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EXHIBIT 4.2




AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF ATMOS ENERGY CORPORATION

(as of February 3, 2010)





	A.	 	     After being proposed by the Board of Directors of Atmos Energy Corporation (the
“Corporation”) and submitted to the Corporation’s shareholders in accordance with the
provisions of Chapter 9 of the Virginia Stock Corporation Act, an amendment to Section 2 of
Article VI of the Amended and Restated Articles of Incorporation was adopted by the
shareholders of the Corporation at the Annual Meeting of Shareholders held on February 3,
2010, in conformity with the provisions of the Virginia Stock Corporation Act, so that Section
2 of Article VI of the Articles is hereby amended to read as follows:






	 	 	 	“2. Election and Term. All directors elected at the 2010 annual
meeting of shareholders shall be elected for terms of three years and until
their successors shall be elected and qualified. Beginning with the 2011
annual meeting of shareholders, and at each annual meeting of shareholders
thereafter, all directors elected at the annual meeting of shareholders
shall be elected for a one-year term expiring at the next annual meeting of
shareholders. Directors shall be elected by a majority vote of the shares of
the Common Stock entitled to vote in the election of directors and
represented in person or by proxy at a meeting of shareholders at which a
quorum is present. Each director who is serving as a director immediately
following the 2011 annual meeting of shareholders, or is thereafter elected
a director, shall hold office until the expiration of the term for which he
or she was elected, and until his or her successor shall be elected and
shall qualify, or until his or her earlier death, resignation, retirement,
removal or disqualification from office.”






	B.	 	     The number of shares of the Corporation outstanding as of the record date was 92,931,979 and
the number of shares entitled to vote on the amendment was 92,931,979. The number of shares
voting for the amendment to Section 2 of Article VI of the Amended and Restated Articles of
Incorporation of the Corporation was 79,072,204, the number of shares voting against such
amendment was 1,757,120, and the number of shares abstaining was 928,315.
	 
	C.	 	     The Amended and Restated Articles of Incorporation reflect an accurate copy of the Amended
and Restated Articles of Incorporation of the Corporation and all amendments thereto, as filed
with the State Corporation Commission and in effect as of the date of such filing, with no
other changes in any provision thereof, except for (i) the amendment discussed above, (ii) a
change in the reference in Articles II and VII below from the Texas Business Corporation Act
to the Texas Business Organizations Code, which superseded the Texas Business Corporation Act
on January 1, 2010, (iii) a change in the reference in Article VI below to the current number
of directors from twelve (12) to thirteen (13) and (iv) a change in the title of the Chief
Executive Officer, with all such changes reflected below in the Amended and Restated Articles
of Incorporation.




 









 











ARTICLE I.




     The name of the corporation shall be Atmos Energy Corporation (the “Corporation”).



ARTICLE II.




     The purposes for which the Corporation is organized are the transaction of any or all lawful
business for which corporations may be incorporated under the Texas Business Organizations Code and
the Texas For-profit Corporation Law as defined therein, including, but not limited to, the
transportation and distribution of natural gas by pipeline as a public utility, except that with
respect to the Commonwealth of Virginia, the Corporation may only conduct such business as is
permitted to be conducted by a public service company engaged in the transportation and
distribution of natural gas by pipeline.



ARTICLE III.




     The Corporation is incorporated in the State of Texas and the Commonwealth of Virginia. The
post office address of the registered office of the Corporation in the State of Texas is 211 E.
7th Street, Suite 620, Austin, Texas 78701-3218, and the registered agent for service of
the Corporation at the same address is Corporation Service Company, d/b/a CSC-Lawyers Incorporating
Service Company. The post office address of the registered office of the Corporation in the
Commonwealth of Virginia is Riverfront Plaza, East Tower, 951 East Byrd Street, Richmond, Virginia
23219-4074, and the registered agent for service of the Corporation at the same address is Allen C.
Goolsby, III, such registered agent being a resident of the Commonwealth of Virginia and a member
of the Virginia State Bar.



ARTICLE IV.




     The period of the Corporation’s duration shall be perpetual.



ARTICLE V.




     The Corporation shall not commence business until it has received for the shares consideration
of the value of One Thousand Dollars ($1,000) consisting of money, labor done or property actually
received.



