exv4wa






Exhibit 4 (a)




ATMOS ENERGY CORPORATION




RETIREMENT SAVINGS PLAN AND TRUST



AMENDED AND RESTATED

EFFECTIVE AS OF JANUARY 1, 2011



 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	Article	 	 	 	Page	 
	ARTICLE I.
	 	PURPOSE AND AMENDMENT OF THE PLAN	 	 	1	 
	1.01
	 	Amendment and Restatement of the Plan	 	 	1	 
	1.02
	 	Purpose	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE II.
	 	DEFINITIONS, CONSTRUCTION, ADOPTION AND APPLICABILITY	 	 	1	 
	2.01
	 	Definitions	 	 	1	 
	 
	 	(a) ADDITIONS	 	 	1	 
	 
	 	(b) AFFILIATE	 	 	2	 
	 
	 	(c) AUTHORIZED LEAVE OF ABSENCE	 	 	2	 
	 
	 	(d) BENEFICIARY	 	 	2	 
	 
	 	(e) CODE	 	 	2	 
	 
	 	(f) COMMITTEE	 	 	2	 
	 
	 	(g) COMPANY	 	 	2	 
	 
	 	(h) COMPANY STOCK	 	 	2	 
	 
	 	(i) COMPENSATION	 	 	3	 
	 
	 	(j) DISABILITY	 	 	4	 
	 
	 	(k) EFFECTIVE DATE	 	 	4	 
	 
	 	(l) EMPLOYEE	 	 	4	 
	 
	 	(m) EMPLOYEE CONTRIBUTIONS ACCOUNT	 	 	4	 
	 
	 	(n) EMPLOYER	 	 	4	 
	 
	 	(o) EMPLOYER CONTRIBUTIONS ACCOUNT	 	 	5	 
	 
	 	(p) EMPLOYMENT COMMENCEMENT DATE	 	 	5	 
	 
	 	(q) ERISA	 	 	5	 
	 
	 	(r) FIDUCIARIES	 	 	5	 
	 
	 	(s) FORMER PARTICIPANT	 	 	5	 
	 
	 	(t) HIGHLY COMPENSATED EMPLOYEE	 	 	5	 
	 
	 	(u) HOUR OF EMPLOYMENT	 	 	6	 
	 
	 	(v) INCOME	 	 	7	 
	 
	 	(w) MATCHING CONTRIBUTIONS ACCOUNT	 	 	7	 
	 
	 	(x) NON-HIGHLY COMPENSATED EMPLOYEE	 	 	7	 
	 
	 	(y) PARTICIPANT	 	 	7	 
	 
	 	(z) PARTICIPATING EMPLOYER	 	 	7	 
	 
	 	(aa) PARTICIPATION	 	 	7	 
	 
	 	(bb) PLAN	 	 	7	 
	 
	 	(cc) PRIOR PLAN	 	 	7	 
	 
	 	(dd) RE-EMPLOYMENT COMMENCEMENT DATE	 	 	7	 
	 
	 	(ee) SAFEHARBOR MATCHING CONTRIBUTIONS ACCOUNT	 	 	7	 
	 
	 	(ff) SALARY REDUCTION CONTRIBUTIONS ACCOUNT	 	 	7	 
	 
	 	(gg) SERVICE	 	 	8	 
	 
	 	(hh) SEVERANCE FROM SERVICE	 	 	8	 
	 
	 	(ii) TRUST (or TRUST FUND)	 	 	8	 
	 
	 	(jj) TRUST COMMITTEE	 	 	8	 
	 
	 	(kk) TRUSTEE	 	 	8	 
	 
	 	(ll) VALUATION DATE	 	 	8	 
	 
	 	(mm) YEAR or PLAN YEAR	 	 	8	 
	2.02
	 	Construction	 	 	8	 
	2.03
	 	Adoption by Others	 	 	8	 






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	Article	 	 	 	Page	 
	2.04
	 	Applicability	 	 	8	 
	 
	 	 	 	 	 	 
	ARTICLE III.
	 	PARTICIPATION AND SERVICE	 	 	9	 
	3.01
	 	Participation	 	 	9	 
	3.02
	 	Service	 	 	10	 
	3.03
	 	Transfer	 	 	10	 
	3.04
	 	Controlled Group	 	 	10	 
	3.05
	 	Special Rules for Former United Cities Gas Company Employees	 	 	10	 
	3.06
	 	Special Rules for Transfers from
the Southwestern Energy Company 401(k) Savings Plan	 	 	10	 
	3.07
	 	Special Rules for Transfers from the CUC 401(k) Employee Benefit Plan	 	 	11	 
	3.08
	 	Special Rules for Transfers from
the Mississippi Valley Gas Company Savings Plan	 	 	11	 
	3.09
	 	Special Rules for Transfers from the TXU Thrift Plan	 	 	11	 
	 
	 	 	 	 	 	 
	ARTICLE IV.
	 	CONTRIBUTIONS	 	 	11	 
	4.01
	 	Salary Reduction Contributions	 	 	11	 
	4.02
	 	Safeharbor Matching Contributions	 	 	19	 
	4.03
	 	Fixed Annual Company Contributions	 	 	19	 
	4.04
	 	Contributions by Participants	 	 	20	 
	4.05
	 	Rollover Contributions; Transfers	 	 	20	 
	4.06
	 	Special Rules under USERRA	 	 	21	 
	4.07
	 	Transfers from the MVG Union Plan	 	 	21	 
	 
	 	 	 	 	 	 
	ARTICLE V.
	 	ALLOCATIONS TO PARTICIPANTS’ ACCOUNTS	 	 	22	 
	5.01
	 	Individual Accounts	 	 	22	 
	5.02
	 	Account Adjustments	 	 	22	 
	5.03
	 	Maximum Additions	 	 	23	 
	5.04
	 	Top-Heavy Provisions	 	 	25	 
	 
	 	 	 	 	 	 
	ARTICLE VI.
	 	BENEFITS	 	 	29	 
	6.01
	 	Retirement or Disability	 	 	29	 
	6.02
	 	Death	 	 	29	 
	6.03
	 	Termination for Other Reasons	 	 	29	 
	6.04
	 	Payments of Benefits	 	 	33	 
	6.05
	 	Designation of Beneficiary	 	 	41	 
	6.06
	 	In-Service Withdrawals	 	 	41	 
	 
	ARTICLE VII.
	 	TRUST FUND AND TRUSTEE	 	 	44	 
	7.01
	 	In General	 	 	44	 
	7.02
	 	Investment of the Trust Fund	 	 	44	 
	7.03
	 	The Trustee	 	 	47	 
	7.04
	 	Diversification Option	 	 	49	 
	7.05
	 	Participant Loans	 	 	50	 
	 
	 	 	 	 	 	 
	ARTICLE VIII.
	 	ADMINISTRATION	 	 	51	 
	8.01
	 	Allocation of Responsibility Among Fiduciaries for Plan and Trust Administration	 	 	51	 
	8.02
	 	Appointment of Committee	 	 	52	 
	8.03
	 	Claims Procedure	 	 	52	 
	8.04
	 	Records and Reports	 	 	52	 






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	Article	 	 	 	Page	 
	8.05
	 	Other Committee Powers and Duties	 	 	52	 
	8.06
	 	Rules and Decisions	 	 	53	 
	8.07
	 	Committee Procedures	 	 	54	 
	8.08
	 	Authorization of Benefit Payments	 	 	54	 
	8.09
	 	Application and Forms for Benefits	 	 	54	 
	8.10
	 	Facility of Payment	 	 	54	 
	8.11
	 	Indemnification	 	 	54	 
	8.12
	 	Unclaimed Benefits	 	 	54	 
	 
	 	 	 	 	 	 
	ARTICLE IX.
	 	MISCELLANEOUS	 	 	55	 
	9.01
	 	Plan Voluntary	 	 	55	 
	9.02
	 	Rights to Trust Assets	 	 	55	 
	9.03
	 	Nonalienation of Benefits	 	 	55	 
	9.04
	 	Discontinuance of Employer Contributions	 	 	56	 
	9.05
	 	Certain Social Security Increases	 	 	56	 
	 
	 	 	 	 	 	 
	ARTICLE X.
	 	AMENDMENTS AND ACTION BY EMPLOYER	 	 	57	 
	10.01
	 	Amendments	 	 	57	 
	10.02
	 	Action by Employer	 	 	57	 
	 
	 	 	 	 	 	 
	ARTICLE XI.
	 	SUCCESSOR EMPLOYER AND MERGER OR CONSOLIDATION OF PLANS	 	 	58	 
	11.01
	 	Successor Employer	 	 	58	 
	11.02
	 	Plan Assets	 	 	58	 
	 
	 	 	 	 	 	 
	ARTICLE XII.
	 	PLAN TERMINATION	 	 	58	 
	12.01
	 	Right to Terminate	 	 	58	 
	12.02
	 	Partial Termination	 	 	58	 
	12.03
	 	Liquidation of the Trust Fund	 	 	59	 
	12.04
	 	Manner of Distribution	 	 	59	 
	 
	 	 	 	 	 	 
	ARTICLE XIII.
	 	RESTRICTIONS ON SHARES	 	 	59	 











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ATMOS ENERGY CORPORATION

RETIREMENT SAVINGS PLAN AND TRUST




Amended and Restated

Effective as of January 1, 2011




ARTICLE I.




PURPOSE AND AMENDMENT OF THE PLAN




     1.01 Amendment and Restatement of the Plan. ATMOS ENERGY CORPORATION, a corporation
organized and existing under the laws of the States of Texas and Virginia (hereinafter, the
“Company”) previously adopted and established the EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST FOR
EMPLOYEES OF ATMOS ENERGY CORPORATION, subsequently amended and restated the Plan and Trust
effective as of January 1, 1999, and thereafter further amended the Plan and Trust from time to
time to, among other things, change the name of the Plan and Trust to the ATMOS ENERGY CORPORATION
RETIREMENT SAVINGS PLAN AND TRUST. Effective as of January 1, 2011, except where otherwise
specifically provided herein (the “Effective Date”), the Company has by execution of this document,
amended and restated the Plan in its entirety, subject to the terms and conditions hereinafter set
forth, and the Trust Committee hereby agrees to continue to serve as Trustee hereunder. For
periods prior to the Effective Date, the Plan shall be governed by the terms of the Plan as in
effect during the appropriate prior period, and any terms and conditions of the Plan during those
prior periods shall remain effective to the extent still applicable and not inconsistent with the
terms hereof.



     1.02 Purpose. The purpose of the Plan is to provide certain benefits for the
Employers’ eligible Employees and their Beneficiaries.



     It is the intention of the Employers that the Plan as amended and restated herein shall
continue to meet all of the requirements necessary or appropriate to qualify it under Code Sections
401(a) and 401(k) and, except as noted hereafter, as an employee stock ownership plan under Code
Section 4975(e) and that the Trust made a part hereof shall continue to be exempt from tax under
Code Section 501(a), and all provisions hereof shall be interpreted accordingly. The Plan,
however, has not been, and is not intended to be a “leveraged employee stock ownership plan” and,
therefore, is not intended to meet the requirements for a plan under which an “exempt loan” may be
made, as set forth in Treas. Reg. Section 54.4975-7(b) and, where applicable, Section 54.4975-11
(and any successor provisions thereto)



ARTICLE II.




DEFINITIONS, CONSTRUCTION, ADOPTION AND APPLICABILITY




     2.01 Definitions. The following words and phrases, when used herein, unless their
context clearly indicates otherwise, shall have the following respective meanings:




	 	(a)	 	ADDITIONS: With respect to each Year, the sum of: (i) the total of the
Employer contributions allocated to a Participant’s Employer Contributions Account,
Safeharbor Matching Contributions Account, Matching Contributions Account, where
appropriate, and Salary Reduction Contributions Account (including any amounts
characterized as Excess Contributions and amounts characterized as Excess Deferrals,
if such Excess Deferrals are not distributed as provided for in Subsection 4.01(c)
hereof), (ii) any amount allocated to an “individual medical account,” as defined in
Code Section




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	 	 	 	415(l)(2), which is part of a Defined Benefit Plan maintained by an
Employer; and (iii) any amounts derived from contributions paid or accrued after
December 31, 1985, in taxable years ending after such date, which are attributable
to post retirement medical benefits allocated to the separate account of a key
employee (as defined in Code Section 419A(d)(3)) under a welfare benefit fund (as
defined in Code Section 419(e)) maintained by an Employer. Additions shall not
include rollover contributions (as defined in Code Sections 402(a)(5), 403(a)(4),
408(d)(3) and 409(b)(3)(C)), repayments of loans made to a Participant from the
Plan, repayments of amounts described Code Section 411(a)(7)(B) (in accordance with
Code Section 411(a)(7)(C)) and Code Section 411(a)(3)(D); and the direct transfer of
employee contributions from one qualified plan to another. The restoration of an
Employee’s accrued benefits by the Employer in accordance with Code Section
411(a)(3)(D) or Code Section 411(a)(7)(C) will not be considered an Addition for the
Year in which the restoration occurs. The transfer of funds from one qualified plan
to another will not be considered an Annual Addition for the Year in which the
transfer occurs.






	 	(b)	 	AFFILIATE: Any corporation (other than a Participating Employer) which is (i)
a member of a controlled group of corporations (as defined in Code Section 414(b))
which includes an Employer; (ii) a trade or business (whether or not incorporated)
which is under common control (as defined in Code Section 414(c)) with an Employer;
(iii) an organization (whether or not incorporated) which is a member of an affiliated
service group (as defined in Code Section 414(m)) which includes an Employer; or (iv)
any other entity required to be aggregated with an Employer pursuant to Code Section
414(o).






	 	(c)	 	AUTHORIZED LEAVE OF ABSENCE: Any absence authorized by an Employer under the
Employees standard personnel practices, provided that all persons under similar
circumstances must be treated alike in the granting of such Authorized Leaves of
Absence, and provided further that the Participant returns within the period of
authorized absence. An absence due to service in the Armed Forces of the United States
shall be considered an Authorized Leave of Absence provided that the absence is caused
by war or other emergency, or provided that the Employee is required to serve under the
laws of conscription in time of peace, and further provided that the Employee returns
to employment with an Employer within the period provided by law.






	 	(d)	 	BENEFICIARY: A person or persons (natural or otherwise) designated by a
Participant in accordance with the provisions of Section 6.05 to receive any death
benefit which shall be payable under this Plan.






	 	(e)	 	CODE: The Internal Revenue Code of 1986, as amended from time to time and any
regulations issued thereunder. Reference to any section of the Code shall include any
successor provision thereto.






	 	(f)	 	COMMITTEE: The persons appointed under the provisions of Article VIII to
administer the Plan.






	 	(g)	 	COMPANY: ATMOS ENERGY CORPORATION, a corporation organized and existing under
the laws of the States of Texas and Virginia, or its successor or successors.






