<PAGE>
                                                                    EXHIBIT 4(f)

                                AMENDMENT NO. SIX

                                     TO THE
                            ATMOS ENERGY CORPORATION
                     EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
                            EFFECTIVE JANUARY 1,1999


         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

         WHEREAS, pursuant to the provisions of Section 10.01 of the Plan, the
Company desires to amend the Plan in certain respects as hereinafter provided.

         NOW, THEREFORE, Atmos Energy Corporation does hereby amend the Plan,
effective as of the day and year hereinafter set forth, except as otherwise
provided herein, as follows:

         1. Article I is amended by striking the last recital of said Article
and substituting in lieu thereof the following:

                 WHEREAS, it is intended that the Plan continue to satisfy the
         requirements of Sections 401(a), 401(k), 501(a) and 4975(e) of the
         Internal Revenue Code of 1986, as amended (the "Code"), and the
         requirements of the Employee Retirement Income Security Act of 1974
         (hereinafter, "ERISA"), including, but not limited to, ERISA Section
         404(c);

         2. Section 2.01(s) is amended by striking said Section and substituting
in lieu thereof the following:

         (s)     FIDUCIARIES: Any person who exercises any discretionary
                 authority or discretionary control respecting the management of
                 the Plan, assets held under the Plan, or disposition of Plan
                 assets; who renders investment advice for a fee or other
                 compensation, direct or indirect, with respect to assets held
                 under the Plan or has any authority or responsibility to do so;
                 or who has any discretionary authority or discretionary
                 responsibility in the administration of the Plan shall be
                 treated as a Fiduciary hereunder. Any person who exercises
                 authority or has responsibility of a fiduciary nature as
                 described above shall be considered a Fiduciary under the Plan.
                 Notwithstanding the foregoing, neither a Participant nor a
                 Beneficiary shall be considered a Fiduciary with respect to the
                 Plan by reason of his exercise of control over the assets held
                 in his individual account pursuant to Section 7.05 hereof. In
                 general the Employers, the Committee, and the Trustee shall be
                 Fiduciaries hereunder, but only with respect to the specific
                 responsibilities of each for Plan and Trust administration, all
                 as described in Section 8.01.


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         3. Section 2.01 (dd) is amended by striking said Section and
substituting in lieu thereof the following:

         (dd)    PLAN: ATMOS ENERGY CORPORATION RETIREMENT SAVINGS PLAN AND
                 TRUST, as set forth in this document and as it may be amended
                 from time to time.

         4. The introductory paragraph to Section 5.04 is amended by striking
said paragraph and substituting in lieu thereof the following:

         The following provisions shall become effective in any Year in which
         either the ESOP portion or the Non-ESOP portion of the Plan is
         determined to be a Top-Heavy Plan:

         5. Section 5.04(a) is amended by striking the introductory sentence of
said Section and substituting in lieu thereof the following:

         The ESOP portion or the Non-ESOP portion of the Plan will be
         considered a Top-Heavy Plan for the Plan Year if as of the last day of
         the preceding Plan Year (the "determination date"):

         6. Section 5.04(a)(1) is amended by striking said Section and
substituting in lieu thereof the following:

         (1)     [1] the value of the sum of the ESOP portion or the Non-ESOP
                 portion (as the case may be) of the Employer Contribution
                 Accounts, Salary Reduction Contribution Accounts, Safe harbor
                 Matching Contribution Accounts, plus Employee Contribution
                 Accounts (but not including any allocations to be made as of
                 such last day of the Plan Year except contributions actually
                 made on or before that date and allocated pursuant to Sections
                 5.02(b) and (c)) of Participants who are Key Employees (as
                 defined below) exceeds 60% of the value of the sum of the ESOP
                 portion or the Non-ESOP portion (as the case may be) of the
                 Employer Contribution Accounts, Salary Reduction Contribution
                 Accounts, Safe harbor Matching Contribution Accounts, plus
                 Employee Contribution Accounts (but not including any
                 allocations to be made as of such last day of the Plan Year
                 except contributions actually made on or before that date and
                 allocated pursuant to Sections 5.02(b) and (c)) of all
                 Participants and their Beneficiaries (the "60% Test"), or [2]
                 the applicable portion of the Plan is part of a required
                 aggregation group (within the meaning of Code Section
                 4l6(g)(2)) and the required aggregation group is top-heavy.
                 However, and notwithstanding the results of the 60% Test, the
                 ESOP portion or the Non-ESOP portion (as the case may be) of
                 the Plan shall not be considered a Top-Heavy Plan for any Plan
                 Year in which the applicable portion of the Plan is a part of a
                 required or permissive aggregation group (within the meaning of
                 Code Section 416(g)(2)) which is not top-heavy. For purposes
                 of the 60% Test for any Plan Year, (i) the value of the