ARTICLE VI.




     1. Number of Directors. The number of directors constituting the present board of
directors is thirteen (13); however, thereafter the number of directors constituting the Board of
Directors shall be fixed by the Bylaws of the Corporation. No director shall be removed during his
term of office except for cause and by the affirmative vote of the holders of seventy-five percent
(75%) of the shares then entitled to vote at an election of directors.



     2. Election and Term. All directors elected at the 2010 annual meeting of
shareholders shall be elected for terms of three years and until their successors shall be elected
and qualified. Beginning with the 2011 annual meeting of shareholders, and at each annual meeting
of shareholders thereafter, all directors elected at the annual meeting of shareholders shall be
elected
for a one-year term expiring at the next annual meeting of shareholders. Directors shall be
elected by



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a majority vote of the shares of the Common Stock entitled to vote in the election of
directors and represented in person or by proxy at a meeting of shareholders at which a quorum is
present. Each director who is serving as a director immediately following the 2011 annual meeting
of shareholders, or is thereafter elected a director, shall hold office until the expiration of the
term for which he or she was elected, and until his or her successor shall be elected and shall
qualify, or until his or her earlier death, resignation, retirement, removal or disqualification
from office.



ARTICLE VII.




     1. Capitalization.



     The aggregate number of shares which the Corporation shall have the authority to issue is Two
Hundred Million (200,000,000) shares of Common Stock having no par value.



     2. Designation and Statement of Preferences, Limitations and Relative Rights of Common
Stock.



     2.01 Subject to the provisions of law, including the Texas Business Organizations Code and the
Texas For-profit Corporation Law as defined therein, and the Virginia Stock Corporation Act, and to
the conditions set forth in any law, including by resolution of the Board of Directors of the
Corporation, such dividends (payable in cash, stock or otherwise) as may be determined by the Board
of Directors may be declared and paid on the Common Stock from time to time out of any funds
legally available therefor.



     2.02 The holders of the Common Stock shall exclusively possess full voting power for the
election of directors and for all other purposes. In the exercise of its voting power, the Common
Stock shall be entitled to one vote for each share held.



     3. Provisions Applicable to All Classes of Stock.



     3.01 Subject to applicable law, the Board of Directors may in its discretion issue from time
to time authorized but unissued shares for such consideration as it may determine. The
shareholders shall have no pre-emptive rights, as such holders, to purchase any shares or
securities of any class which may at any time be sold or offered for sale by the Corporation.



     3.02 At each election for directors every shareholder entitled to vote at any meeting shall
have the right to vote, in person or by proxy, the number of shares owned by him for as many
persons as there are directors to be elected. Cumulative voting of shares of stock in the election
of directors or otherwise is hereby expressly prohibited.



     3.03 The Corporation shall be entitled to treat the person in whose name any share or other
security is registered as the owner thereof, for all purposes, and shall not be bound to recognize
any equitable or other claim to or interest in such shares or other security on the part of any
other person, whether or not the Corporation shall have notice thereof.



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     4. Provisions Applicable to Certain Business Combinations.




     4.01 The affirmative vote of the holders of not less than seventy-five percent (75%) of the
outstanding shares of “Voting Stock” (as hereinafter defined) held by stockholders other than a
“Substantial Shareholder” (as hereinafter defined) shall be required for the approval or
authorization of any “Business Combination” (as hereinafter defined) of the Corporation with any
Substantial Shareholder; provided, however, that the seventy-five percent (75%) voting requirement
shall not be applicable if either:




     (i) The “Continuing Directors” (as hereinafter defined) of the
Corporation by the affirmative vote of at least a majority (a) have expressly
approved in advance the acquisition of the outstanding shares of Voting Stock
that caused such Substantial Shareholder to become a Substantial Shareholder,
or (b) have expressly approved such Business Combination either in advance of
or subsequent to such Substantial Shareholder’s having become a Substantial
Shareholder; or




     (ii) The cash or fair market value (as determined by at least a majority
of the Continuing Directors) of the property, securities or other
consideration to be received per share by holders of Voting Stock of the
Corporation in the Business Combination is not less than the “Highest Per
Share Price” or the “Highest Equivalent Price” (as these terms are hereinafter
defined) paid by the Substantial Shareholder in acquiring any of its holdings
of the Corporation’s Voting Stock.