	 	(h)	 	COMPANY STOCK: Shares of stock issued by the Company and owned by the Plan.
For purposes of this Plan, Company Stock may include any of the following:




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	 	(1)	 	Common Stock: Shares of common stock issued by the
Company (or a corporation which is a member of the same controlled group as
defined under Code Section 409(1)(4)) which are readily tradable on an
established securities market.






	 	(2)	 	Preferred Stock: Shares of non-callable preferred
stock convertible at any time into Common Stock or Other Stock at a conversion
price which (as of the date of acquisition by the Plan) is reasonable.
Preferred Stock shall be treated as non-callable if after the call there will
be a reasonable opportunity for such conversion.






	 	(3)	 	Other Stock: When no common stock meets the definition
of Common Stock in Section 2.01(h)(1) above, common stock issued by the Company
(or a corporation which is a member of the same controlled group as defined
under Code Section 409(1)(4)) having a combination of voting power and dividend
rights equal to or in excess of:






	 	(A)	 	that class of common stock of the Company (or a
corporation which is a member of the same controlled group as defined
under Code Section 409(1)(4)) having the greatest voting power, and






	 	(B)	 	that class of common stock of the Company (or a
corporation which is a member of the same controlled group as defined
under Code Section 409(1)(4)) having the greatest dividend rights.






	 	(i)	 	COMPENSATION:






	 	(1)	 	The total of all amounts paid to a Participant by an Employer
for personal services as reported on the Participant’s Federal Income Tax
Withholding Statement (Form W-2) plus any amounts excluded from such reporting
pursuant to Code Sections 125, 401(k) and 132(f)(4), but excluding (i) expense
reimbursements, (ii) bonuses, (iii) any contributions made under this Plan, any
other plan of deferred compensation or any welfare benefit plan (other than
amounts contributed pursuant to such Sections 125 and 401(k)), and (iv) other
special payments of any kind that are unrelated to the Participant’s activities
associated with or in lieu of his performance of services for the Employer.
Notwithstanding any other provision of this Plan, Compensation shall include
any and all lump sum merit payments made to such Participant by an Employer.






	 	 	 	Notwithstanding any other provision of this Section 2.01(i), if a
Participant is performing service in the uniformed services (as defined in
chapter 43 of title 38 of the United States Code) while on active duty for a
period of more than thirty (30) days and is receiving amounts which
represent all or a portion of the
Compensation the Participant would have received from the Employer if the
Participant were performing services for the Employer, such amounts shall be
treated as Compensation for all purposes under the Plan.






	 	(2)	 	In addition to other applicable limits set forth in this Plan,
the Compensation of each Participant taken into account for purposes of
determining benefits under the Plan for a given Plan Year shall not exceed
$245,000 (as increased by the Secretary of the Treasury in accordance with Code
Section 401(a)(17)(B)).




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	 	(3)	 	Notwithstanding the preceding, for purposes of determining a
Participant’s Company Contributions made pursuant to Section 4.03 hereof for
the Plan Year in which a Participant begins or resumes Participation,
Compensation received before his Participation began or resumed shall be
disregarded.






	 	(j)	 	DISABILITY: A Participant is disabled if (i) he is qualified for long-term
disability benefits under the Atmos Energy Corporation Group Long-Term Disability Plan,
as in effect from time to time; or (ii) if such Long-Term Disability Plan is not then
in existence, the Participant, because of ill health, physical or mental disability or
any other reason beyond his control, is unable to perform his duties of employment for
a period of six continuous months, determined in good faith by the Committee.
Notwithstanding the preceding, a Participant shall be conclusively presumed to have
incurred a Disability if he is eligible for Social Security disability benefits.






	 	(k)	 	EFFECTIVE DATE: Except as otherwise provided herein, January 1, 2011, the date
on which the provisions of this amended and restated Plan became effective.






	 	(l)	 	EMPLOYEE:






	 	(1)	 	Any individual on the payroll of an Employer whose wages from
such Employer are subject to withholding for purposes of Federal income taxes
and for purposes of the Federal Insurance Contributions Act.






	 	(2)	 	The term “Employee” shall include any person (not employed by
an Employer) who under an agreement between an Employer and any other person (a
“leasing organization”) has performed services for such Employer (or for such
Employer, Affiliate, and any person that is a “related person” to the Employer
as determined in accordance with Code Section 414(n)(6)) on a substantially
full-time basis for a period of at least one (1) year, and the services are
performed under the primary direction or control by such Employer (a “Leased
Employee”); provided, however, that if such Leased Employees constitute less
than twenty percent (20%) of the Employer’s non-highly compensated work force
(as defined in Code Section 414(n)(5)(C)(ii)), the term “Employee” shall not
include any Leased Employees who are covered by a plan described in Code
Section 414(n)(5), unless otherwise expressly provided by the terms of this
Plan.






	 	(3)	 	Notwithstanding the preceding, the term “Employee” shall not
include any individual who is designated as an “independent contractor” by an
Employer, even if the status of such individual subsequently is changed from
that of an “independent contractor” to that of an “employee” as a result of an
administrative or legal proceeding.






	 	(m)	 	EMPLOYEE CONTRIBUTIONS ACCOUNT: The account maintained for a Participant to
record his Employee Contributions and Supplemental Savings, if any, and adjustments
relating thereto, as provided under the provisions of the Prior Plan as effective prior
to October 1, 1987, and amounts transferred to the Plan and credited to this account
subsequent thereto.






	 	(n)	 	EMPLOYER: The Company, where applicable, and any Participating Employer.
Employer refers to all Employers collectively, or to each one individually, as the
context may require.




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	 	(o)	 	EMPLOYER CONTRIBUTIONS ACCOUNT: The account maintained for a Participant to
record his share of the Company Contributions made pursuant to Section 4.03 hereof and
rollover contributions made pursuant to Section 4.05 hereof, and adjustments relating
thereto (the portion of the Employer Contributions Account containing a Participant’s
share of Fixed Annual Company Contributions and any Income thereon being referred to
herein as the “Fixed Annual Company Contributions Portion”), and amounts transferred to
the Plan and credited to this account prior to the Effective Date. Said account shall
include amounts transferred from the MVG Union Plan (as defined in Section 4.07(a)
hereof) that are attributable to the applicable Participant’s matching Contributions
Account under the MVG Union Plan as provided for in Section 4.07 hereof.






	 	(p)	 	EMPLOYMENT COMMENCEMENT DATE: The first date on which an Employee completes an
Hour of Employment.






	 	(q)	 	ERISA: Public Law No. 93-406, the Employee Retirement Income Security Act of
1974, as amended from time to time.






	 	(r)	 	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 7.04 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.






	 	(s)	 	FORMER PARTICIPANT: A Participant whose Participation has terminated but who
has a vested account balance under the Plan, which has not been paid in full.






	 	(t)	 	HIGHLY COMPENSATED EMPLOYEE: A Participant or Former Participant who is a
Highly Compensated
Employee, as defined in Code Section 414(q). A Participant or Former Participant is
considered a Highly Compensated Employee if:






	 	(1)	 	during the Plan Year (the “Determination Year”) or during the
twelve month period immediately preceding the Determination Year or, if the
Company elects, the calendar year ending with or within the Determination Year
(the “Look Back Year”), the Participant or former Participant was at any time a
“five percent owner” as defined in Section 5.04(a)(2)(C)(2) hereof; or






	 	(2)	 	for the preceding Plan Year, the Participant or former
Participant had Compensation from the Employer in excess of $80,000, as
adjusted by the Secretary of the Treasury. The $80,000 amount shall be
adjusted at the same time and in the same manner as under Code Section 415(d),
except that the base period is the calendar quarter ending September 30, 1996.




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	 	 	 	The Committee shall determine which Participants or Former Participants are Highly
Compensated Employees in a manner consistent with Code Section 414(q) and
regulations issued thereunder. The Employer may make a calendar year election to
determine the Highly Compensated Employees for the Look Back Year, as prescribed by
applicable treasury regulations. A calendar year election must apply to all plans
and arrangements of the Employer.






	 	 	 	A Former Participant who separated from Service, or is deemed to have separated from
Service under applicable treasury regulations, prior to the Plan Year, who performs
no Service for the Employer during the Plan Year and who was a Highly Compensated
Employee either for the Separation Year or any Plan Year ending on or after such
former Participant attained age fifty-five (55) years is considered a Highly
Compensated Employee. Generally, Separation Year means the Plan Year during which
the Employee separates from Service with the Employer.






	 	(u)	 	HOUR OF EMPLOYMENT: Each hour (i) for which an Employee is on an Authorized
Leave of Absence or is directly or indirectly paid or entitled to payment by an
Employer for the performance of duties or for reasons other than the performance of
duties, or (ii) for which back-pay (irrespective of mitigation of damages) has been
either awarded or agreed to by an Employer. In the case of clause (i) above, each such
Hour of Employment shall, in general, be credited for the computation period in which
the duties were performed, or to which payments or entitlements to payments relate (in
cases in which Hours of Employment are credited for periods in which duties are not
performed). In the case of clause (ii) above, each such Hour of Employment shall, in
general, be credited for the computation period to which the agreement or award
pertains. Notwithstanding any provision to the contrary contained herein, no Employee
shall be credited with an Hour of Employment under both clauses (i) and (ii) above.






	 	 	 	In determining the number of Hours of Employment to be credited to an Employee in
the case of a payment which is made or due to an Employee under the provisions of
clause (i), above, for a period during which services were not performed (including
a payment made by application of clause (ii) for a period also covered by clause (i)
during which services were not performed), and the computation period(s) to which
Hours of Employment shall be credited, the Committee shall apply the rules set forth
in the U.S. Department of Labor Regulations § 2530.200b-2(b) and (c), which rules
are incorporated
into and made a part of this Plan by reference. Nothing in this Section 2.01(u)
shall be construed as denying an Employee credit for an Hour of Employment which he
is required to receive under any Federal law, the nature and extent of which credit
shall be determined by such Federal law.






	 	 	 	Hours of Employment shall be determined from records maintained by each Employer;
provided, however, that an Employer may elect to determine Hours of Employment for
any classification of Employees which is reasonable, nondiscriminatory and
consistently applied, on the basis that Hours of Employment include ninety (90)
Hours of Employment for each biweekly pay period, or portion thereof during which an
Employee is credited with one (1) Hour of Employment. In determining the equivalent
number of Hours of Employment to be credited to an Employee in the case of a payment
made or due under clause (i), above, when the payment is not calculated on the basis
of units of time, the Committee shall apply the rules set forth in U.S. Department
of Labor Regulations § 2530.200b-2(b)(2) and (3). If such a payment is calculated on
the basis of units of time, which units are greater than the period of employment
used in this




6









 






	 	 	 	equivalency formula, the Employee shall be credited with the number of
Hours of Employment included in the periods of employment which, in the course of
the Employees regular work schedule, would be included in the unit or units of time
on the basis of which the payment is calculated.






	 	(v)	 	INCOME: The net gain or loss of the Trust Fund, as reflected by interest
payments, dividends, realized and unrealized gains and losses on securities, other
investment transactions and expenses paid from the Trust Fund. In determining the
Income of the Trust Fund for any period, assets shall be valued on the basis of their
fair market value, as determined by the Trustee.






	 	(w)	 	MATCHING CONTRIBUTIONS ACCOUNT: The account maintained for a Participant who
was covered by the collective bargaining agreement between the Company and the
Communication Workers of America, Local 3212 to record contributions made from and
after April 23, 2005, and through April 29, 2006, and any adjustments relating thereto.






	 	(x)	 	NON-HIGHLY COMPENSATED EMPLOYEE: An Employee who is not a Highly Compensated
Employee.






	 	(y)	 	PARTICIPANT: An Employee participating in the Plan in accordance with the
provisions of Section 3.01.






	 	(z)	 	PARTICIPATING EMPLOYER: Any entity which, with the consent of the Company, has
adopted this Plan in accordance with the provisions of Section 2.03.






	 	(aa)	 	PARTICIPATION: With respect to an Employee, the period commencing on the date
on which the Employee became a Participant and ending on the date on which the Employee
incurs a Severance from Service.






	 	(bb)	 	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.






	 	(cc)	 	PRIOR PLAN: ATMOS ENERGY CORPORATION RETIREMENT SAVINGS PLAN AND TRUST, as
constituted prior to January 1, 2011.






	 	(dd)	 	RE-EMPLOYMENT COMMENCEMENT DATE: The first date on which an Employee completes
an Hour of Employment upon his return to the employment of an Employer after a
Severance from Service.






	 	(ee)	 	SAFEHARBOR MATCHING CONTRIBUTIONS ACCOUNT: The account maintained for a
Participant to record contributions made on his behalf by his Employer pursuant to
Section 4.02 hereof, and adjustments relating thereto.






	 	(ff)	 	SALARY REDUCTION CONTRIBUTIONS ACCOUNT: The account maintained for a
Participant to record contributions made on his behalf by his Employer pursuant to
Section 4.01 hereof, and adjustments relating thereto and amounts transferred to the
Plan and credited to this account subsequent thereto. Said account shall include
amounts transferred from the MVG Union Plan that are attributable to the applicable
Participant’s deferred income account under the MVG Union Plan as provided for in
Section 4.07 hereof.




7









 












	 	(gg)	 	SERVICE: A Participant’s period of employment with an Employer or an Affiliate
as determined in accordance with Sections 3.02, 3.04 and 6.03 hereof.






	 	(hh)	 	SEVERANCE FROM SERVICE: With respect to an Employee, the earlier of (i) the
date on which he quits, or is discharged from the employment of an Employer, or (ii)
the date of his retirement, Disability or death.






	 	(ii)	 	TRUST (or TRUST FUND): The fund established hereunder, maintained in accordance
with the terms of the Plan and constituting a part of this Plan.






	 	(jj)	 	TRUST COMMITTEE: The Qualified Retirement Plans and Trusts Committee appointed
by the Board of Directors of the Company to act as Trustee hereunder. The same
provisions applicable to the Qualified Retirement Plans and Trusts Committee specified
in Sections 8.02 and 8.07 hereof shall apply to, respectively, the appointment of the
members of the Trust Committee and the procedures to be adopted by the Trust Committee
for the conduct of its affairs.






	 	(kk)	 	TRUSTEE: The Trust Committee, or any corporation, individual or individuals
appointed by the Board of Directors of the Company to administer the Trust.






	 	(ll)	 	VALUATION DATE: Each business day.






	 	(mm)	 	YEAR or PLAN YEAR: The 12-month period beginning January 1 and ending on the
next following December 31.





     2.02 Construction. The masculine gender, where appearing in the Plan, shall be deemed
to include the feminine gender, unless the context clearly indicates to the contrary. The words
“hereof,” “herein,” “hereunder” and other similar compounds of the word “here” shall mean and refer
to the entire Plan and not to any particular provision or section.



