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                                                                    EXHIBIT 4(e)

                               AMENDMENT NO. FIVE
                                     TO THE
                            ATMOS ENERGY CORPORATION
                    EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
                            EFFECTIVE JANUARY 1,2002

         WHEREAS, ATMOS ENERGY CORPORATION (the "Company") has heretofore
amended and restated the Atmos Energy Corporation Employee Stock Ownership Plan
and Trust Effective January 1, 1999 (the "Plan") and thereafter has amended the
Plan from time to time; and

         WHEREAS, pursuant to the provisions of Section 10.01 of the Plan, and
in accordance with the authority delegated to the undersigned by the Board of
Directors of the Company at its meeting on November 7, 2001, the Company desires
to amend the Plan in certain respects as hereinafter provided to reflect certain
provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001
("EGTRRA"). This amendment is intended as good faith compliance with the
requirements of EGTRRA and is to be construed in accordance with EGTRRA and any
guidance issued thereunder.

         NOW, THEREFORE, except as otherwise provided herein, Atmos Energy
Corporation does hereby amend the Plan, effective as of January 1, 2002 as
follows:

         1. Subsection 2.01(i)(2) is amended by substituting "$200,000" for
"$150,000" as it appears in said Subsection.

         2. Subsection 4.01(b) is amended by deleting said Subsection in its
entirety and substituting in lieu thereof the following:

         Each Participant shall be given the option to execute a salary
         reduction agreement with his Employer which provides that the
         Participant agrees to accept a reduction in salary from his Employer
         equal to any percentage of his Compensation (excluding bonuses) per
         payroll, which percentage shall be neither less than one percent (1%)
         nor more than sixty-five percent (65%) of such Participant's
         Compensation (herein, the "Salary Reduction Contributions").

         3. Subsection 4.01(c) is amended by striking the first sentence of said
Subsection in its entirety and substituting in lieu thereof the following:

         (c)  Notwithstanding anything herein to the contrary, for any
              Participant's taxable year, a Participant's Salary Reduction
              Contribution shall not exceed the dollar limitation contained in
              Code Section 402(g) in effect for such taxable year, except to the
              extent permitted under Subsection 4.01(f) and Code Section
              414(v), if applicable.

         4. Section 4.01 is amended by striking the first full paragraph
following Subsection 4.01(c) and substituting in lieu thereof the following:



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         In the event that the total reduction on behalf of any Participant for
         any of his or her taxable years exceeds the dollar limitation provided
         for in Section 4.01(c), such "excess deferrals," together with income
         allocable thereto, shall be distributed to the Participant on whose
         behalf such reduction was made not later than April 15 following the
         close of the Participant's taxable year in which the reduction was
         made, in the manner and to the extent provided under the applicable
         treasury regulations.

         5. Section 4.01 is amended by adding the following new subsection (f)
at the end of said Section:

         (f)     Effective with a Participant's taxable year beginning after
                 December 31, 2001, those Participants who have attained age
                 fifty (50) before the close of the Plan Year ending after
                 December 31, 2001, or before the close of any Plan Year
                 thereafter, shall be eligible to make Salary Reduction
                 Contributions in addition to the Salary Reduction
                 Contributions provided for in Subsection 4.01(b) hereof in
                 accordance with, and subject to the limitations of, Code
                 Section 414(v) ("Catch-Up Salary Reduction Contributions").
                 Such Catch-Up Salary Reduction Contributions shall not be
                 taken into account for purposes of Subsection 4.01(c) (and
                 Code Section 402(g)) and Section 5.03 (and Code Section 415).
                 The Plan shall not be treated as failing to satisfy the
                 provisions of the Plan implementing the requirements of Code
                 Sections 401(k)(3), 401(k)(11), 401(k)(12), and 410(b), or
                 416, as applicable, by reason of making such Catch-up Salary
                 Reduction Contributions.

         6. Subsection 4.05(a) is amended by adding the following after the
first sentence of said Section:

         The qualified plans from which eligible rollover distributions may be
         received pursuant to this paragraph (a) are qualified plans described
         in Code Sections 401(a) or 403(a), annuity contracts described in Code
         Section 403(b) and eligible plans under Code Section 457(b) which are
         maintained by a state, political subdivision of a state, or any agency
         or instrumentality of a state or political subdivision of a state.