     4.02 For purposes of this paragraph 4 of Article VII:




     (i) The term “Business Combination” shall include, without limitation:
(a) any merger or consolidation of the Corporation, or any entity controlled
by or under common control with the Corporation, with or into any Substantial
Shareholder, or any entity controlled by or under common control with the
Substantial Shareholder, (b) any merger or consolidation of a Substantial
Shareholder, or any entity controlled by or under common control with the
Corporation, (c) any sale, lease, exchange, transfer or other disposition of
all or substantially all of the property and assets of the Corporation, or any
entity controlled by or under common control with the Corporation, to a
Substantial Shareholder, or any entity controlled by or under common control
with the Substantial Shareholder, (d) any purchase, lease, exchange, transfer
or other acquisition of all or substantially all of the property and assets of
a Substantial Shareholder or any entity controlled by or under common control
with the Corporation, (e) any recapitalization of the Corporation that would
have the effect of increasing the voting power of a Substantial Shareholder,
and (f) any agreement, contract or other arrangement providing for any of the
transactions described in this definition of Business Combination.




     (ii) The term “Substantial Shareholder” shall mean and include any
individual, corporation, partnership or other person or entity which, together
with its “Affiliates” and “Associates” (as those terms are defined in Rule
12b-2 of the General Rules and Regulations promulgated under the
Securities Exchange Act of 1934 (the “Exchange Act”) as in effect at the date



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of the adoption hereof), “Beneficially Owns” (as defined in Rule 13d-3 of the
Exchange Act) an aggregate of 10 percent or more of the outstanding Voting
Stock of the Corporation, and any Affiliate or Associate of any such
individual, corporation, partnership or other person or entity.




     (iii) Without limitation, any share of Voting Stock of the Corporation
that any Substantial Shareholder has the right to acquire at any time
(notwithstanding that Rule 13d-3 of the Exchange Act deems such shares to be
beneficially owned only if such right may be exercised within 60 days)
pursuant to any agreement, or upon exercise of conversion rights, warrants or
options, or otherwise, shall be deemed to be Beneficially Owned by the
Substantial Shareholder and to be outstanding for purposes of clause (ii)
above.




     (iv) For the purposes of subparagraph 4.01(ii) of this paragraph 4 of
Article VII, the term “other consideration to be received” shall include,
without limitation, Common Stock or other capital stock of the Corporation
retained by its existing stockholders other than Substantial Shareholders or
other parties to such Business Combination in the event of a Business
Combination in which the Corporation is the surviving corporation.




     (v) The term “Voting Stock” shall mean all of the outstanding shares of
Common Stock entitled to vote on each matter on which the holders of record of
Common Stock shall be entitled to vote, and each reference to a proportion of shares of Voting Stock shall refer to such proposition of the votes entitled
to be cast by such shares.




     (vi) The term “Continuing Director” shall mean a Director who was a
member of the Board of Directors of the Corporation immediately prior to the
time that the Substantial Shareholder involved in a Business Combination
became a Substantial Shareholder.




     (vii) A Substantial Shareholder shall be deemed to have acquired a share
of the Voting Stock of the Corporation at the time when such Substantial
Shareholder became the Beneficial Owner thereof. With respect to the shares
owned by Affiliates, Associates or other persons whose ownership is attributed
to a Substantial Shareholder under the foregoing definition of Substantial
Shareholder, if the price is paid by such Substantial Shareholder for such
shares is not determinable by a majority of the Continuing Directors, the
price so paid shall be deemed to be the higher of (a) the price paid upon the
acquisition thereof by the Affiliate, Associate or other person or (b) the
market price of the shares in question at the time when the Substantial
Shareholder became the Beneficial Owner thereof.