     2.03 Adoption by Others. Any Affiliate of the Company may adopt this Plan and thereby
become a Participating Employer, provided, however, that:




	 	(a)	 	The Board of Directors of the Company must approve such adoption;






	 	(b)	 	The administrative powers and control of the Company as provided herein shall
not be deemed diminished under the Plan by reason of the adoption of the Plan by any
Participating Employer, and






	 	(c)	 	The administrative powers and control granted to the Company in Section 8.01
with respect to the appointment of the Committee and other matters shall apply only
with respect to the Company and not to any Participating Employer.





     2.04 Applicability. Except to the extent otherwise specifically provided, (i) the
provisions of this Plan shall apply only to an Employee who terminates employment on or after the
Effective Date, and (ii) the rights and benefits, if any, of a former Employee shall be determined
in accordance with the provisions of the Prior Plan (or the provisions of any pre-existing version
of the Prior Plan), as in effect on the date on which his employment terminated.




8











 





ARTICLE III.




PARTICIPATION AND SERVICE



     3.01 Participation. Except as otherwise provided below, an Employee, other than a
Leased Employee, as provided in Section 2.01(l)(2) hereof, shall become a Participant in this Plan
as follows:




	 	(a)	 	Any Employee included under the provisions of the Prior Plan as of the
Effective Date shall continue to participate in accordance with the provisions of this
amended and restated Plan.






	      (b)	(1)	 	For purposes of eligibility to make Salary Reduction Contributions under
Section 4.01, an Employee shall be eligible to become a Participant in this Plan as of
the Entry Date coincident with or immediately following the date on which he or she
becomes an Employee (an “Eligible Employee”). For purposes of eligibility to receive
allocations of Safeharbor Matching Contributions under Section 4.02, a Participant
shall be eligible to participate in this Plan as of the Entry Date coincident with or
immediately following his completion of one (1) year of Service.






	 	(2)	 	For purposes of eligibility to receive allocations of Fixed
Annual Company Contributions under Section 4.03, a Participant shall be
eligible to participate in this Plan as follows:






	 	(A)	 	If such Participant was an Employee on
September 30, 2010 and elected, pursuant to the special election given
to all such Employees during the period from September 27, 2010 to
November 5, 2010, to cease participation or relinquish eligibility to
participate, in the Pension Account Plan effective as of the close of
business on December 31, 2010, such Participant shall be eligible to
receive allocations of Fixed Annual Company Contributions as of the
later of January 1, 2011 or the Entry Date coincident with or
immediately following completion of one (1) year of Service.






	 	(B)	 	If such Participant becomes an Employee on or
after October 1, 2010, such Participant shall be eligible to receive
allocations of Fixed Annual Company Contributions as of the later of
January 1, 2011 or the Entry Date coincident with or immediately
following completion of one (1) year of Service.






	 	(c)	 	The term “Entry Date” means the first day of the first payroll period.





     Each Employee now or hereinafter covered by a collective bargaining agreement between an
Employer and a collective bargaining representative shall become or remain a Participant in this
Plan only to the extent that such Plan participation is negotiated, through good faith bargaining,
between an Employer and such representative. Otherwise, any Employee covered by a collective
bargaining agreement shall not become, or shall cease to be, a Participant in this Plan. If an
Employee covered by a collective bargaining agreement ceases to be a Participant in this Plan, he
shall immediately re-enter the Plan as an active Participant when his coverage under such agreement
terminates, provided that he is still an Employee at that time.



9









 





     An active Participant who, on or after the Effective Date, incurs a Severance from Service and
who is subsequently re-employed by an Employer shall immediately re-enter the Plan as an active
Participant on his Re-Employment Commencement Date. In the case of an individual who had been
included under the Prior Plan but who had terminated employment with an Employer prior to the
Effective Date and who is subsequently reemployed by an Employer, such individual shall immediately
re-enter the Plan as an active Participant on his Re-Employment Commencement Date.



     3.02 Service. A Participant’s eligibility for benefits under the Plan shall be
determined on the basis of his period of Service in accordance with the following:




	 	(a)	 	Service Prior to the Effective Date. For an Employee as of the
Effective Date, the Employee’s employment with an Employer prior to the Effective Date
shall be counted as Service to the extent that such employment was counted as service
under the provisions of any Prior Plan, including any period or periods of Authorized
Leave of Absence counted as service under such provisions.






	 	(b)	 	Service On and After Effective Date. On and after the Effective Date,
an Employee shall accrue a year of Service for each consecutive twelve (12)-month
computation period during which he completes at least one thousand (1,000) Hours of
Employment. Such computation period shall begin on his Employment Commencement Date;
provided, however, that if the Employee fails to complete one thousand (1,000) Hours of
Employment during the first computation period, the second computation period shall be
the Plan Year which includes the first anniversary of the Employment Commencement Date,
and succeeding computation periods shall also be on the basis of the Plan Year. An
Employee who completes a year of Service and, prior to Participation hereunder, incurs
a Severance from Service shall, upon re-employment, be credited with such prior year of
Service and be entitled to commence Participation as of the later of (i) the date as of
which such Employee would have commenced Participation under Section 3.01(b) if he had
not incurred a Severance from Service or (ii) his Re-Employment Commencement Date.





     3.03 Transfer. An Employee who is transferred between two Employers shall be as
eligible for Participation and benefits as in the absence of such transfer.



     3.04 Controlled Group. An Employee who is transferred to or from the employment of an
Affiliate shall, solely for purposes of determining the amount of his credited Service hereunder
for eligibility for benefits and vesting of his Fixed Annual Company Contributions Account pursuant
to Section 6.03 hereof, except as otherwise provided in Section 6.03(c), be treated as employed by
an Employer during the period of his employment by such Affiliate.



     3.05 Special Rules for Former United Cities Gas Company Employees. The Plan shall
preserve the distribution restrictions of Code Sections 401(k)(2) and (10) with respect to the
amounts attributable to salary reduction contributions transferred from the United Cities Gas
Company 401(k) Savings Plan.



     3.06 Special Rules for Transfers from the Southwestern Energy Company 401(k) Savings
Plan. All stock previously transferred from the Southwestern Energy Company 401(k) Savings Plan
(the “SEC Plan”) that is Entergy stock shall continue to be held in a separate investment fund
called the Entergy Stock Fund established for such Employee under the Plan. All amounts contained
in the Entergy Stock Fund may be invested in other investments as provided for in Section 7.04(d).



10









 





     3.07 Special Rules for Transfers from the CUC 401(k) Employee Benefit Plan. All stock
previously received as part of an eligible rollover distribution from the CUC 401(k) Employee
Benefit Plan (the “Citizens Plan”) that is Citizens Utilities Company, now known as Frontier
Communications Corp., stock shall continue to be held in a separate investment fund called the
Citizens Stock Fund. All amounts contained in the Citizens Stock Fund may be invested in other
investments as provided for in Section 7.04(e).




	 	3.08	 	Special Rules for Transfers from the Mississippi Valley Gas Company Savings Plan.






	 	(a)	 	All loans under the Mississippi Valley Gas Company Savings Plan (the “MVG
Non-Union Plan”) which were previously transferred in kind to the Plan shall, to the
extent still outstanding, continue to be maintained and administered under Section 7.05
in accordance with the terms of said loans as in effect at the time of said transfer.






	 	(b)	 	The amounts previously transferred from the MVG Non-Union Plan that are
attributable to forfeitures of account balances under that Plan and to the suspense
account containing unallocated contributions to that Plan shall be used to reduce Safe
Harbor Matching Contributions under the Plan.






	 	3.09	 	Special Rules for Transfers from the TXU Thrift Plan.






	 	(a)	 	All stock previously received as part of an eligible rollover distribution from
the TXU Thrift Plan that is TXU Corp. stock shall continue to be held in a separate
investment fund called the TXU Stock Fund. All amounts contained in the TXU Stock Fund
may be invested in other investments as provided for in Section 7.04(f).






	 	(b)	 	All loans under the TXU Thrift Plan which were previously transferred in kind
to the Plan shall, to the extent still outstanding, continue to be maintained and
administered under Section 7.05 in accordance with the terms of said loans as in effect
at the time of transfer.





ARTICLE
IV.

CONTRIBUTIONS





	 	4.01	 	Salary Reduction Contributions.






	 	(a)	 	For each Plan Year, each Employer shall contribute to the Trust Fund, on behalf
of each of its Eligible Employees and Participants an amount equal to the total amount
of “Salary Reduction Contributions” (defined below). Salary Reduction Contributions
may be in the form of cash or Company Stock, and shall be deposited in the Trust Fund
as soon as administratively feasible, but in no event later than the fifteenth (15th)
business day of the calendar month following the calendar month during which such
contributions were made.






	 	 	 	“Salary Reduction Contributions” shall mean the amount by which an Eligible Employee
or a Participant agrees to reduce his salary from his Employer, which reduction
shall be equal to a percentage of his Compensation (excluding bonuses) per payroll period,
which shall not be less than one percent (1%) or more than sixty-five percent (65%)
of Compensation for such Eligible Employee or Participant.




11









 












	 	(b)	 	Subject to the provisions of Section 4.01(g) hereof, each Eligible Employee
shall be given the opportunity to affirmatively elect to make Salary Reduction
Contributions. Salary Reduction Contributions shall commence as of the Entry Date
coinciding with or immediately following the date on which the Eligible Employee has
properly completed the steps necessary to affirmatively elect to make Salary Reduction
Contributions.






	 	 	 	Notwithstanding the foregoing, unless, in accordance with uniform and
nondiscriminatory procedures established by the Plan Administrator, an Eligible
Employee either (i) opts out of Salary Reduction Contributions during the “Opt Out
Period” (defined below), or (ii) affirmatively elects to contribute a different
percentage of Compensation as a Salary Reduction Contribution during the Opt Out
Period, effective as of the first Entry Date coinciding with or immediately
following the end of the Opt Out Period, each such Eligible Employee will be deemed
to have agreed to Salary Reduction Contributions equal to four percent (4%) of such
Participant’s Compensation (“Automatic Salary Reduction Contributions”). If an
Eligible Employee affirmatively elects to contribute a different percentage of his
or her Compensation as a Salary Reduction Contribution during the Opt Out Period,
such Salary Reduction Contributions shall commence as of the Entry Date coinciding
with or immediately following the date on which an Eligible Employee has properly
completed the steps necessary to affirmatively elect to contribute a different
percentage of his or her Compensation as a Salary Reduction Contribution.






	 	 	 	Furthermore, with respect to each Participant whose Salary Reduction Contribution
for the next succeeding Plan Year is less than four percent (4%) of such
Participant’s Compensation, unless, in accordance with the uniform and
nondiscriminatory procedures established by the Plan Administrator, such Participant
either (i) opts out of Salary Reduction Contributions during the Opt Out Period, or
(ii) affirmatively elects to contribute a different percentage of his or her
Compensation as a Salary Reduction Contribution during the Opt Out Period, effective
as of the first Entry Date of the next succeeding Plan Year, each such Participant
will be deemed to have agreed to Automatic Salary Reduction Contributions equal to
4% of such Participant’s Compensation. If a Participant affirmatively elects to
contribute a different percentage of his or her Compensation as a Salary Reduction
Contribution during the Opt Out Period, such Salary Reduction Contributions shall
commence as of the Entry Date coinciding with or immediately following the date on
which an Participant has properly completed the steps necessary to affirmatively
elect to contribute a different percentage of his or her Compensation as a Salary
Reduction Contribution.






	 	 	 	The “Opt Out Period” shall be the thirty (30) day period following (i) the date an
Eligible Employee is provided with enrollment materials, or (ii) the date a
Participant is provided with annual enrollment materials, as applicable.






	 	 	 	Eligible Employees and Participants shall be provided with an Automatic Salary
Reduction Contribution Notice explaining (i) the percentage of the Employee’s
Compensation that will be contributed to the Plan as Automatic Salary Reduction
Contributions if the Employee does not either opt out or affirmatively elect to
contribute a different percentage of his or her Compensation as Salary Reduction
Contributions, (ii) the Employee’s rights to change the percentage of the Employee’s Compensation that
will apply towards Salary Reduction Contributions, or stop Salary Reduction
Contributions completely, (iii) how Automatic Salary Reduction Contributions will be
invested, and




12









 












	 		 	(iv) the procedures for changing the rate of Automatic Salary
Reduction Contributions, or stopping Automatic Salary Reduction Contributions
completely.






	 	 	 	A Participant for whom Automatic Salary Reduction Contributions have been made to
the Plan may elect during the “Distribution Election Period” (defined below) to
receive a distribution of Automatic Salary Reduction Contributions, and earnings and
losses attributable thereto, made with respect to such Participant beginning with
the first payroll period for which Automatic Salary Reduction Contributions were
made with respect to the Participant and continuing through any succeeding payroll
period beginning prior to the effective date of the election, which shall be no
later than the last day of the final payroll period that begins prior to the
expiration of the Distribution Election Period. The Distribution Election Period
shall be the ninety (90) day period beginning on the payroll date that an Automatic
Salary Reduction Contribution is withheld from the Participant’s Compensation. Any
such distribution of Automatic Salary Reduction Contributions shall be considered an
“Automatic Salary Reduction Contribution Distribution” for purposes of the Plan and
shall be made in accordance with Code Section 414(w), and the applicable guidance
issued thereunder. An Automatic Salary Reduction Contribution Distribution shall
not be subject to the early distribution tax imposed by Code Section 72(p).






	 	(c)	 	Notwithstanding anything herein to the contrary, for any Participant’s taxable
year, a Participant’s Salary Reduction Contributions shall not exceed the dollar
limitation contained in Code Section 402(g) in effect for such taxable year, except to
the extent permitted under Section 4.01(f) and Code Section 414(v), if applicable. An
Employer may amend or revoke a Participant’s Salary Reduction Contributions at any time
if such Employer determines that such revocation or amendment is necessary to ensure
that the reduction in such Participant’s Compensation for any payroll period does not
exceed the maximum deferral amount set forth above.






	 	 	 	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 this Section
4.01(c), such “Excess Deferrals” (as defined in Code Section 402(g)(2) and the
treasury regulations promulgated thereunder), 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.






	 	 	 	The income allocable to an Excess Deferrals shall be determined by multiplying the
income allocable to the Participant’s Salary Reduction Contributions for the Plan
Year by a fraction, the numerator of which is the Excess Deferrals of the
Participant, as determined above, and the denominator of which is the balance of the
Participant’s Salary Reduction Contributions on the last day of the Plan Year,
reduced by the income allocable to such account for the Plan Year and increased by
the loss allocable to such account for the Plan Year.