         7. Subsection 5.03(a) is amended, effective for Plan Years beginning
after December 31, 2001, by striking the first paragraph of said Subsection in
its entirety and substituting in lieu thereof the following:

         Notwithstanding anything contained herein to the contrary, the total
         Additions made to the Salary Reduction Account, Safeharbor Matching
         Contribution Account and Employer Contribution Account of a Participant
         for any Plan Year shall not exceed the lesser of:



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         (1)     Forty Thousand Dollars ($40,000) (or such higher amount to
                 which such amount shall be adjusted by the Secretary of the
                 Treasury or his delegate pursuant to Code Section 415(d)), or

         (2)     one hundred percent (100%) of the Participant's total
                 compensation for such Plan Year.

         The compensation limit referred to in clause (2) above shall not apply
         to any contribution for medical benefits after separation from service
         (within the meaning of Code Sections 401(h) or 419A(f)(2)) which is
         otherwise treated as an Addition.

         8. Subsection 5.03(a) is amended further by striking the reference to
"$150,000" in clause (v) in the last paragraph of said Subsection and
substituting in lieu thereof, "$200,000."

         9. Subsection 5.04(a)(1) is amended by adding the following to the end
of said Subsection:

         Notwithstanding the foregoing, for purposes of the 60% Test for any
         Plan Year beginning after December 31, 2001, the following shall apply:

         (i)     The present values of accrued benefits and the amounts of
                 account balances of an employee as of the determination date
                 shall be increased by the distributions made with respect to
                 the employee under the Plan and any plan aggregated with the
                 Plan under Code Section 416(g)(2) during the 1-year period
                 ending on such determination date. The preceding sentence shall
                 also apply to distributions under a terminated plan which, had
                 it not been terminated, would have been aggregated with the
                 Plan under Code Section 416(g)(2)(A)(i). In the case of a
                 distribution made for a reason other than separation of
                 service, death or disability, this provision shall be applied
                 by substituting "5-year period" for "1-year period."

         (ii)    The accrued benefits and accounts of any individual who has not
                 performed services for the Employer during the 1-year period
                 ending on the determination date shall not be taken into
                 account.

         10. Subsection 5.04(a)(2)(C) is amended by striking said Subsection in
its entirety and substituting in lieu thereof the following:

         (C)     Key Employee. For purposes of this Section 5.04, a "Key
                 Employee" is any person employed or formerly employed by any
                 Employer or Affiliate (and the beneficiaries of any such
                 person) who is, at any time during the Plan Year that includes
                 the determination date, any one or more of the following:

                 (1)  An officer of an Employer or an Affiliate having annual
                      compensation for the applicable Plan Year greater than


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                      One Hundred Thirty Thousand Dollars ($130,000), as
                      adjusted under Code Section 416(i)(1) for Plan Years
                      beginning after December 31, 2002.

                 (2)  Any person owning (or considered as owning within the
                      meaning of Code Section 318) more than five percent (5%)
                      of the outstanding stock of an Employer or an Affiliate or
                      stock possessing more than five percent (5%) of the total
                      combined voting power of such stock or more than five
                      percent (5%) of the capital or profits interest of an
                      Employer or an Affiliate which is not a corporation.

                 (3)  A person who would be described in Subsection (2) above
                      if "one percent (1%)" were substituted for "five percent
                      (5%)" each place it appears in said Subsection (2), and
                      whose aggregate annual compensation from all Employers or
                      Affiliates is more than One Hundred Fifty Thousand Dollars
                      ($150,000).

                 (4)  Notwithstanding any other provision in this Plan to the
                      contrary, for purposes of determining ownership under
                      this Section 5.04(a)(2)(C), the rules of Code Sections
                      414(b), (c), and (m) shall not apply in defining who is
                      an Employer.

                 The determination of who is a Key Employee hereunder shall be
                 made in accordance with the provisions of Code Section 416(i)
                 (1) and the regulations thereunder.

         11. Subsection 5.04(b) is amended by striking the reference to
"$150,000" in said Subsection and substituting in lieu thereof, "$200,000."

