inserted where appropriate: 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 3(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 3(e) above), 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 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 3(c)
above for benefits payable in the event of a termination of the Plan.



5









 






(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
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



6









 






     (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.




     (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 4(b) shall be interpreted in
accordance with the requirements of the Final Treasury



7









 







Regulations under Code Section 409A, it being the intent of the parties
that this subparagraph 4(b) shall be in compliance with the requirements of
said Code Section and said Regulations.



     5. Limitations. Except as otherwise provided in paragraph 4 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 3(e) above).



     6. 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 reaching age 55, unless such resignation occurs after a Change in Control, 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.



     7. Funding. Not later than the time each Participant who elected to receive his
Supplemental Pension in the form of a monthly annuity provided for in Section 5.3(a), (b) or (d) of
the Plan Retires or becomes eligible to receive an unreduced Supplemental Pension under the Plan,
whichever occurs first, the Employer shall contribute to a trust or other funding arrangement an
amount necessary to fund 100% of the then-present value of Participant’s accrued Supplemental
Pension. Each Participant who elected or is otherwise entitled to receive his Supplemental Pension
in a lump sum payment shall not, except as provided below, have any amount contributed to a trust
or other funding arrangement on his behalf pursuant to this paragraph 7. Notwithstanding the
foregoing, 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 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 and regardless of the form in which such Supplemental Pension is to be paid.
The amount required to be funded by



8









 







this paragraph 7 shall be calculated in accordance with paragraph 8 hereof. The Employer shall
review the funding status of the trust or other funding arrangement established under this
paragraph 7 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.



     8. 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 D 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 D may be changed with respect to Participant or, if applicable,
his Beneficiary, only with Participant’s, or, if applicable, his Beneficiary’s, written consent.



     9. 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,



9









 







(xiv) all production methods, processes, technology and trade secrets, (xv)
business strategies, 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.



     10. 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 current value of the assets,
if any, held in any trust or other funding arrangement for the benefit of Participant, or, if
applicable, his Beneficiary.



     11. 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.



     12. 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.



     13. 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.



     14. 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,



10









 







shall be bound by the terms of this Agreement in the same manner and to the same extent as the
Employer.



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



     16. 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:  	 	 
	 	 	 	 	 
	 	 	 	 	 



11









 






	 	 	 	 	 



EXHIBIT B




MINIMUM BENEFIT SCHEDULE





     One twelfth (1/12th) of the Annual Amount set forth below for a Participant is the
minimum total monthly pension amount payable from this Plan and the Pension Plan to the Participant
so long as payment commences no earlier than the specified Earliest Commencement Age. Earlier
commencement will result in reduction under Section 5.2 of this Plan, except in the case of Mr.
Vaughan, whose benefits under this Plan (including the minimum Annual Amount stated below) are
payable upon his retirement at any time after he has reached age fifty-five (55).



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Earliest Commencement
	Participant Name	 	Annual Amount	 	Age
	E. G. Carter
	 	$	84,503	 	 	 	62	 
	J. A. Enloe
	 	 	76,924	 	 	 	62	 
	N. V. Fariss
	 	 	84,060	 	 	 	62	 
	D. E. James
	 	 	104,668	 	 	 	62	 
	W. P. McKee, Jr.
	 	 	79,851	 	 	 	62	 
	H. E. Neel
	 	 	100,259	 	 	 	62	 
	J. F. Purser
	 	 	124,625	 	 	 	62	 
	C. G. Shaffer
	 	 	69,499	 	 	 	62	 
	R. F. Stephens
	 	 	143,028	 	 	 	62	 
	C. K. Vaughan
	 	 	277,103	 	 	 	55	 






1









 






EXHIBIT C




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 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 D




ATMOS ENERGY CORPORATION

SUMMARY OF ACTUARIAL ASSUMPTIONS AND METHODS

FOR

DETERMINING ANNUAL SEBP TRUST

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	 	75%










 




			
	*	 	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 SEBP
benefit. The projected age 62 benefit is based on SEBP compensation determined as the sum of (1)
and (2) as follows:



(1) The greater of (A) the 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