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                 Employer Contribution Accounts, Safe harbor Matching
                 Contribution Accounts, Salary Reduction Contribution Accounts,
                 and Employee Contribution Accounts of individuals who are
                 former Key Employees shall not be taken into account and (ii)
                 the value of the Employer Contribution Accounts, Safe harbor
                 Matching Contribution Accounts, Salary Reduction Contribution
                 Accounts, and Employee Contribution Accounts of individuals who
                 have not performed services for an Employer for the five
                 (5)-year period ending on the determination date shall not be
                 taken into account.

                 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 ESOP portion or the Non-ESOP portion (as the case
                           may be) of the Plan and any plan aggregated with such
                           portion of 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 applicable portion of 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.



         7. Section 5.04(b) is amended by striking the first paragraph of said
Section and substituting in lieu thereof the following:


         (b)      Minimum Allocations. Notwithstanding the provisions of Section
                  5.02(b) and (c), for any Year during which either the ESOP
                  portion of the Plan or the Non-ESOP portion of the Plan is
                  deemed a Top-Heavy Plan, the amount of Employer contribution
                  for the Year to be allocated in the aggregate to the
                  Safeharbor Matching Contribution Account and Employer
                  Contribution Account of each Participant who is not a Key
                  Employee shall not be less than the lesser of (i) three
                  percent (3%) of the Participant's total compensation for the
                  Plan Year or (ii) the Participant's total compensation for the
                  Plan Year multiplied by the highest percentage obtained by
                  dividing the amount of Employer contribution allocated in the
                  aggregate to the Salary Reduction Contribution Account,
                  Safeharbor Matching Contribution Account and the


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                 Employer Contribution Account of any Key Employee for the Year
                 by so much of the total compensation of such Key Employee for
                 the Year as does not exceed $200,000 (as automatically
                 increased in accordance with the applicable treasury
                 regulations); provided, however, that the requirement of this
                 subsection (b) shall not apply to the extent that the minimum
                 allocations set forth herein are made under another defined
                 contribution plan maintained by the Employer, provided,
                 further, that the minimum allocations required herein shall be
                 offset by any minimum benefit provided under a defined benefit
                 plan maintained by an Employer.

         8. Section 5.04(c) is amended by striking said Section and substituting
in lieu thereof the following:

         (c)     Super Top-Heavy Rules. For any Plan Year in which either the
                 ESOP portion of the Plan or the Non-ESOP portion of the Plan is
                 a Top-Heavy Plan, Section 5.04(a) shall be read by substituting
                 the number "90" for the number "60" wherever it appears
                 therein; provided, however, that where the applicable portion
                 of the Plan is not a "Super" Top-Heavy Plan (as defined in Code
                 Section 416(h)(2)(B)), no such substitution shall occur if, for
                 such Plan Year, the minimum allocations determined pursuant to
                 subsection (b) of this Section are determined by reference to
                 4%, in lieu of 3%, of total compensation.

         9. Section 6.04(d) is amended by striking said Section and substituting
in lieu thereof the following:

         (d)      Form of Distribution. Distributions hereunder to Participants,
                  Former Participants or Beneficiaries may be in the form of
                  Company Stock or cash, as determined by the Committee;
                  provided, however, that any such distributee shall have the
                  right to demand that distribution of the ESOP portion of a
                  Participant's account balances (as provided for in Section
                  7.02(a) hereof) be made to him in the form of Company Stock
                  and shall have been given written notification of such right
                  by the Committee prior to the date of any cash distribution to
                  him; provided, further, that fractional shares shall, in all
                  events, be paid in cash. In the event that the Articles of
                  Incorporation or bylaws of the Company are amended to restrict
                  the ownership of substantially all outstanding shares of
                  Company Stock to Employees and/or to the Trust Fund, then
                  distributions hereunder to Participants, Former Participants
                  and Beneficiaries shall, in all events, be in the form of
                  cash. Subject to the provisions of subsection (e) below, a
                  Participants benefits shall in all events be distributed in a
                  lump sum.