	 	(d)	 	Salary Reduction Contributions credited to a Participant’s Salary Reduction
Contributions Account pursuant to Section 4.01(a) shall be one hundred percent (100%)
vested and non-forfeitable at all times. For all purposes of this Plan, a
Participant’s Compensation for any Year during which Salary Reduction Contributions are
being made on behalf of the Participant shall be equal to the Participant’s Compensation before deduction of
Salary Reduction Contributions.




13









 












	 	(e)	 	Salary Reduction Contributions shall be subject to the following rules and
limitations:






	 	(1)	 	Salary Reduction Contributions shall apply to each payroll
period during which the Participant has agreed, or is deemed to have agreed, to
make Salary Reduction Contributions in accordance with Section 4.01(b), hereof.






	 	(2)	 	A Participant may modify or terminate Salary Reduction
Contributions at any time upon notice to the Committee, subject to the
requirements of paragraph (3), below. If a Participant terminates his or her
Salary Reduction Contributions, he or she may elect to recommence Salary
Reduction Contributions at any time thereafter, subject to the requirements of
paragraph (3), below.






	 	(3)	 	Any change or termination to Salary Reduction Contributions
shall be effective as of, and shall not apply to any payroll period preceding,
the payroll period immediately following the date on which the Committee
receives notice of such change or termination of a Participant’s Salary
Reduction Contributions.






	 	(4)	 	An Employer may change or terminate Salary Reduction
Contributions with respect to a Participant at any time if the Employer
determines that such change or termination is necessary (i) to ensure that a
Participant’s Additions for any Year will not exceed the limitation of Section
5.03 hereof, (ii) to ensure that Employer contributions made pursuant to
Sections 4.01, 4.02 and 4.03 hereof are fully deductible by the Employer for
Federal income tax purposes, and (iii) to ensure that a Participant’s Salary
Reduction Contributions do not exceed the limitation of Section 4.01(c) hereof
relating to “excess deferrals” (as defined in Code Section 402(g)(2) and the
treasury regulations promulgated thereunder) or the limitations of Section
4.01(g) hereof relating to “Excess Contributions” (as defined in Section
4.01(g)(3) hereof).






	 	(5)	 	Except as otherwise provided in Sections 4.01(g) hereof, the
requirements of Code Section 401(k)(3) are satisfied by the safeharbor provided
under Code Section 401(k)(12). Prior to (i) the Employee’s initial Entry Date,
and (ii) the beginning of each Plan Year, the Employer shall provide written
notice to each Employee who is eligible to receive Safeharbor Matching
Contributions pursuant to Section 4.02 hereof that this Plan is exempt from the
general nondiscrimination rules of Code Section 401(k)(3).






	 	(6)	 	Upon termination of employment, a Participant’s Salary
Reduction Contributions Account shall be distributed in accordance with Article
VI.






	 	(f)	 	Those Participants who have attained age fifty (50) before the close of the
Plan Year shall be eligible to make Salary Reduction Contributions in addition to the
Salary Reduction Contributions provided for in Section 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 Section 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. In addition, the Employers shall not make Matching Contributions
with respect to Catch-Up Salary Reduction Contributions.




14









 












	 	(g)	 	The limitations described in this Section 4.01(g) shall be determined in
accordance with the applicable sections of the Code and regulations thereunder. This
Subsection 4.01(g) shall apply to “ADP Participants”. “ADP Participants” shall mean
any Participant who will not have completed at least one (1) year of Service by the
close of the Plan Year, and who therefore is ineligible to receive Safeharbor Matching
Contributions for such Plan Year. Any Automatic Salary Reduction Contribution that is
distributed as an Automatic Salary Reduction Contributions Distribution, as described
in Section 4.01(b) of the Plan, shall not be included as a Salary Reduction
Contribution for purposes of determining whether the limitations in this Section
4.01(g) are met.






	 	(1)	 	Notwithstanding any other provision of this Plan, in no event
shall the Employer make a Salary Reduction Contribution on behalf of any ADP
Participant in any Plan Year (the “Current Plan Year”) if such contribution
would cause the “Actual Deferral Percentage” (or “ADP”) of Highly Compensated
Employees who are ADP Participants (referred to in this Section 4.01(g) as
“Highly Compensated ADP Employees”) to exceed the greater of the limitations
indicated below:






	 	(A)	 	One hundred twenty-five percent (125%) of the
ADP for all Non-Highly Compensated Employees who are ADP Participants
(referred to in this Section 4.01(g) as “Non-Highly Compensated ADP
Employees”) for the prior Plan Year; or






	 	(B)	 	The lesser of (i) the sum of the ADP for all
Non-Highly Compensated ADP Employees for the prior Plan Year plus two
percent (2%), or (ii) two hundred percent (200%) of the ADP for all
Non-Highly Compensated ADP Employees for the prior Plan Year.






	 	 	 	The ADP for all Non-Highly Compensated ADP Employees under this Section
4.01(g)(1) determined on the basis of the prior Plan Year is referred to
herein as the “Prior Year Testing Method”.






	 	(2)	 	The Committee shall, to the extent necessary to conform the
Salary Reduction Contributions to the above limitations, reduce prospectively
the amount of Salary Reduction Contributions to be made on behalf of Highly
Compensated ADP Employees. Such prospective reduction shall first be applied
to reduce the dollar amount elected by all those Highly Compensated ADP
Employees who have elected the highest dollar amount of Salary Reduction
Contributions compared to the dollar amount elected by all those Highly
Compensated ADP Employees (including those Employees whose dollar amount was
previously reduced) whose elected dollar amount is at the next highest dollar
amount of Salary Reduction Contributions, and shall thereafter continue to be
applied to the extent necessary in like manner in descending order on the basis
of elected contribution amounts. The total amount by which the Salary
Reduction Contributions must be reduced prospectively as provided above shall
be determined under Section 4.01(g)(1) above and shall be calculated by
reducing contributions made on behalf of Highly Compensated ADP Employees in
the order of their actual deferral percentages beginning with the highest of
such percentages, and continuing to reduce the Salary Reduction Contributions of the Highly Compensated ADP
Employees with the next highest contribution percentages in a like manner in
descending order based on rates of contribution percentages until the amount
reduced is sufficient to satisfy the limitations of Section 4.01(g)(1)
above.




15









 












	 	 	 	Such prospective reductions may thereafter be adjusted by the Committee,
upon due notice to the affected ADP Participants, at any time thereafter to
increase the elected amounts for those Highly Compensated ADP Employees
whose amounts were previously reduced in accordance with this Section if the
Committee shall determine that such increase will not cause the limits set
forth in Section 4.01(g)(1) to be exceeded for the Plan Year. Any such
increase shall be applied to the reduced Highly Compensated ADP Employees in
ascending order, starting with those reduced Highly Compensated ADP
Employees who were last affected by the reduction sequence provided for
herein. Any decrease of an ADP Participant’s Salary Reduction Contributions
under this Section shall be in addition to and shall not otherwise affect
such Participant’s rights to change or suspend contributions.






	 	(3)	 	In the event that following the end of a Plan Year, it is
determined by the Committee that the Salary Reduction Contributions for Highly
Compensated ADP Employees exceed the limitations of Section 4.01(g)(1), then
the amount in excess of such limitation (“Excess Contributions”) (and the
income thereon) (with the amount of such Excess Contributions calculated by
reducing the contributions made on behalf of Highly Compensated ADP Employees
in the order of the actual deferral percentages beginning with the highest such
percentage and continuing to reduce the Salary Reduction Contributions of the
Highly Compensated ADP Employees with the next highest contribution percentages
in a like manner in descending order based on rates of contribution percentages
until such percentages satisfy the test in Section 4.01(g)(1)) shall be
distributed to the Highly Compensated ADP Employees, notwithstanding any Plan
provision to the contrary, no later than the last day of the Plan Year
following the close of the Plan Year in which such Excess Contributions
occurred. If such Excess Contributions are distributed more than six (6)
months after the last day of the Plan Year in which such Excess Contributions
occurred, a ten percent (10%) excise tax will be imposed on the Employer with
respect to such amounts.






	 	 	 	In distributing Excess Contributions, the following rules shall apply: The
Excess Contributions shall first be applied to reduce the dollar amount
elected by all those Highly Compensated ADP Employees who have elected the
highest dollar amount of Salary Reduction Contributions compared to the
dollar amount elected by all those Highly Compensated ADP Employees
(including those Employees whose dollar amount was previously reduced) whose
elected dollar amount is at the next highest dollar amount of Salary
Reduction Contributions and shall thereafter continue to be applied to the
extent necessary in like manner in descending order on the basis of elected
contribution amounts until the reductions equal the Excess Contributions and
enable the Salary Reduction Contributions to conform to the limitations of
Section 4.01(g)(1).






	 	 	 	The amount of Excess Contributions to be distributed to each affected Highly
Compensated ADP Employee is equal to the Salary Reduction Contributions on
behalf of such Employee (prior to reduction of the Excess Contributions)
less the product of such Employee’s ADP (after reduction for such Excess
Contributions) times such Employee’s Total Compensation, rounded to the
nearest one cent ($.01), and likewise is equal to the amount of reduction
provided for herein.




16









 












	 	 	 	The amount of Excess Contributions that may be distributed under this
Section with respect to a Highly Compensated ADP Employee for a Plan Year
shall be reduced by any “excess deferrals” (as defined in Section 4.01(c))
attributable to such Plan Year previously distributed to such Employee. In
the event a distribution of Salary Reduction Contributions constitutes a
distribution of Excess Contributions and a distribution of “excess
deferrals” pursuant to Section 4.01(c), the amounts distributed shall be
treated as a simultaneous distribution of both Excess Contributions and
“excess deferrals.”






	 	 	 	In no event shall the amount of Excess Contributions that may be distributed
under this Subsection with respect to a Highly Compensated ADP Employee for
a Plan Year exceed the amount of Salary Reduction Contributions on behalf of
such Employee under this Plan for such Plan Year.






	 	(4)	 	In determining the amount of income allocable to Excess
Contributions which are being distributed, the following rules shall apply:






	 	(A)	 	The income allocable to Excess Contributions
for the Plan Year in which the contributions are made is the income for
the Plan Year allocable to Salary Reduction Contributions and amounts
treated as Salary Reduction Contributions with respect to the Highly
Compensated ADP Employee, multiplied by a fraction, the numerator of
which is the amount of Excess Contributions made on behalf of the
Highly Compensated ADP Employee for the Plan Year and the denominator
of which is the balance of such Employee’s Salary Reduction
Contributions Account as of the end of the Plan Year, before adjustment
of such Account as provided for in Section 5.02(a).






	 	(B)	 	For purposes of this Section, the income of the
Plan shall mean all earnings, gains and losses, computed in accordance
with the provisions of Section 5.02.






	 	(5)	 	For purposes of this Section 4.01(g), the following terms shall
have the following meanings:






	 	(A)	 	“Actual Deferral Percentage” (or “ADP”) shall
mean for the Highly Compensated ADP Employees, as a group, and for the
Non-Highly Compensated ADP Employees, as a group, the average of the
ratios (calculated separately for each such ADP Participant in such
group) of the Salary Reduction Contributions, if any, made on behalf of
each such ADP Participant for each Plan Year, to such ADP Participant’s
Total Compensation (as defined in Section 4.01(g)(5)(d)) for such Plan
Year. For purposes of computing the ADP under the Prior Year Testing
Method, changes between the prior Plan Year and the Current Plan Year
in the group of Non-Highly Compensated ADP Employees are disregarded.
For purposes of computing ADP, an ADP Participant who
makes no Salary Reduction Contributions for a Plan Year shall be
treated as making a zero percent (0%) contribution for the Plan Year.






	 	 	 	In calculating ADP, a Salary Reduction Contribution shall be taken
into account for a Plan Year only if such Salary Reduction
Contribution: (i)




17









 












	 	 	 	relates to Total Compensation that would have been
received by the ADP Participant during such Plan Year (but for the
salary reduction election) or is attributable to services performed
by the ADP Participant during such Plan Year and would have been
received by the ADP Participant within two and one-half (2-1/2)
months after the close of such Plan Year (but for the salary
reduction election); and (ii) is allocated to the ADP Participant
during such Plan Year. A Salary Reduction Contribution is treated as
allocated as of a particular date during a Plan Year if allocation of
such contribution is not contingent on participation in the Plan or
the performance of services after such date and such contribution is
paid to the Trust not later than twelve (12) months after the close
of such Plan Year. Any Automatic Salary Reduction Contribution that
is distributed as an Automatic Salary Reduction Contributions
Distribution, as described in Section 4.01(b) of the Plan, shall not
be included as a Salary Reduction Contribution for purposes of
calculating ADP.






	 	 	 	In calculating the ADP of a Highly Compensated ADP Employee who
participates in more than one plan maintained by an Employer or an
Affiliate, all elective deferrals (as defined in Code Section
401(m)(4)) of such Highly Compensated ADP Employee shall be
aggregated for purposes of determining such percentage in accordance
with the applicable treasury regulations.






	 	 	 	In calculating the ADP of a Highly Compensated ADP Employee who has
“excess deferrals” (as defined in Section 4.01(c)), such “excess
deferrals” shall be treated as Salary Reduction Contributions for
purposes of determining such percentage.






	 	 	 	In calculating ADP, all elective deferrals (as defined in Code
Section 401(m)(4)) to any plan required to be aggregated with the
Plan for purposes of Code Section 401(a)(4) or 410(b) shall be
treated as if made under the Plan. If the Plan is permissively
aggregated with another plan in order to comply with the limitations
of Section 4.01(g)(1), such aggregated plans must also meet the
requirements of Code Sections 401(a)(4) and 410(b) as a single plan.
The ESOP portion of the Plan may be aggregated with the non-ESOP
portion of the Plan in order to comply with the limitations of
Section 4.01(g)(1), provided however, that even if such plans are
permissively aggregated for purposes of complying with the
limitations of Section 4.01(g)(1), such plans must be disaggregated
for purposed of satisfying the requirements of Code Section 410(b).
Except as otherwise provided in the Treasury Regulations, if the ADP
under Subsection 4.01(g)(1) is determined under the Prior Year
Testing Method, the Plan may not be permissively aggregated with
another plan in order to comply with the limitations of Subsection
4.03(g)(1) if such other plan determines ADP under the Current Year
Testing Method.






	 	(B)	 	“Total Compensation” as used in this Section
4.01(g) shall have the same meaning as that set forth in Section
5.03(b) hereof.




18









 












	 	4.02	 	Safeharbor Matching Contributions.






	 	(a)	 	For each Plan Year, each Employer shall contribute on behalf of each of its
Participants for whom a Salary Reduction Contribution was made pursuant to Section
4.01(b) and who is eligible to receive an allocation of Safeharbor Matching
Contributions as described in Section 3.01(b) hereof a “Safeharbor Matching
Contribution” in an amount equal to one hundred percent (100%) of such Participant’s
Salary Reduction Contributions, up to a maximum of four percent (4%) of such
Participant’s Compensation, for the Plan Year.