     (viii) The terms “Highest Per Share Price” and “Highest Equivalent Price”
as used in this paragraph 4 of Article VII shall mean the highest price that
can be determined to have been paid at any time by the Substantial Shareholder
for any share or shares of that class of capital stock. If there is more than
one class of capital stock of the Corporation issued and outstanding, the
Highest Equivalent Price shall mean with respect to each class and series of
capital stock of the Corporation the amount determined by a
majority of the Continuing Directors, on whatever basis they believe is



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appropriate, to be the highest per share price equivalent to the highest price
that can be determined to have been paid at any time by the Substantial
Shareholder for any share or shares of any class or series of capital stock of
the Corporation. In determining the Highest Per Share Price and Highest
Equivalent Price, all purchases by the Substantial Shareholder shall be taken
into account regardless of whether the shares were purchased before or after
the Substantial Shareholder became a Substantial Shareholder. The Highest Per
Share Price and the Highest Equivalent Price shall include any brokerage
commissions, transfer taxes and soliciting dealers’ fees paid by the
Substantial Shareholder with respect to the shares of capital stock of the
Corporation acquired by the Substantial Shareholder. In the case of any
Business Combination with a Substantial Shareholder, the Continuing Directors
shall determine the Highest Per Share Price or the Highest Equivalent Price
for each class and series of the capital stock of the Corporation.



     4.03 The provisions set forth in this paragraph 4 of Article VII may not be amended, altered,
changed or repealed in any respect unless such action is approved by the affirmative vote of the
holders of not less than seventy-five percent (75%) of the outstanding shares of Voting Stock (as
defined in this Article VII) of the Corporation at a meeting of the shareholders duly called for
the consideration of such amendment, alteration, change or repeal; provided, however, that if there
is a Substantial Shareholder (as defined in this Article VII), such action must also be approved by
the affirmative vote of the holders of not less than seventy-five percent (75%) of the outstanding
shares of Voting Stock held by the shareholders other than the Substantial Shareholder.



ARTICLE VIII.




     The power to alter, amend or repeal the Corporation’s bylaws, and to adopt new bylaws, is
hereby vested in the Board of Directors, subject, however, to repeal or change by the affirmative
vote of the holders of seventy-five percent (75%) of the outstanding shares entitled to vote
thereon.



ARTICLE IX.




     The Corporation shall indemnify, to the fullest extent permitted by law, any person who was,
is, or is threatened to be made a named defendant or respondent in any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or
investigative, any appeal in such action, suit, or proceeding, and any inquiry or investigation
that could lead to such an action, suit, or proceeding, by reason of the fact that such person is
or was a director or officer of the Corporation, or, while such person was a director of the
Corporation, is or was serving at the request of the Corporation as a director, officer, partner,
venturer, proprietor, trustee, employee, agent, or similar functionary of another corporation,
partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise,
against judgments, penalties (including excise and similar taxes), fines, settlements, and
reasonable expenses (including attorney’s fees) actually incurred by such person in connection with
such action, suit, or proceeding. In addition to the foregoing, the Corporation shall, upon
request of any such person described above and to the fullest extent permitted by law, pay or
reimburse the reasonable expenses incurred by such person in any action, suit, or proceeding
described above in advance of the final disposition of such action, suit, or proceeding.



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ARTICLE X.




     No director of the Corporation shall be personally liable to the Corporation or its
shareholders for monetary damages for an act or omission in such director’s capacity as a director,
except for liability for (i) a breach of the director’s duty of loyalty to the Corporation or its
shareholders; (ii) an act or omission not in good faith or that involves intentional misconduct or
a knowing violation of the law; (iii) a transaction from which the director received an improper
benefit, whether or not the benefit resulted from an action taken within the scope of the
director’s office; (iv) an act or omission for which the liability of a director is expressly
provided by statute; or (v) an act related to an unlawful stock repurchase or payment of a
dividend. If the laws of the State of Texas or the Commonwealth of Virginia are hereafter amended
to authorize corporate action further eliminating or limiting the personal liability of a director
of the Corporation, then the liability of a director of the Corporation shall thereupon
automatically be eliminated or limited to the fullest extent permitted by the laws of the State of
Texas and the Commonwealth of Virginia. Any repeal or modification of this Article X by the
shareholders of the Corporation shall not adversely affect any right or protection of a director
existing at the time of such repeal or modification with respect to such events or circumstances
occurring or existing prior to such time.



	 	 	 	 	 
	 	ATMOS ENERGY CORPORATION

 	 
	 	By:  	/s/ ROBERT W.  BEST
 	 
	 	 	Robert W. Best 	 
	 	 	Chairman of the Board and

Chief Executive Officer 	 
	 




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