                  Unless the Participant elects otherwise, the ESOP portion of a
                  Participant's accounts which consists of Company Stock
                  acquired after 1986 shall be distributed in a form providing
                  no more than substantially equal periodic payments (not less
                  frequently than annually) over a period not longer than the


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                 greater of (i) five (5) years, or (ii) in the case of a
                 Participant whose accounts consisting of Company Stock acquired
                 after 1986 exceed $500,000 (as automatically increased in
                 accordance with the applicable treasury regulations to reflect
                 cost-of-living adjustments), five (5) years, plus an additional
                 one (1) year (up to an additional five (5) years) for each
                 $100,000 (as automatically increased in accordance with
                 treasury regulations to reflect cost-of-living adjustments) or
                 fraction thereof by which the balance exceeds $500,000 (as
                 automatically increased in accordance with the applicable
                 treasury regulations to reflect cost-of-living adjustments).
                 For purposes of this Section 6.04, the ESOP portion of a
                 Participant's accounts shall not include Company Stock acquired
                 with the proceeds of an Exempt Loan until the last day of the
                 Plan Year in which such Exempt Loan is repaid in full.

         10. Section 7.02(a) is amended by striking said Section and
substituting in lieu thereof the following:

         (a)      There are two portions of the Plan: One portion, consisting of
                  all of the Plan's investments at any time and from time to
                  time in Company Stock, is specifically designated as an
                  "employee stock ownership plan" within the meaning of Code
                  Section 4975(e)(7) and is referred to in the Plan as the "ESOP
                  portion"; the other portion, consisting of the Plan's
                  investments at any time and from time to time in any
                  investment other than Company Stock (including, but not
                  limited to investments in any Diversified Fund, as defined in
                  Section 7.05(b) hereof), is referred to in the Plan as the
                  "Non-ESOP portion." If and to the extent a Participant's
                  accounts are invested at any time and from time to time in
                  Company Stock, then that portion of such accounts shall
                  constitute the ESOP portion, and to the extent a Participant's
                  accounts are invested at any time and from time to time in
                  investments other than Company Stock, that portion of such
                  accounts shall constitute the Non-ESOP portion. Accordingly,
                  and subject to the provisions of subsections (i) and (k) of
                  this Section and Section 7.04 hereof the Trustee shall invest
                  the ESOP portion of the Trust Fund in Company Stock. The
                  Trustee may use the funds contributed by an Employer to
                  purchase Company Stock from the Company or from any
                  shareholder of the Company at a price to be determined in
                  accordance with subsection (e) below. Such stock may be
                  treasury stock which has been purchased by the Company or it
                  may be stock which has been authorized but never issued by the
                  Company. The Trustee shall invest the Non-ESOP portion of the
                  Trust Fund in common stocks of other corporations, preferred
                  stocks, bonds, debentures, mortgages, notes, investment trust
                  shares or in any other property, real or personal. The Trustee
                  may invest any part of the Non-ESOP portion of the Trust Fund
                  in a common trust fund maintained by any state or national
                  bank or trust company in Texas or any other state of the
                  United States specifically for investments by qualified
                  employee benefit trusts or in shares of a registered
                  investment company, including, but not limited to mutual
                  funds, provided that such shares constitute securities
                  described in ERISA Section 401(b)(l). The


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                 Trustee shall be obliged only to use good faith and to exercise
                 its honest judgment as to what investments in the Non-ESOP
                 portion of the Plan are from time to time for the best interest
                 of the Trust Fund and those entitled to benefit hereunder.
                 Furthermore, the Trustee may hold any portion of the Trust Fund
                 in cash and uninvested whenever it deems such holding necessary
                 or advisable.