	 	(b)	 	Except as otherwise provided in Subsection 4.01(g) with respect to ADP
Participants (as defined in Subsection 4.01(g)), the discrimination tests of Code
Section 401(k)(3) are satisfied by the safeharbor provided under Code Section
401(k)(12).






	 	(c)	 	The discrimination tests of Code Section 401(m)(2) are satisfied by the
safeharbor provided under Code Section 401(m)(11).






	 	(d)	 	Prior to (i) the Employee’s initial Entry Date, and (ii) the beginning of each
Plan Year, the Employer shall provide notice to each Employee who is eligible to
receive a Safeharbor Matching Contribution pursuant to Section 4.02 here that this Plan
is exempt from the general nondiscrimination rules of Code Section 401(k)(3) and Code
Section 401(m)(2). Such notice shall be provided in writing or any other form
approved by the Commissioner of Internal Revenue.






	 	(e)	 	Safeharbor Matching Contributions credited to a Participant Safeharbor Matching
Contributions Account shall be one hundred percent (100%) vested and non-forfeitable at
all times. Safeharbor Matching Contributions may be made in cash or in Company Stock.






	 	(f)	 	To the extent that a Safeharbor Matching Contribution is made with respect to
an Automatic Salary Reduction Contribution that is distributed as an Automatic Salary
Reduction Contribution Distribution, as described in Section 4.01(b) of the Plan, such
Safeharbor Matching Contribution, and earnings and losses attributable thereto, shall
be forfeited and allocated to a forfeiture account in the Plan and used to reduce
future Employer contributions to the Plan. The amount to be forfeited shall be
deducted from the Non-ESOP portion (as defined in Section 7.02 hereof) of the
Participant’s Safeharbor Matching Contributions Account, so long as there are amounts
in such portion, and thereafter shall be deducted from the ESOP portion of the
Participant’s Safeharbor Matching Contributions Account (as defined in Section 7.02
hereof) containing Company Stock. If interests in more than one class of Company Stock
have been allocated to the ESOP portion of such Account, the forfeiture will be made in
the same proportion of each such class of Company Stock.
	 
	 	4.03	 	Fixed Annual Company Contributions.






	 	(a)	 	Each Employer shall contribute on behalf of each Participant eligible to receive a
Fixed Annual Company Contribution as described in Section 3.01(b) herein, a
“Fixed Annual Company Contribution” in an amount equal to four percent (4%) of such
Participant’s Compensation for the Plan Year, regardless of whether such Participant
is still employed on the last day of the Plan Year.






19











 






	 	(b)	 	Fixed Annual Company Contributions credited to a Participant’s Employer
Contributions Account shall be one hundred percent (100%) vested and non-forfeitable
upon the date the Participant completes three (3) years of Vesting Service. Fixed
Annual Company Contributions may be made in cash or in Company Stock.
	 
	 	(c)	 	Notwithstanding the foregoing provisions of this Section 4.03, the contribution
of the Employers for any Year shall in no event exceed an amount which, when added to
amounts contributed pursuant to Sections 4.01 and 4.02, above, will, under the law then
in effect, be deductible by the Employers in computing, on a consolidated return basis,
their Federal income taxes for the taxable year within which such Plan Year ends,
including any amount deductible pursuant to carryover provisions of the Code. All
contributions of the Employers made pursuant to this Section 4.03 for a Plan Year shall
be paid to the Trustee, and payment shall be made not later than the date prescribed by
law for filing the consolidated Federal income tax return of the Employers for the
taxable year within which such Plan Year ends, including extensions which have been
granted for the filing of such tax return.





     4.04 Contributions by Participants. Participants are neither required nor permitted to make any after-tax contributions
under this Plan. Under the provisions of the Prior Plan as in effect prior to October 1, 1987,
Participants were permitted to make both Employee Contributions and Supplemental Savings
contributions. To the extent that such amounts (and related adjustments) have not been distributed
to affected Employees who are Participants hereunder prior to the Effective Date, such amounts (and
related adjustments) shall be held in Employee Contributions Accounts established for such
Employees until distributed in full. Distribution shall be made from each such Employee
Contributions Account at such time or times as determined by the Participant for whose benefit an
Employee Contributions Account was established.



     4.05 Rollover Contributions; Transfers .




	 	(a)	 	With the approval of the Committee, a Participant who was a participant in
another plan of deferred compensation which is qualified under Code Section 401(a) may
contribute to this Plan a portion or all of the amount of any “distribution” received
by him from such other plan. 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. Any amounts so contributed shall be held in a
subaccount of the Participant’s Employer Contributions Account, except that any amount
so contributed that is attributable to after-tax contributions shall be separately
accounted for in a subaccount under the Participant’s Employee Contributions Account.
Such subaccount or subaccounts shall be 100% vested in the Participant, shall share in
Income allocations in accordance with Section 5.02(a), but shall not share in Employer
contribution allocations. Upon termination of employment, the total amount in such
subaccount or subaccounts shall be distributed in accordance with Article VI. The term
“eligible rollover distribution” is herein defined as any amount which, pursuant to
Code Section 402(c)(4) may be transferred to this Plan.
	 
	 	(b)	 	Without express authorization by the Board of Directors of the Company, the
Trustee hereunder shall not accept any direct or indirect transfer of assets in
connection with a merger, spinoff, or conversion of a plan, or direct or indirect
transfer of assets solely with respect to an Employee, if such transfer is from a
defined benefit plan, or from a defined




20









 






	 	 	 	contribution plan that is either subject to the funding standards of Code Section
412 or otherwise subject to the requirements of Code Section 401(a)(11)(A). In the
case of a transfer to the Trustee of all or any of the assets held in respect of any
type of qualified plan or trust by the trustee of the transferor plan, the amounts
so transferred shall be allocated under this Plan to the individual account of each
Participant who was also a participant in such other qualified plan. In no event
shall a Participant’s vested interest in such a transferred account be less after
such transfer than it was prior to such transfer, or, in the alternative, this Plan
may provide that the entire value of such transferred accounts of a Participant
shall be fully vested and nonforfeitable.
	 
	 	 	 	The Trustee, upon direction from the Committee, may transfer any amount available
for distribution to a Participant hereunder by reason of termination of employment
to another trust forming part of a pension, profit sharing or stock bonus plan
maintained by such Participant’s new employer and represented by such employer in
writing as meeting the requirements of Code Section 401(a), provided that the trust
to which such transfer is to be made permits such transfers.





     4.06 Special Rules under USERRA. Notwithstanding any provision of this Plan to the contrary, contributions, benefits and
service credit with respect to qualified military service will be provided in accordance with Code
Section 414(u).



     4.07 Transfers from the MVG Union Plan. Notwithstanding any provisions of Section
4.05 to the contrary:




	 	(a)	 	Any Employee who becomes a Participant in this Plan and who has account
balances under the Atmos Energy Corporation Savings Plan for MVG Union Employees (the
“MVG Union Plan”) may elect, within 60 days of the date on which such Employee becomes
a Participant in this Plan, to have transferred from the MVG Union Plan to this Plan
said account balances. Said election shall be in accordance with the procedures
established by the Committee and communicated to said Participants in writing.
	 
	 	(b)	 	Amounts transferred pursuant to paragraph (a) above (i) that are attributable
to a deferred income account under the MVG Union Plan shall be held in the Salary
Reduction Contributions Account established under the Plan, and (ii) that are
attributable to a matching contributions account under the MVG Union Plan shall be held
in the Employer Contributions Account established under the Plan, and said amounts
shall be 100% vested upon such transfer.
	 
	 	(c)	 	Any amounts transferred to this Plan pursuant to paragraphs (a) above shall be
invested in the funds to which the Participant has directed the investment of his
Salary Reduction Contributions, or if no such direction has been given, then in the
Diversified Fund which constitutes a balanced fund of equity and fixed income.
Notwithstanding the foregoing provisions of this Section 4.07(c), any outstanding loan
under the MVG Union Plan of a Participant who elects a transfer as provided for in this
Section 4.07 shall be transferred in kind to the Plan and shall be maintained and
administered under Section 7.05 in accordance with the terms of said loans as in effect
at the time of said transfer.
	 
	 	(d)	 	If an Employee who is a Participant in this Plan (including Participants for
whom a transfer of account balances pursuant to this Section 4.07 previously has
occurred) thereafter ceases to be an Employee eligible to remain an active participant
in this Plan and such Participant becomes eligible to participate in the MVG Union
Plan, such




21









 






	 	 	 	Participant may not elect to transfer all of his account balances in this
Plan to the MVG Union Plan.





ARTICLE V.




ALLOCATIONS TO PARTICIPANTS’ ACCOUNTS



     5.01 Individual Accounts. The Committee shall
create and maintain adequate records to disclose the interest in the Trust of each Participant,
Former Participant and Beneficiary. Such records shall be in the form of individual accounts and
credits and charges shall be made to such accounts in the manner herein described. When
appropriate, a Participant shall have up to five separate accounts, an Employer Contributions
Account, a Salary Reduction Contributions Account, a Safeharbor Matching Contributions Account, an
Employee Contributions Account and, where applicable, a Matching Contributions Account. The
maintenance of individual accounts is only for accounting purposes, and a segregation of the assets
of the Trust Fund to each account shall not be required.



     5.02 Account Adjustments. The accounts of
Participants, Former Participants and Beneficiaries shall be adjusted in accordance with the
following:




	 	(a)	 	Income. The Income of the Trust Fund shall be allocated as follows:






	 	(1)	 	Company Stock. Subject to the provisions of Section
7.02(h) hereof, any cash dividends earned by Company Stock, and any Company
Stock received by the Trustee as a stock split or dividend or as a result of a
reorganization or other recapitalization of the Company, shall be allocated as
of each Valuation Date in the same manner as the Company Stock to which it is
attributable is then allocated. In addition, as of each Valuation Date, the
value of the Company Stock held in an account of a Participant, Former
Participant or Beneficiary shall, together with related unrealized gains and
losses, be noted on such account.
	 
	 	(2)	 	Diversified Investments. To the extent that the
accounts of a Participant are invested, pursuant to Section 7.04 hereof in the
Diversified Fund described in such Section 7.04, Income attributable to the
portion so invested (hereinafter, the “Diversified Portion”) shall be allocated
on the following basis: for each fund comprising the Diversified Fund, such
Income shall be allocated to the accounts of Participants, Former Participants
and Beneficiaries who had unpaid balances in the Diversified Portions of their
accounts invested in such fund on the Valuation Date in accordance with the
ratio of the Diversified Portions of each Participant’s account invested in
such fund on such Valuation Date to the Diversified Portions of all accounts
invested in such fund on such Valuation Date.






	 	(b)	 	Salary Reduction Contributions. The Employer contributions for a Plan
Year made on behalf of a Participant pursuant to Section 4.01 hereof shall be allocated
to the Participant’s Salary Reduction Contributions Account effective as of a date no
later than the last day of such Plan Year.
	 
	 	(c)	 	Safeharbor Matching Contributions. The Employer contributions for a
Plan Year made pursuant to Section 4.02 hereof on behalf of a Participant who is
eligible to receive an allocation of the Safeharbor Matching Contribution as described
in Sections 3.01(b) and




22









 






	 		 	4.02 hereof shall be allocated to the Participant’s Safeharbor Matching
Contributions Account effective as of a date no later than the last day of such Plan
Year.
	 
	 	(d)	 	Fixed Annual Company Contributions. The Employer contributions for a
Plan Year made pursuant to Section 4.03 hereof on behalf of a Participant who is
eligible to receive Fixed Annual Company Contributions as described in Sections 3.01(b)
and 4.03 hereof shall be allocated to the Participant’s Employer Contributions Account
effective as of a date no later than the last day of such Plan Year.
	 
	 	5.03	 	Maximum Additions.
	 
	 	(a)	 	Notwithstanding anything contained herein to the contrary, the total Additions
made to the Salary Reduction Account, Safeharbor Matching Contributions Account,
Employer Contributions Account and, if applicable, Matching Contributions Account of a
Participant for any Plan Year shall not exceed the lesser of:






	 	(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 (even though such Participant may not have been
a Participant for the entire 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.
	 
	 	(b)	 	For purposes of this Section 5.03, a Participant’s “total compensation” shall
mean:






	 	(1)	 	The sum of:






	 	(A)	 	All earned income, wages, salaries, fees for
professional service and other amounts received for personal services
actually rendered in the course of employment with his Employer and any
Affiliates, without regard to whether or not an amount is paid in cash,
(including, but not limited to, commissions paid salesmen, compensation
for services on the basis of a percentage of profits, commissions on
insurance premiums, tips, bonuses, fringe benefits, and reimbursements
or other expense allowances under a nonaccountable plan (as described
in Treasury Regulation Section 1.62-2(c)) which are actually paid or
made available to an Employee during the Year;
	 
	 	(B)	 	Any elective deferral (as defined in Code
Section 402(g)(3)) and any amount which is contributed or deferred by
the Employer at the election of the Participant and which is not
includable in the gross income of the Participant by reason of Code
Sections 125 or 457; and
	 
	 	(C)	 	Any elective amounts which are not includable
in the gross income of the Participant by reason of Code Section
132(f)(4).




23









 












	 	 	 	Payments made within 21/2 months after “severance from employment” (within the meaning
of Code Section 401(k)(2)(B)(i)(I)) will be included in “total compensation” if they
are payments that, absent a severance from employment, would have been paid to the
Employee while the Employee continued in the employment with the Employer and are
regular compensation for services during the Employee’s regular working hours,
compensation for services outside the Employee’s regular working hours(such as
overtime or shift differential), commissions, bonuses, or other similar
compensation, and payments for accrued bona fide sick, vacation or other leave, but
only if the Employee would have been able to use the leave if employment had
continued. Any payments not described above are not considered Compensation if paid
after severance from employment, even if they are paid within 21/2 months following
severance from employment, except for payments to an individual who does not
currently perform services for the Employer by reason of qualified military service
(within the meaning of Code Section 414(u)(1)) to the extent these payments do not
exceed the amounts the individual would have received if the individual had
continued to perform services for the Employer rather than entering qualified
military service.






	 	(2)	 	Total compensation shall exclude the following:






	 	(A)	 	Employer contributions to a plan of deferred
compensation to the extent that, prior to the application of the
limitations of Code Section 415 to the Plan, the contributions are not
included in the gross income of a Participant for the taxable year in
which contributed;
	 
	 	(B)	 	Employer contributions on behalf of a
Participant to a simplified employee pension plan under Code Section
219(b)(7) to the extent the contributions are deductible by the
Participant;
	 
	 	(C)	 	Any distributions from a plan of deferred
compensation other than an unfunded nonqualified plan of deferred
compensation, whether or not includable in the gross income of the
Participant when distributed;
	 
	 	(D)	 	Amounts realized from the exercise of a
nonqualified stock option, or when restricted stock (or property) held
by a Participant becomes freely transferable or is no longer subject to
a substantial risk of forfeiture;
	 
	 	(E)	 	Amounts realized from the sale, exchange or
other disposition of stock acquired under a qualified stock option; and
	 
	 	(F)	 	Other amounts which receive special tax
benefits, or contributions made by an Employer (whether or not under a
salary reduction agreement) for the purchase of an annuity contract
described in Code Section 403(b) (whether or not the contributions are
excludable from the gross income of the Participant).