         12. Subsection 5.04(b) is further amended by adding the following
paragraph at the end of said Subsection:

         Effective for Plan Years beginning after December 31, 2001, Safeharbor
         Matching Contributions, if any, shall be taken into account for
         purposes of satisfying the minimum contribution requirements of Code
         Section 416(c)(2) and the requirements of this Section 5.04. The
         preceding sentence shall apply with respect to Safeharbor Matching
         Contributions or, if the Plan provides that the minimum contribution
         requirement shall be met in another plan, matching contributions under
         such other plan. Safeharbor Matching Contributions that are used to
         satisfy the minimum contribution requirements shall be treated as
         Safeharbor Matching Contributions for purposes of the actual
         contribution percentage test and other requirements of Code Section
         401(m).

         13. Section 5.04 is amended by adding the following new Subsection
5.04(e):

         (e)     Inapplicability of Top Heavy Plan Rules. The provisions of this
                 Section 5.04 and Code Section 416 shall not apply in any Plan



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                 Year beginning after December 31, 2001, in which the Plan
                 consists solely of Salary Reduction Contributions which meet
                 the requirements of Code Section 401(k)(12) and Safeharbor
                 Matching Contributions which meet the requirements of Code
                 Section 401(m)(11).

         14. Section 6.03 is amended by adding the following at the end of said
Section:

         Effective with respect to distributions made on or after January 1,
         2002, notwithstanding any other provisions to the contrary,
         distributions under this paragraph are permissible upon a Participant's
         severance of employment, regardless of when such severance of
         employment occurred. However, such distribution shall be subject to the
         other provisions of the Plan regarding distributions, other than the
         provisions that require separation from service before such amounts may
         be distributed.

         15. Subsection 6.04(f)(1) and (2) are amended by striking said
Subsections in their entirety and substituting in lieu thereof the following:

         (1)     "Eligible rollover distribution" means any distribution of all
                 or any portion of the balance to the credit of the distributee,
                 except that an eligible rollover distribution does not include:
                 (i) any distribution that is one of a series of substantially
                 equal periodic payments (not less than annually) made for the
                 life (or life expectancy) of the distributee or the joint lives
                 (or joint life expectancies) of the distributee and the
                 distributee's designated Beneficiary, or for a specified period
                 of ten (10) years or more; (ii) any distribution to the extent
                 such distribution is required under Code Section 401(a)(9);
                 (iii) the portion of any distribution that is not includable in
                 gross income (determined without regard to the exclusion for
                 net unrealized appreciation with respect to employer
                 securities); (iv) for Plan Years beginning on or after January
                 1, 1999, any hardship distribution described in Code Section
                 401(k)(2)(B)(i)(IV), and (v) for distributions made after
                 December 31, 2001, any in-service distribution made on account
                 of hardship, if such hardship distributions are permitted under
                 the Plan. For distributions made after December 31, 2001,
                 after-tax contributions shall not be excluded from the
                 definition of "eligible rollover distribution" pursuant to
                 clause (iii) of the preceding sentence. However, any portion of
                 an eligible rollover distribution attributable to after-tax
                 contributions may be transferred only to an individual
                 retirement account or annuity described in Code Section 408(a)
                 or (b), or to a qualified defined contribution plan describe in
                 Code Sections 401(a) or 403(a) that agrees to separately
                 account for amounts so transferred, including separately
                 accounting for the portion of such distribution which is
                 includible in gross income and the portion of such distribution
                 which is not so includible.


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         (2)     "Eligible retirement plan" means any of the following that
                 accepts the distributee's eligible rollover distribution: An
                 individual retirement account described in Code Section 408(a),
                 an individual retirement annuity described in Code Section
                 408(b), an annuity plan described in Code Section 403(a), a
                 qualified trust described in Code Section 401(a), an annuity
                 contract described in Code Section 403(b), or an eligible plan
                 under Code Section 457(b) which is maintained by a state,
                 political subdivision of a state and which agrees to account
                 separately for amounts transferred into such plan from this
                 Plan. The foregoing definition of an "eligible retirement plan"
                 also shall apply in the case of an eligible rollover
                 distribution to the surviving spouse, or to the spouse or
                 former spouse who is an alternate payee under a Qualified
                 Domestic Relations Order.

         16. Section 6.06(a)(1) is amended by striking the second subparagraph
(b) of said Section and substituting in lieu thereof the following:

                 (b)     the Participant has obtained all distributions, other
                         than hardship distributions, and all nontaxable loans
                         currently available to him under all plans currently
                         maintained by the Employers, including electing to
                         receive all dividends to the extent currently available
                         under section 7.02(i) hereof.