         11. Section 7.02(g) is amended by striking said Section and
substituting in lieu thereof the following:

         (g)      So long as Company Stock is publicly traded, each Participant
                  or Beneficiary in the Plan shall have the right to direct the
                  Trustee as to the manner in which voting rights with respect
                  to any such Company Stock allocated to his accounts are to be
                  exercised and, to the extent that such Company Stock is
                  attributable to the Participant's investment direction under
                  Section 7.05(a) hereof, shall have the right ("tender rights")
                  to instruct the Trustee whether or not to tender, exchange,
                  sell or otherwise dispose of Company Stock in the event of a
                  tender offer, exchange offer or other offer for Company Stock
                  ("Offer"). If Company Stock is not, or ceases to be, publicly
                  traded, then normally the Trustee will have the right to vote
                  all of such Stock then held by the Trustee hereof, provided,
                  however, that each Participant or Beneficiary in the Plan
                  shall be entitled to direct the Trustee as to the manner in
                  which the voting rights under any Company Stock which is
                  allocated to his accounts are to be exercised with respect to
                  any corporate merger or consolidation, recapitalization,
                  reclassification, liquidation, dissolution, sale of
                  substantially all of an Employer's assets or such similar
                  transaction as the Secretary of the Treasury may prescribe in
                  regulations, provided, further, that effective for votes after
                  October 22, 1986, each such Participant or Beneficiary shall
                  be entitled to cast one vote on a given transaction described
                  above, and the Trustee shall be required to vote the Company
                  Stock allocated to such accounts in proportion to the results
                  of the votes cast on the transaction by the Participants or
                  Beneficiaries. Whenever a Participant or Beneficiary has
                  voting rights or tender rights hereunder, the Trustee shall
                  give written notice of such impending vote or Offer as soon as
                  practicable after receiving notice thereof, which notice shall
                  explain the matter to be decided or the Offer and provide each
                  Participant or Beneficiary with a ballot to indicate his vote
                  on such matter or a form for exercising his tender right, as
                  the case may be. If any Participant or Beneficiary fails to
                  notify the Trustee in writing of the manner in which such
                  Participant or Beneficiary desires for his vote or tender
                  rights to be exercised, then the Trustee shall exercise the
                  voting or tender rights with respect to such stock in
                  accordance with its best judgment, taking into account
                  instructions from the Committee. Any Company Stock which has
                  not been allocated to the accounts of the Participants or
                  Beneficiaries shall be voted by the Trustee in accordance with
                  its best judgment, taking into account instructions from the
                  Committee. Reasonable means shall be employed by the Trustee
                  to provide confidentiality with respect to the voting


                                        6


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                  or tender rights exercised by Participants, such that the
                  Participants' directions will be held in confidence and not
                  divulged or released to any Employer or any director, officer,
                  employee or agent of an Employer, it being the intent of this
                  provision of this Section to ensure that the Employers (and
                  their directors, officers, employees and agents) cannot
                  determine the direction given by any Participant.

         12. Section 7.02(h) is amended by striking the first sentence of said
Section and substituting in lieu thereof the following:

         Subject to the provisions of subsections (i) and (k) of this Section
         7.02 and Sections 7.04 and 7.05 hereof, any cash received by the
         Trustee shall be invested by the Trustee in Company Stock.

         13. Section 7.02(i) is amended by striking the first two paragraphs of
said Section and substituting in lieu thereof the following:

         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 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 ESOP portion of 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 ESOP
         portion of 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 ESOP portion of 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 ESOP portion of the Plan to be reinvested in
         Company Stock for the benefit of such person's accounts.


         14. Section 7.02(j) is amended by striking said Section and
substituting in lieu thereof the following:



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         (j)     At least once a Year the Committee shall furnish each
                 Participant with a statement showing the status of his accounts
                 as of the close of the preceding Year, including the share of
                 the cost (including brokerage commissions, transfer taxes, and
                 other incidental expenses) properly allocable to his accounts,
                 of any Company Stock in the ESOP portion of the Plan acquired
                 by purchase during that Year.

         15. Section 7.02(k) is amended by striking the first sentence of said
Section and substituting in lieu thereof the following:

         The Trustee may borrow reasonable sums of money for the purchase of
         Company Stock for the ESOP portion of the accounts of Participants on
         such terms as the Trustee shall deem reasonable, provided that the
         proceeds of such loans shall be used solely for the purchase of Company
         Stock.

         16. Section 7.02(k)(l) is amended by striking the last sentence of said
Section and substituting in lieu thereof the following:

         Except as provided under Article xiii of the Plan, no Loan Securities
         may be subject to a put, call or other option, or buy-sell or similar
         arrangement while held by and when distributed from this Plan, whether
         or not the ESOP portion of this Plan is then an employee stock
         ownership plan.

         17. Section 7.04(a) is amended by striking the first full paragraph of
said Section and substituting in lieu thereof the following:

         In General. Notwithstanding the preceding provisions of this Article
         VII, a Qualified Participant may, during each Election Period occurring
         within his Qualified Election Period, elect that a part of the ESOP
         portion of his aggregate account balances (with such balances
         determined as of the beginning of each Election Period) be
         alternatively invested pursuant to Section 7.05 hereof in the
         Diversified Funds described in such section. The amount of the ESOP
         portion of the Qualified Participant's aggregate account balances
         available for such alternative investment shall be one hundred percent
         (100%) of such aggregate balances consisting of Company Stock acquired
         after 1986, reduced by amounts previously so invested, either pursuant
         to this Section or Section 7.05 hereof.