	 	 	 	Notwithstanding the foregoing, total compensation shall not include any Compensation
in excess of Two Hundred Forty-Five Thousand Dollars ($245,000) or such larger
amount as results from the adjustment provided for in Code Section 401(a)(17)(B).
The adjustments under Code Section 401(a)(17)(B) in effect for a calendar year shall
apply to Compensation for the Plan Year beginning with or within such calendar year.




24









 






	 	(c)	 	If such Additions exceed the limitation set forth in Section 5.03(a) above,
such excess Additions shall be corrected in accordance with the applicable provisions
of Revenue Procedure 2006-27, or such subsequent guidance issued by the Internal
Revenue Service describing the Employee Plans Compliance Resolution System, or similar
correction program. In the event that any Participant in this Plan is also a
participant under any other defined contribution plan maintained by an Employer or an
Affiliate (whether or not terminated), the total amount of Additions to such
Participant’s accounts under all such defined contribution plans for the Year shall not
exceed the limitations set forth in Subsection 5.03(a) above. If such total amount of
Additions to a Participant’s accounts under all such defined contribution plans for the
Year does exceed the limitations set forth in Subsection 5.03(a) above, then the excess
Additions to such Participant’s accounts shall be corrected in accordance with this
Section 5.03(c).
	 
	 	(d)	 	Notwithstanding the foregoing, in the case of a Participant (i) who is
permanently and totally disabled (as provided in Code Section 415(c)(3)(C)), (ii) who
was not a Highly Compensated Employee immediately prior to becoming permanently and
totally disabled (as provided in Code Section 415(c)(3)(C)), and (iii) with respect to
whom the Company elects to have this Section 5.03(d) apply, the term “total
compensation” shall mean the compensation the Participant would have received for the
Plan Year if the Participant had been paid at the rate of compensation paid immediately
before becoming permanently and totally disabled, provided that such amount is greater
than the Participant’s total compensation would have been without the application of
this Section 5.03(d). Section 5.03(d) shall apply only to the extent that
contributions made with respect to amounts treated as total compensation under this
Section 5.03(d) are nonforfeitable when made.





     5.04 Top-Heavy Provisions. 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:




	 	(a)	 	Determination of Top-Heavy Status. 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”):






	 	(1) 	(A)	 	 The value of the sum of the ESOP portion or the Non-ESOP
portion (as the case may be) of the Employer Contributions Accounts (but
excluding rollover contributions made pursuant to Section 4.05 hereof, to the
extent permissible under applicable treasury regulations under Code Section
416), Salary Reduction Contributions Accounts, Safe harbor Matching
Contributions Accounts and, where applicable, Matching Contributions Accounts,
plus Employee Contributions 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), (c) and where
applicable (e)) 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 Contributions Accounts, Salary Reduction
Contributions Accounts, Safe harbor Matching Contributions Accounts and, where
applicable, Matching Contributions Accounts, plus Employee Contributions
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), (c) and




25









 






	 	 	 	where applicable (e)) of all
Participants and their Beneficiaries (the “60% Test”), or






	 	(B)	 	The applicable portion of the Plan is part of a
required aggregation group (within the meaning of Code Section
416(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 Employer Contributions Accounts, Safe harbor Matching
Contributions Accounts, Salary Reduction Contributions Accounts,
Employee Contributions Accounts and, where applicable, Matching
Contributions Accounts of individuals who are former Key Employees
shall not be taken into account and (ii) the value of the Employer
Contributions Accounts, Safe harbor Matching Contributions Accounts,
Salary Reduction Contributions Accounts, Employee Contributions
Accounts and, where applicable, Matching Contributions 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, the following
shall apply:






	 	(A)	 	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.”
	 
	 	(B)	 	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.






	 	(2)	 	Aggregation shall be determined as follows:






	 	(A)	 	Aggregation Group.






	 	(i)	 	Required Aggregation.
The term “aggregation group” means —






	 	(I)	 	each plan of the
Employer in which a key employee is a participant;




26









 






	 	(II)	 	each other plan
of the Employer which enables any plan described in
subclause (I) to meet the requirements of Code Sections
401(a)(4) or 410; and
	 
	 	(III)	 	any plan
terminated by the Employer within five years of the
determination date of the Plan Year in question that
would, but for the fact that it was terminated, be
described in subclause (I) or (II). For purposes of
Code Section 416, a terminated plan is one that has been
formerly terminated, has ceased crediting service for
benefit accruals and vesting, and has been or is
distributing all plan assets to participants or their
beneficiaries as soon as administratively feasible.






	 	(ii)	 	Permissive Aggregation.
The Employer may treat any plan not required to be included in
an aggregation group under clause (i) as being part of such
group if such group would continue to meet the requirements of
Code Sections 401(a)(4) and 410 with such plan being taken into
account.






	 	(B)	 	Top-Heavy Group. The term “top-heavy
group” means any aggregation group if:






	 	(i)	 	The sum (as of the determination
date) of:






	 	(I)	 	the present value
of the cumulative accrued benefits for key employees
under all defined benefit plans included in such group,
and
	 
	 	(II)	 	the aggregate of
the accounts of key employees under all defined
contribution plans included in such group,






	 	(ii)	 	Exceeds 60 percent of a similar
sum determined for all employees.






	 	(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:






	 	(i)	 	An officer of an Employer or an
Affiliate having annual compensation for the applicable Plan
Year greater than One Hundred Thirty Thousand Dollars
($130,000), as adjusted under Code Section 416(i)(1) for Plan
Years beginning after December 31, 2002.
	 
	 	(ii)	 	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




27









 






	 	 	 	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.
	 
	 	(iii)	 	A person who would be described
in Section 5.04 (a)(2) above if “one percent (1%)” were
substituted for “five percent (5%)” each place it appears in
said Section 5.04(a)(2), and whose aggregate annual compensation
from all Employers or Affiliates is more than One Hundred Fifty
Thousand Dollars ($150,000).
	 
	 	(iv)	 	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.






	 	(b)	 	Minimum Allocations. Notwithstanding the provisions of Section
5.02(b), (c) and, where applicable, (e), 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 Contributions Account, Employer Contributions Account and, where
applicable, Matching Contributions 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 Contributions Account, Safeharbor Matching Contributions Account, Employer
Contributions Account and, where applicable, Matching Contributions 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 $245,000 (as automatically increased in accordance with the
applicable treasury regulations); provided, however, that the requirement of this
Section 5.04(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.
	 
	 	 	 	Safeharbor Matching Contributions, if any, and 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
and 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 and Matching Contributions that are used to
satisfy the minimum contribution requirements shall be treated as Safeharbor
Matching Contributions and Matching Contributions for purposes of the actual
contribution percentage test and other requirements of Code Section 401(m).




28









 






	 	(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 Section 5.04(b) are determined by reference to 4%, in lieu of 3%, of total
compensation.
	 
	 	(d)	 	“Total Compensation” Defined. The term “total compensation” as used in
this Section 5.04 shall have the same meaning as that set forth in Section 5.03(b)
hereof.
	 
	 	(e)	 	Inapplicability of Top Heavy Plan Rules. The provisions of this
Section 5.04 and Code Section 416 shall not apply in any Plan Year 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).





ARTICLE VI.




BENEFITS



     6.01 Retirement or Disability. If a
Participant’s employment with his Employer is terminated at or after his normal retirement date, or
if his employment is terminated prior to his normal retirement date because of Disability, he shall
be entitled to receive the entire amount then in each of his accounts in accordance with Section
6.04. The “entire amount” in a Participant’s accounts at termination of employment shall include
any Employer contributions to be made pursuant to Sections 4.01, 4.02 and 4.03 for the Plan Year of
termination of employment but not yet allocated. If a Participant remains in employment after his
normal retirement date, he shall continue to be treated as an active Participant hereunder. For
purposes of this Plan, the term “normal retirement date” means, with respect to a Participant, the
first day of the month coincident with, or immediately following, his attainment of age sixty-five
(65).



     6.02 Death. In the event that the termination of employment
of a Participant is caused by his death, the entire amount then in each of his accounts shall be
paid to his Beneficiary in accordance with Section 6.04 after receipt by the Committee of
acceptable proof of death. The “entire amount” in a Participant’s accounts at termination of
employment shall include any Employer contributions to be made pursuant to Sections 4.01, 4.02 and
4.03 for the Plan Year of termination of employment but not yet allocated. If a Participant dies
while performing qualified military service (as defined in section 414(u) of the Code), the
Participant’s Beneficiary shall be entitled to receive any additional benefits (other than benefit
accruals relating to the period of qualified military service) provided under the Plan had the
Participant resumed and then terminated employment on account of death.




	 	6.03	 	Termination for Other Reasons .






	 	(a)	 	Entitlement to Benefits. If a Participant’s employment with his
Employer is severed or terminated before his normal retirement date for any reason
other than Disability or death, the Participant shall be entitled to receive the entire
vested amount then in each of his accounts other than his Fixed Annual Company
Contributions Portion and, if at the time of such severance or termination of
employment he has completed three (3) years of Vesting Service, the entire vested
amount in his Fixed Annual Company Contributions Portion, all in accordance with
Section 6.04. The entire vested or unvested amount in a




29









 






	 	 	 	Participant’s accounts at
severance from employment shall include any Employer contributions to be made pursuant
to Sections 4.01, 4.02 and 4.03 for the Plan Year of severance from employment but not
yet allocated. For purposes of this Section 6.03, termination or severance of
employment does not include an Employee becoming classified as a Leased Employee (as
defined in Section 2.01(l)). If a Participant’s employment with his Employer is
severed or terminated before his normal retirement date for any reason other than
Disability or death, and before he has completed three (3) years of Vesting Service,
his Fixed Annual Company Contributions Portion shall be forfeited as provided in
Section 6.03(f) hereof.
	 
	 	(b)	 	Definition of Years of Vesting Service. A Participant’s years of
Vesting Service for vesting of his Fixed Annual Company Contributions Portion shall be
determined on the basis of his period of Service as follows:






	 	(1)	 	Vesting Service Prior to the Effective Date. For an
Employee as of the Effective Date, the Employee’s years of Vesting Service
shall be equal to his years of Service prior to the Effective Date as
determined under the Prior Plan.
	 
	 	(2)	 	Vesting Service On and After the Effective Date. On
and after the Effective Date, an Employee shall accrue a year of Vesting
Service for each consecutive twelve (12)-month vesting computation period
during which he completes at least one thousand (1,000) Hours of Employment.
His vesting computation period shall begin on his Employment Commencement Date
and on each anniversary of his Employment Commencement Date.






	 	(c)	 	Determination of Years of Vesting Service. All years of Vesting
Service (whether or not continuous) shall be taken into account, except as follows:






	 	(1)	 	Years of Vesting Service with any Employer or any Affiliate
during a period for which such Employer or Affiliate did not maintain the Plan
or a predecessor plan. For purposes of this paragraph, a “predecessor plan” is
a plan which meets the definition of a predecessor plan set forth in Section
1.411(a)-5(b)(3)(v)(B) of the Income Tax Regulations.
	 
	 	(2)	 	Years of Vesting Service not taken into account in accordance
with Section 6.03(d) hereof.






	 	(d)	 	Breaks in Service. Except as otherwise provided in Section 6.03(c),
and subject to the provisions of Section 6.03(g), years of Vesting Service shall be
disregarded as follows:






	 	(1)	 	In the case of any Participant who suffers a termination of
employment and who has a One-Year Break in Service, years of Vesting Service
before such break shall not be taken into account until such Participant has
completed a year of Vesting Service after such break.
	 
	 	(2)	 	In the case of any Participant who has at least five (5)
consecutive One-Year Breaks in Service, years of Vesting Service after such
five (5)-year period shall not be taken into account for purposes of
determining the vested amount in his Fixed Annual Company Contributions Portion
which accrued prior to such five (5)-year period. However, years of Vesting
Service accrued both before and after such five (5)-year period will count for
purposes of determining the vested






30











 






	 	 	 	amount in his Fixed Annual Company Contributions Portion which accrues after such five
(5)-year period.






	 	(e)	 	Definition of One-Year Break in Service.






	 	(1)	 	A “One-Year Break in Service” shall mean a twelve
(12)-consecutive month period beginning on the Participant’s Severance from
Service Date (as defined in Section 2.01(hh)) and ending on the anniversary of
such date, provided the Employee has five hundred (500) or fewer Hours of
Employment during such twelve (12)-consecutive month computation period.
	 
	 	(2)	 	Solely for purposes of determining whether a Participant has a
One-Year Break in Service, Hours of Employment shall include hours during which
an Employee is first absent from work for any period solely for one of the
following reasons: (1) by reason of (a) the Participant’s pregnancy, (b) the
birth of the Participant’s child, (c) the placement of a child with the
Participant in connection with the adoption of such child by the Participant,
or (2) for the purpose of caring for such child for a period beginning
immediately following such birth or placement. Hours of Employment shall be
credited for purposes of this Section to the computation period in which such
absence from work begins, provided crediting of such Hours of Employment in
such computation period would prevent the Participant from incurring a One-Year
Break in Service in such computation period solely because of the crediting of
hours in such computation period. In any other case, Hours of Employment shall
be credited for purposes of this Section to the immediately following
computation period. The Hours of Employment credited for purposes of this
Section shall be those hours which otherwise normally would have been credited
but for such absence, or, in any case in which the Committee is unable to
determine the hours normally credited, Hours of Employment shall be calculated
on the basis of the schedule of equivalent hours set forth in Section 2.01(u),
if any, or if not, on the basis of eight (8) Hours of Employment for each
workday of such absence. The total number of Hours of Employment required to
be credited for any absence described in this Section shall not exceed five
hundred one (501). Notwithstanding the foregoing provisions of this Section,
no Hours of Employment credit shall be given pursuant to this Section unless
the Participant furnishes the Committee with such information as the Committee
shall require to establish: (A) that the absence from work was solely for the
reasons referred to herein, and (B) the number of days for which there was such
an absence.
	 
	 	(3)	 	In addition, notwithstanding any of the foregoing provisions to
the contrary, any period of unpaid Family Medical Leave Act (“FMLA”) leave
shall not be treated as or counted toward a One-Year Break in Service for
purposes of vesting of benefits hereunder.






	 	(f)	 	Forfeiture of Nonvested Fixed Annual Company Contributions Portion.