         17. Section 6.06(a)( 1) is further amended by deleting the last
paragraph of said Section and substituting in lieu thereof the following:

                 In the event of any withdrawal by a Participant pursuant to
                 this subsection (1), such withdrawal shall terminate such
                 Participant's Salary Reduction Contributions under Section 4.01
                 and his right to make contributions under all other employee
                 plans maintained by the Employer until (i) in the case of
                 Salary Reduction Contributions withdrawn and distributed
                 hereunder in calendar year 2001, the first day of the first
                 payroll period which commences at least six (6) months
                 following the receipt of such withdrawal or until January 1,
                 2002, if later, and (ii) in the case of Salary Reduction
                 Contributions withdrawn and distributed hereunder after
                 December 31, 2001, the first day of the first payroll period
                 which commences at least six (6) months following the receipt
                 of such withdrawal. Withdrawal elections under this subsection
                 (1) may be made at any time but not more frequently than once
                 each calendar year.

         18. Subsection 7.02(i) is amended by striking said Subsection and
substituting in lieu thereof the following:

         (i)     Subject to the provisions of Section 7.02(k) and Sections 7.04
                 and 7.05 hereof, all dividends, income and other property
                 received by the Trustee shall, to the extent practicable, be
                 converted by the


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                 Trustee into cash and invested in Company Stock, provided,
                 however, that the Board of Directors of the Company may, in its
                 sole discretion and as of the date of declaration of any
                 dividend paid with respect to Company Stock held in the Trust
                 Fund, direct the Trustee (i) to apply such dividend to the
                 repayment of an Exempt Loan, or (ii) at the election of the
                 person then with an account under the Plan, either (A) to
                 distribute such dividend to each person then with an account
                 hereunder in accordance with the ratio of the balance of shares
                 of Company Stock in such person's accounts (as of the date of
                 declaration of such dividend) to such share balance in all such
                 accounts (as of such date of declaration), or (B) to pay such
                 dividend to the Plan to be reinvested in Company Stock for the
                 benefit of such person's accounts.

                 The dividend election provided for in the preceding paragraph
                 may be made at any time during the period beginning on the
                 first business day on or after the dividend record date and
                 ending at the time specified by the Committee on the last
                 business day preceding the dividend payout date. Any dividend
                 election made hereunder shall remain in effect until
                 subsequently changed in accordance with the provisions of this
                 Section. If an individual entitled to make an election
                 hereunder fails to make such an election, and no previous
                 election has been made by such individual, he or she shall be
                 deemed to have elected to have such dividend paid to the Plan
                 to be reinvested in Company Stock for the benefit of such
                 person's accounts.

                 If a currently employed Participant elects to receive payment
                 of a dividend in cash, such payment shall be made either (a)
                 directly to the Participant by his Employer, or (b) directly to
                 the Participant by the Company's stock registrar. To the extent
                 that a dividend is paid to a Participant (or, if applicable,
                 his Beneficiary) who is not actively employed by an Employer,
                 such payment shall be made to the Participant either (a)
                 directly to the Participant by his Employer, or (b) directly to
                 the Participant by the Company's stock registrar.


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           IN WITNESS WHEREOF, the Company has caused this AMENDMENT NO. FIVE TO
THE ATMOS ENERGY CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST EFFECTIVE
JANUARY 1, 1999 to be executed in its name on its behalf this 15th day of April,
2002, effective as of the 31st day of December, 2001.



                                        ATMOS ENERGY CORPORATION


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

ATTEST:


/s/ SHIRLEY A. HINES
------------------------------------



                                        TRUST COMMITTEE

ATTEST:
                                        By: /s/ LAURIE M. SHERWOOD
/s/ SHIRLEY A. HINES                       -------------------------------------
------------------------------------        Laurie M. Sherwood


                                        By: /s/ TOM S. HAWKINS, JR.
                                           -------------------------------------
                                            Tom S. Hawkins, Jr.


                                        By: /s/ RONALD W. MCDOWELL
                                           -------------------------------------
                                            Ronald W. McDowell


                                        By: /s/ WYNN MCGREGOR
                                           -------------------------------------
                                             Wynn McGregor


                                        By: /s/ GORDON J. ROY
                                           -------------------------------------
                                             Gordon J. Roy



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