         18. Section 7.05(a) is amended by striking said Section and
substituting in lieu thereof the following:

         (a)     In General. Notwithstanding the preceding provisions of this
                 Article VII, a Participant or Beneficiary shall have the right,
                 in accordance with the provisions of this Section 7.05, to
                 direct the Trustee as to the investment of (i) his Salary
                 Reduction Contribution Account, (ii) any rollover
                 contributions, any amounts in his United Cities Plan employer
                 matching contribution subaccount pursuant to Section 3.05(b)(2)
                 hereof other than amounts


                                        8


<PAGE>



                 attributable to United Cities Plan additional matching
                 contributions (the "United Cities Plan Matching Subaccount")
                 and any amounts in his SEC Plan rollover contribution
                 subaccount and SEC Plan employer matching contribution
                 subaccount pursuant to Section 3.06(b)(3) and Section
                 3.06(b)(4) hereof (the "SEC Plan Rollover and Matching
                 Subaccounts"), held in his Employer Contribution Account, and
                 (iii) any amounts in his Employee Contribution Account
                 attributable to SEC Plan after-tax contributions pursuant to
                 Section 3.06(b)(2) hereof (the "SEC Plan Employee Contribution
                 Account"). Any such investment direction by a Participant or
                 Beneficiary shall consist solely of the right to direct the
                 extent to which Salary Reduction Contributions, rollover
                 contributions, amounts in his United Cities Plan Matching
                 Subaccount, if any, amounts in his SEC Plan Rollover and
                 Matching Subaccounts, if any, amounts in his SEC Plan Employee
                 Contribution Account, if any, shall be invested either in the
                 ESOP portion of the Plan, or in the Non-ESOP portion of the
                 Plan which consists of various investment media comprising a
                 Diversified Fund. Such investment directions shall be made in
                 accordance with procedures established by the Committee and the
                 requirements of Department of Labor Regulations Section
                 2550.404c-l(b)(2)(i)(A), or any successor thereto. Should a
                 Participant or Beneficiary fail to provide the Trustee with the
                 investment directions described herein as to any Salary
                 Reduction Contribution or rollover contribution or amounts in
                 his United Cities Plan Matching Subaccount, amounts in his SEC
                 Plan Rollover and Matching Subaccounts, if any, and amounts in
                 his SEC Plan Employee Contribution Account, if any, such
                 contribution or amount shall be invested in the Diversified
                 Fund which constitutes a balanced fund of equity and fixed
                 income, as selected by the Trustee. The Trustee may decline to
                 implement instructions by a Participant or Beneficiary which
                 (i) would result in a prohibited transaction described in Code
                 Section 4975 or ERISA Section 406 and which would generate
                 income that would be taxable to the Plan, or (ii) are described
                 in Department of Labor Regulations Section 2550.404c-l
                 (d)(2)(ii), or any successor thereto.

         19. Section 7.05(c) is amended by striking said Section and
substituting in lieu thereof the following:

         (c)    Limitation. It is expressly understood that the only amounts
                eligible for investment hereunder in the Diversified Fund are
                the amounts described in this Section and in Section 7.04
                hereof. Any amounts described in this Section and Section 7.04
                hereof that are invested in Company Stock shall be eligible for
                investment in the Diversified Fund as of any Valuation Date.

         20. Section 7.05(d) is amended by deleting the last sentence of said
Section.

         21. Section 8.02 is amended by striking the first sentence of said
Section and substituting in lieu thereof the following:



                                        9


<PAGE>


         The Plan shall be administered by a Retirement Savings Committee (the
         "Committee") consisting of at least three persons who shall be
         appointed by and serve at the pleasure of the Board of Directors of the
         Company.

         22.      Section 8.05 is amended by adding a new Subsection (h) to said
Section as follows:

         (h)      to take such actions as may be necessary to comply in all
                  respects with the requirements of ERISA Section 404(c) and the
                  regulations thereunder.

         23. The introductory sentence to Article XIII is amended by striking
said sentence and substituting in lieu thereof the following:

         The following rules will apply to Company Stock under the ESOP portion
of the Plan which is distributed hereunder.

         24. Article XIII, subparagraph (f) is amended by striking said
subparagraph and substituting in lieu thereof the following:

         (f)      Notwithstanding the fact that the ESOP portion of this Plan
                  ceases to be an employee stock ownership plan, Loan Securities
                  and any Company Stock acquired after 1986 shall continue to be
                  subject to the provisions of this Article XTTI.







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<PAGE>

         IN WITNESS WHEREOF, the Company has caused this AMENDMENT NO. SIX 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 1st day of March, 2002.




                                        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 D. MCGREGOR
                                           -------------------------------------
                                             Wynn D. McGregor


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



                                        11