	 	(1)	 	If a Participant who is not vested in his Fixed Annual Company
Contributions Portion has a termination of employment and receives a
distribution of the vested amount in his other Accounts as provided for in this
Section 6.03 and Section 6.04(a) on or prior to the close of the second Plan
Year following the Plan Year in which such termination of employment occurs,
the amount in his Fixed




31









 






	 	 	 	Annual Company Contributions Portion shall be forfeited as of the date on
which such Participant receives such cash-out distribution (the amount so
forfeited shall sometimes be referred to as the “Forfeiture”) and shall be
allocated to a forfeiture account in the Plan.






	 	(2)	 	If a Participant who is not vested in his Fixed Annual Company
Contributions Portion has a termination of employment and has not received a
distribution of the vested amount in his other Accounts as provided for in
Sections 6.03 and 6.04(a) hereof on or prior to the close of the second Plan
Year following the Plan Year in which such termination of employment occurs,
the amount in his Fixed Annual Company Contributions Portion shall be forfeited
as of the earlier of: (a) the last day of the computation period in which such
Participant has incurred five (5) consecutive One-Year Breaks in Service, or
(b) the date on which such Participant receives his distribution.
	 
	 	(3)	 	If a Participant who is not vested in his Fixed Annual Company
Contributions Portion has a termination of employment and has not received a
distribution of the vested amount in his other Accounts as provided for in
Sections 6.03 and 6.04(a) hereof on or prior to the close of the second Plan
Year following the Plan Year in which such termination of employment occurs,
and is reemployed prior to incurring five (5) consecutive One-Year Breaks in
Service, such Participant shall not forfeit his Fixed Annual Company
Contributions Portion, and such Portion shall be restored as provided in
Section 6.03(g) hereof.
	 
	 	(4)	 	Any Forfeiture pursuant to this Section 6.03(f) shall be
deducted from the Non-ESOP portion (as defined in Section 7.02 hereof) of the
Participant’s Fixed Annual Company Contributions Portion, so long as there are
amounts in such Portion, and thereafter shall be deducted from the ESOP portion
(as defined in Section 7.02 hereof) of the Participant’s Fixed Annual Company
Contributions Portion. If interests in more than one class of Company Stock
have been allocated to the ESOP portion of such Portion, the forfeiture will be
made in the same proportion of each such class of Company Stock.
	 
	 	(5)	 	Forfeitures pursuant to this Section 6.03(f) hereof allocated
to a forfeiture account in the Plan shall be applied first to fund any
restorations of Forfeitures pursuant to Section 6.03(g) hereof, and thereafter
shall be applied to reduce the amount of Fixed Annual Company Contributions
made pursuant to Section 4.03 hereof.






	 	(g)	 	Restoration of Forfeited Fixed Annual Company Contributions Portion.






	 	(1)	 	In the event a Participant who has received a distribution of
the vested amount in all of his Accounts other than his Fixed Annual Company
Contributions Portion in accordance with Section 6.03(f)(1) hereof is
reemployed by an Employer prior to the date on which such Participant has
incurred five (5) consecutive One-Year Breaks in Service, his Forfeiture
(without adjustment for any subsequent gains or losses in the Trust Fund) shall
be restored to such Fixed Annual Company Contributions Portion. Upon the
restoration of a Fixed Annual Company Contributions Portion as provided herein,
the vested amount in such Fixed Annual Company Contributions Portion shall
thereafter be determined in




32









 






	 	 	 	accordance with the provisions of this Section 6.03 without regard to such
Participant’s original termination of employment.






	 	(2)	 	The restoration of a Participant’s Fixed Annual Company
Contributions Portion as provided for in Section 6.03(g)(1) above, shall be
made from the Forfeitures which occurred during the Plan Year of such
restoration before any use of such Forfeitures as otherwise provided in
Subsection 6.03(f)(5) hereof. Should such Forfeitures be insufficient to
restore the aggregate amounts in Fixed Annual Company Contributions Portions
which were forfeited pursuant to Section 6.03(f) hereof and are owing to
Participants under Section 6.03(g)(1) above, the additional amount necessary
for restoration shall be contributed by the Employer employing the applicable
Participant as a special contribution to be specially allocated to the Fixed
Annual Company Contributions Portion for such Participant.





     6.04 Payments of Benefits. The following provisions shall apply with respect to the
method and timing of benefit payments hereunder:




	 	(a)	 	General. Payment of a Participant’s benefits shall commence as soon as
practicable after the date on which the Committee determines the final balances in such
Participant’s accounts; provided, however, that the Participant must consent to a
distribution prior to the date specified below if the value of his account balances
exceeds $5,000.
	 
	 	(b)	 	Required Distributions.






	 	(1)	 	Payment of a Participant’s benefits must commence no later than
the earlier of (i) the Participant’s Required Beginning Date (defined below);
or (ii) unless the Participant elects a later date (which can be no later than
the Participant’s Required Beginning Date), the 60th day after the latest of
the close of the Plan Year in which the Participant terminates employment due
to attainment of normal retirement, Disability or death or which is the fifth
Plan Year following the Plan Year in which the Participant otherwise terminates
employment; or (iii) unless the Participant elects a later date (but not later
than the Participant’s Required Beginning Date), the 60th day after the latest
of the close of the Plan Year in which the Participant attains age sixty-five
(65), in which occurs the date ten years after the date the Participant first
commenced Participation in the Plan, or in which the Participant incurs a
Severance from Service.
	 
	 	(2)	 	The definition of “Required Beginning Date” is as follows:






	 	(A)	 	The “Required Beginning Date” of a five percent
owner, as described in Section 5.04(a)(2)(C)(3), hereof is the later of
(i) April 1 of the calendar year following the calendar year in which
he attains age seventy and one-half (70-1/2), or (ii) the last day of
the calendar year with or within which ends the Plan Year in which the
Participant becomes a five percent owner.
	 
	 	(B)	 	The “Required Beginning Date” of a Participant
who is not a five percent owner is the April 1 of the calendar year
immediately following the later of (i) the calendar year in which he
attains age seventy and one-half




33









 






	 	 	 	(70-1/2), or (ii) the calendar year in which he incurs a Severance
from Service.






	 	(C)	 	Notwithstanding the foregoing, a Participant
who is not a five percent owner and who attains age seventy and
one-half (70-1/2) prior to calendar year 1999 shall have the right to
elect the commencement of his benefits on April 1 of the calendar year
following the calendar year in which he attains such age and each
subsequent year. A Participant who is not a five percent owner and who
currently is receiving benefit payments solely because of the
attainment of age seventy and one-half (70-1/2) prior to calendar year
1997 shall have the right to elect the suspension of such benefit
payments until the date specified in the first sentence of this
paragraph. Any such election shall be made at such time and in such
manner as the Committee shall determine in a nondiscriminatory manner.






	 	(c)	 	Early Distributions. Except as otherwise provided in Section 6.04(e)
hereof, a benefit payment to a Participant prior to his attainment of age 59-1/2 shall
require the Participant’s approval, prior to which the Participant shall have been
advised by the Committee that an additional income tax may be imposed equal to ten
percent (10%) of the portion of the amount so received which is included in his gross
income for the taxable year of receipt, unless the distribution qualifies for one of
the exceptions from the ten percent (10%) tax contained in the Code.
	 
	 	(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 Section 6.04(g) below, a Participant’s benefits shall be distributed in a single
lump sum or any Participant, Former Participant or Beneficiary who does not have a Plan
loan (pursuant to Section 7.05 hereof) outstanding may elect at any time and from time
to time to take one or more partial distributions of his or her Plan benefit, in
accordance with uniform and nondiscriminatory procedures established by the Committee.
Any such partial distributions shall be subject to the minimum distribution rules set
forth in Section 6.04(h) hereof.
	 
	 	 	 	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 greater of (i) five (5)
years, or (ii) in the case of a Participant whose accounts consisting of Company
Stock acquired after 1986 exceed $800,000 (as adjusted from time to time by the
Secretary of the Treasury pursuant to Code Section 409(o)(2) to reflect
cost-of-living adjustments), five (5) years, plus an additional one (1) year (up to
an additional five (5) years) for each $160,000 (as adjusted from time to time by
the Secretary of the Treasury pursuant to Code Section 409(o)(2) to




34









 






	 	 	 	reflect cost-of-living adjustments) or fraction thereof by which the balance exceeds
$800,000 (as adjusted from time to time by the Secretary of the Treasury pursuant to
section 409(o)(2) of the Code to reflect cost-of-living adjustments).






	 	(e)	 	Distribution of Small Amounts. Notwithstanding any provisions of this
Section 6.04 to the contrary, a Participant’s benefits hereunder shall in all events be
paid in a lump sum, without the consent of the Participant, if the value of said
benefits does not exceed $5,000. If a Participant is entitled to receive a lump sum
distribution in accordance with the provisions of this paragraph (3) that is greater
than one thousand dollars ($1,000), and does not require the consent of the
Participant, and such Participant either (i) does not elect to have such distribution
transferred in a direct rollover pursuant to the provisions of Section 6.04(f), or (ii)
does not elect to receive such distribution directly, then such distribution shall be
transferred in a direct rollover to an individual retirement plan designated by the
Committee.
	 
	 	(f)	 	Direct Rollovers. Notwithstanding any provision of the Plan to the
contrary that would otherwise limit a distributee’s election under this Section, a
distributee may elect, at the time and in the manner prescribed by the Committee, to
have any portion of an eligible rollover distribution paid directly to an eligible
retirement plan specified by the distributee in a direct rollover. For purposes of this
Section 6.04(f), the following definitions shall apply.






	 	(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) any hardship distribution described in Code Section 401(k)(2)(B)(i)(IV),
and (v) any in-service distribution made on account of hardship, if such
hardship distributions are permitted under the Plan. 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
described 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.
	 
	 	(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), an eligible plan under Code Section
457(b) which is maintained by a state, political subdivision of a state and
which agrees to account




35









 






	 	 	 	separately for amounts transferred into such plan from this Plan, or a Roth
individual retirement annuity described in Section 408A(b). 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. Notwithstanding the foregoing definition of “eligible
retirement plan”, if the distributee is a designated Beneficiary who is not
the surviving spouse of the deceased Participant, “Eligible retirement plan”
shall mean only an individual retirement account described in Code Section
408(a) , an individual retirement annuity described in Code Section 408(b),
or a Roth individual retirement annuity a Roth individual retirement annuity
described in Section 408A(b) that is established in the name of the deceased
Participant for the benefit of the such designated Beneficiary.
	 
	 	(3)	 	“Distributee” means the Participant and, with respect to the
interest of such spouse or former spouse, the Participant’s surviving spouse
and the Participant’s spouse or former spouse who is the alternate payee under
a qualified domestic relations order, as defined in Code Section 414(p).
Distributee shall also mean a designated Beneficiary who is not the surviving
spouse or former spouse who is the alternate payee under a qualified domestic
relations order, as defined in Code Section 414(p).
	 
	 	(4)	 	“Direct rollover” is a payment by the Plan to the eligible
retirement plan specified by the distributee.






	 	(g)	 	Special Distribution Rules for Certain Participants.






	 	(1)	 	Notwithstanding the preceding provisions of this Section 6.04,
Participants with account balances which were transferred from the SEC Plan may
elect to receive distribution of their benefits (i) in monthly installments
over a period equal to the shorter of one hundred twenty (120) months or the
applicable life expectancy of the Participant or the Participant’s spouse, or
(ii) in installment payments of a fixed amount, such payments to be made until
exhaustion of the Participant’s Account balances under the Plan.
	 
	 	(2)	 	Notwithstanding the preceding provisions of this Section 6.04,
Participants with account balances which were transferred from the Mississippi
Valley Gas Company Savings Plan may elect, in addition to the lump sum and
partial distribution options, to receive distribution of their benefits by
payment of the amount in single sums, on the dates and in the amounts selected
by the Participant (subject to a minimum for any single distribution of one
hundred dollars ($100.00). This provision shall not be construed to allow
automatic installment distributions.
	 
	 	(3)	 	If the Participant’s interest is to be distributed in other
than a lump sum, the minimum distribution rules set forth in Section 6.04(h)
hereof shall apply on or after the Required Beginning Date.




36









 












	 	(h)	 	Minimum Distribution Requirements.






	 	(1)	 	General Rules.






	 	(A)	 	Effective Date. The provisions of this
Section 6.04(h) will apply for purposes of determining the minimum
required distributions.
	 
	 	(B)	 	Precedence. The requirements of this
Section 6.04(h) will take precedence over any inconsistent provisions
of the Plan.
	 
	 	(C)	 	Requirements of Treasury Regulations
Incorporated. All distributions required under this Section
6.04(h) will be determined and made in accordance with the Section
1.401(a)(9)-1 through 9 of the Treasury Regulations.






	 	(2)	 	Time and Manner of Distribution.






	 	(A)	 	Required Beginning Date. The
Participant’s entire interest will be distributed, or begin to be
distributed, to the Participant no later than the Participant’s
Required Beginning Date.
	 
	 	(B)	 	Death of Participant Before Distributions
Begin. If the Participant dies before distributions begin, the
Participant’s entire interest will be distributed, or begin to be
distributed, no later than as follows:






	 	(i)	 	If the Participant’s surviving
spouse is the Participant’s sole Designated Beneficiary, then,
distributions to the surviving spouse will begin by December 31
of the calendar year immediately following the calendar year in
which the Participant died, or by December 31 of the calendar
year in which the Participant would have attained age 70-1/2, if
later.
	 
	 	(ii)	 	If the Participant’s surviving
spouse is not the Participant’s sole Designated Beneficiary,
then, distributions to the Designated Beneficiary will begin by
December 31 of the calendar year immediately following the
calendar year in which the Participant died.
	 
	 	(iii)	 	If there is no Designated
Beneficiary as of September 30 of the year following the year of
the Participant’s death, the Participant’s entire interest will
be distributed by December 31 of the calendar year containing
the fifth (5th) anniversary of the Participant’s death.
	 
	 	(iv)	 	If the Participant’s surviving
spouse is the Participant’s sole Designated Beneficiary and the
surviving spouse dies after the Participant, but before
distributions to the surviving spouse begin, this Section
6.04(h)(2)(B), other than Section 6.04(h)(2)(B)(i) above, will
apply as if the surviving spouse were the Participant.




37









 






	 	 	 	For purposes of Section 6.04(h)(2)(B) above, and Section 6.04(h)(4),
unless Section 6.04(h)(2)(B)(iv) above applies, distributions are
considered to begin on the Participant’s Required Beginning Date. If
Section 6.04(h)(2)(B)(iv) above applies, distributions are considered
to begin on the date distributions are required to begin to the
surviving spouse under Section 6.04(h)(2)(B)(i) above. If
distributions under an annuity purchased from an insurance company
irrevocably commence to the Participant before the Participant’s
Required Beginning Date (or to the Participant’s surviving spouse
before the date distributions are required to begin to the surviving
spouse under Section 6.04(h)(2)(B)(i) above), the date distributions
are considered to begin is the date distributions actually commence.






	 	(C)	 	Forms of Distribution. Unless the
Participant’s interest is distributed in the form of a single sum on or
before the Required Beginning Date, as of the first Distribution
Calendar Year distributions will be made in accordance with Sections
6.04(h)(3) and (4). If the Participant’s interest is distributed in
the form of an annuity purchased from an insurance company,
distributions thereunder will be made in accordance with the
requirements of Code Section 401(a)(9) and the Treasury Regulations
issued thereunder.






	 	(3)	 	Minimum Required Distribution During Participant’s
Lifetime.






	 	(A)	 	Amount of Required Minimum Distribution for
Each Distribution Calendar Year. During the Participant’s
lifetime, the minimum amount that will be distributed for each
Distribution Calendar Year is the lesser of:






	 	(i)	 	the quotient obtained by dividing
the Participant’s Account Balance by the distribution period in
the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9,
Q&A-2, of the Treasury Regulations, using the Participant’s age
as of the Participant’s birthday in the Distribution Calendar
Year; or
	 
	 	(ii)	 	if the Participant’s sole
Designated Beneficiary for the Distribution Calendar Year is the
Participant’s spouse, the quotient obtained by dividing the
Participant’s Account Balance by the number in the Joint and
Last Survivor Table set forth in Section 1.401(a)(9)-9 of the
Treasury Regulations, using the Participant’s and spouse’s
attained ages as of the Participant’s and spouse’s birthdays in
the Distribution Calendar Year.






	 	(B)	 	Lifetime Required Minimum Distributions
Continue Through Year of Participant’s Death. Minimum required
distributions will be determined under this Section 6.04(h)(3)
beginning with the first Distribution Calendar Year and up to and
including the Distribution Calendar Year that includes the
Participant’s date of death.




38









 












	 	(4)	 	Minimum Required Distributions After Participant’s
Death.






	 	(A)	 	Death on or after date distributions begin.






	 	(i)	 	Participant Survived by
Designated Beneficiary. If the Participant dies on or after
the date distributions begin and there is a Designated
Beneficiary, the minimum amount that will be distributed for
each Distribution Calendar Year after the year of the
Participant’s death is the quotient obtained by dividing the
Participant’s Account Balance by the longer of the remaining
Life Expectancy of the Participant or the remaining Life
Expectancy of the Participant’s Designated Beneficiary,
determined as follows:






	 	(I)	 	The Participant’s
remaining Life Expectancy is calculated using the age of
the Participant in the year of death, reduced by one for
each subsequent year.
	 
	 	(II)	 	If the
Participant’s surviving spouse is the Participant’s sole
Designated Beneficiary, the remaining Life Expectancy of
the surviving spouse is calculated for each Distribution
Calendar Year after the year of the Participant’s death
using the surviving spouse’s age as of the spouse’s
birthday in that year. For Distribution Calendar Years
after the year of the surviving spouse’s death, the
remaining Life Expectancy of the surviving spouse is
calculated using the age of the surviving spouse as of
the spouse’s birthday in the calendar year of the
spouse’s death, reduced by one for each subsequent
calendar year.
	 
	 	(III)	 	If the
Participant’s surviving spouse is not the Participant’s
sole Designated Beneficiary, the Designated
Beneficiary’s remaining Life Expectancy is calculated
using the age of the Beneficiary in the year following
the year of the Participant’s death, reduced by one for
each subsequent year.






	 	(ii)	 	No Designated
Beneficiary. If the Participant dies on or after the date
distributions begin and there is no Designated Beneficiary as of
September 30 of the year after the year of the Participant’s
death, the minimum amount that will be distributed for each
Distribution Calendar Year after the year of the Participant’s
death is the quotient obtained by dividing the Participant’s
Account Balance by the Participant’s remaining Life Expectancy
calculated using the age of the Participant in the year of
death, reduced by one for each subsequent year.




39









 












	 	(B)	 	Death before date distributions begin






	 	(i)	 	Participant Survived by
Designated Beneficiary. If the Participant dies before the
date distributions begin and there is a Designated Beneficiary,
the minimum amount that will be distributed for each
Distribution Calendar Year after the year of the Participant’s
death is the quotient obtained by dividing the Participant’s
Account Balance by the remaining Life Expectancy of the
Participant’s Designated Beneficiary, determined as provided in
Section 6.04(h)(4)(A) above.
	 
	 	(ii)	 	No Designated
Beneficiary. If the Participant dies before the date
distributions begin and there is no Designated Beneficiary as of
September 30 of the year following the year of the Participant’s
death, distribution of the Participant’s entire interest will be
completed by December 31 of the calendar year containing the
fifth anniversary of the Participant’s death.
	 
	 	(iii)	 	Death of Surviving Spouse
Before Distributions to Surviving Spouse Are Required to
Begin. If the Participant dies before the date
distributions begin, the Participant’s surviving spouse is the
Participant’s sole Designated Beneficiary, and if the surviving
spouse dies before distributions are required to begin to the
surviving spouse under Section 6.04(h)(2)(B)(i), this Section
6.04(h)(4)(B) will apply as if the surviving spouse were the
Participant.






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






	 	(A)	 	“Designated Beneficiary” means the individual
who is designated as the Beneficiary under Section 6.05 of the Plan and
is the Designated Beneficiary under Code Section 401(a)(9) and Section
1.401(a)(9)-4, Q&A-1, of the Treasury Regulations.
	 
	 	(B)	 	“Distribution Calendar Year” shall mean a
calendar year for which a minimum distribution is required. For
distributions beginning before the Participant’s death, the first
Distribution Calendar Year is the calendar year immediately preceding
the calendar year which contains the Participant’s Required Beginning
Date. For distributions beginning after the Participant’s death, the
first Distribution Calendar Year is the calendar year in which
distributions are required to begin under Section 6.04(h)(2)(B) above.
The minimum required distribution for the Participant’s first
Distribution Calendar Year will be made on or before the Participant’s
Required Beginning Date. The minimum required distribution for other
Distribution Calendar Years, including the minimum required
distribution for the Distribution Calendar Year in which the
Participant’s Required Beginning Date occurs, will be made on or before
December 31 of that Distribution Calendar Year.




40









 






	 	(C)	 	“Life Expectancy” shall mean the Life
Expectancy as computed by use of the Single Life Table in Section
1.401(a)(9)-9 of the Treasury Regulations.
	 
	 	(D)	 	“Participant’s Account Balance” shall mean the
balances in the Participant’s various accounts under the Plan as of the
last Valuation Date in the calendar year immediately preceding the
Distribution Calendar Year (“valuation calendar year”) increased by the
amount of any contributions made and allocated or any forfeitures
allocated to the account balances as of dates in the valuation calendar
year after the Valuation Date and decreased by distributions made in
the valuation calendar year after the Valuation Date. The account
balances for the valuation calendar year include any amounts rolled
over or transferred to the Plan either in the valuation calendar year
or in the Distribution Calendar Year if distributed or transferred in
the valuation calendar year.
	 
	 	(E)	 	“Required Beginning Date” shall mean the date
specified in Section 6.04(b)(2) of the Plan.






	 	6.05	 	Designation of Beneficiary.
	 
	 	(a)	 	Each Participant from time to time may designate any person or persons (who may
be designated contingently or successively and who may be an entity other than a
natural person) as his Beneficiary or Beneficiaries to whom his Plan benefits will be
paid if he dies before receipt of all such benefits. Each Beneficiary designation shall
be on a form prescribed by the Committee and will be effective only when filed with the
Committee during the Participant’s lifetime. Each Beneficiary designation filed with
the Committee will cancel all Beneficiary designations previously filed with the
Committee. Except as otherwise provided below, the revocation of a Beneficiary
designation, no matter how effected, shall not require the consent of any designated
Beneficiary.
	 
	 	(b)	 	If a Participant fails to designate a Beneficiary in the manner provided above,
or if the Beneficiary designated by a deceased Participant dies before him or before
complete distribution of the Participant’s benefits, the Committee shall direct the
Trustee to distribute such Participant’s benefits (or the balance thereof) to his
surviving spouse or, if he has no surviving spouse, to his children, if any, per
stirpes, or, if he has no children, to his estate.
	 
	 	(c)	 	Notwithstanding any provision to the contrary herein contained, the designation
by a married Participant of a Beneficiary other than his spouse shall require the
written and notarized consent of such spouse. The consent must name the designated
Beneficiary or Beneficiaries who are to be the recipients) of the Participant’s
benefits. The spouse’s consent must acknowledge the effect of the election and be
witnessed by a notary public.
	 
	 	6.06	 	In-Service Withdrawals.
	 
	 	(a)	 	From Salary Reduction Contributions Account and Safeharbor Matching
Contributions Account. No amounts may be withdrawn by a Participant from his
Salary Reduction Contributions Account or his Safeharbor Matching Contributions Account
prior to termination of employment with the Employers except in accordance with the
following:






41












 






	 	(1)	 	If the Participant elects a withdrawal from his or her
Salary Reduction Contributions Account prior to the date on which he or she
attains age 59-1/2, such withdrawal (i) may not include any earnings accrued
after 1988 and (ii) will require the consent of the Committee. Such consent
shall be given only if the Participant is able to demonstrate a financial
hardship. The Committee will determine that the Participant has properly
demonstrated financial hardship only if the Participant demonstrates both the
existence of an immediate and heavy financial need of the Participant and that
the distribution is necessary to satisfy such immediate and heavy financial
need. Hardship distributions are subject to the spousal consent requirements
contained in Code Sections 401(a)(11) and 417, if applicable.
	 
	 	 	 	The Committee will determine that the Participant has properly demonstrated
financial hardship only if the Participant demonstrates that the purpose of
the withdrawal is to meet immediate and heavy financial needs, the amount of
the withdrawal does not exceed such financial needs, and the amount of the
withdrawal is not reasonably available from other resources. The
Participant will be considered as having demonstrated that the purpose of
the withdrawal is to meet his or her immediate and heavy financial needs
only if he or she represents that the distribution is on account of:






	 	(A)	 	Expenses for (or necessary to obtain) medical
care that would be deductible under Code Section 213(d) (determined
without regard to whether the expenses exceed 7.5% of adjusted gross
income), including expenses for (or necessary to obtain) medical care,
as defined in Code Section 2.13(d) for a Participant’s designated
Beneficiary;
	 
	 	(B)	 	The purchase (excluding mortgage payments) of a
principal residence for the Participant;
	 
	 	(C)	 	Payment of tuition, related educational fees
and room and board expenses for up to the next twelve (12) months of
post-secondary education for the Participant, the Participant’s
designated Beneficiary, or such Participant’s spouse, children or
dependents (as defined in Code Section 152 without regard to Code
Section 152(b)(1), (b)(2) and (d)(1)(B));
	 
	 	(D)	 	Payments necessary to prevent the eviction of
the Participant from, or a foreclosure on the mortgage of the
Participant’s principal residence;
	 
	 	(E)	 	Payment for a funeral or burial expenses for
the Participant’s deceased parent, deceased designated Beneficiary,
spouse, child or dependent (as defined in Code Section 152 without
regard to Code Section 152(b)(1), (b)(2) and (d)(1)(B)); or
	 
	 	(F)	 	Payment for expenses to repair damage to the
Participant’s principal residence that would qualify for a casualty
loss deduction under Code Section 165 (determined without regard to
whether the loss exceeds ten percent (10%) of adjusted gross income.




42









 












	 	 	 	Moreover, the Participant will be considered as having demonstrated that the
amount of the withdrawal is unavailable from his or her other resources and
in an amount not in excess of that necessary to satisfy his or her immediate
and heavy financial needs if the Participant represents that:






	 	(A)	 	The distribution is not in excess of the amount
of his or her immediate and heavy financial needs, and
	 
	 	(B)	 	The Participant has obtained all distributions,
other than hardship distributions, and all nontaxable loans currently
available to him or her under all plans currently maintained by the
Employers, including electing to receive all dividends to the extent
currently available under Section 7.02(f) hereof.






	 	 	 	Notwithstanding any Plan provision to the contrary, the Committee may treat
an immediate and heavy financial need as not capable of being relieved from
other resources that are reasonably available to the Participant, if the
Committee relies upon the Participant’s representation (made in writing or
in such other form as may be prescribed by the Committee and that complies
with the requirements of Treasury Regulations Section
1.401(k)-1(d)(3)(iv)(C)), unless the Committee has actual knowledge to the
contrary.
	 
	 	 	 	In the event of any withdrawal by a Participant pursuant to this Section
6.01(a)(1), such withdrawal shall terminate such Participant’s Salary
Reduction Contributions under Section 4.01 and his or her right to make
contributions under all other employee plans maintained by the Employer
until 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 Section 6.01(a)(1) may be made at any time but not more
frequently than once each calendar year.






	 	(2)	 	Withdrawals made from a Participant’s Safeharbor Matching
Contributions Account may not occur on account of financial hardship.
	 
	 	(3)	 	If the Participant elects a withdrawal on or after the date on
which he attains age 59-1/2, such a withdrawal will not require the consent of
the Committee.
	 
	 	(4)	 	Any withdrawal by a Participant may not exceed the balance then
credited to his Salary Reduction Contributions Account and/or Safeharbor
Matching Contributions Account. All withdrawal elections shall be made by a
Participant on written forms supplied by the Committee for that purpose.






	 	(b)	 	From Employer Contribution, Matching Contribution and Employee
Contributions Accounts. On any January 1, a Participant may elect to withdraw any
amount allocated to his Employer Contributions Account other than his Fixed Annual
Company Contributions Portion, but with respect to the amounts in such Account subject
to withdrawal, other than amounts attributable to rollover contributions, such
withdrawal is permitted only to the extent that such amounts were allocated and paid to
such Account under this Plan or the Prior Plan at least two (2) years prior to
withdrawal. A Participant may withdraw any amount allocated to his Employer
Contributions Account other than his Fixed Annual Company Contributions Portion and may
withdraw any amount allocated to his Matching Contributions Account, if any, at any
time if such Participant




43









 






	 	 	 	properly demonstrates a financial hardship as described in Section 6.06(a)(1)
hereof, or after the Participant attains age 59-1/2. A Participant may withdraw the
entire (but not less than the entire) amount allocated to his Employee Contributions
Account, if any, at any time. A Participant shall not cease to be a Participant
under the Plan solely because a distribution is made to such Participant pursuant to
this Section 6.06(b). Withdrawal elections shall be made by the Participant on
written forms provided by the Committee for that purpose.






	 	(c)	 	Active Duty Distribution. During any period that a Participant is
performing service in the uniformed services (as defined in chapter 43 of title 38 of
the Code) while on active duty for a period of more than thirty (30) days, such
Participant shall be entitled to elect to receive a distribution of all or a part of
the portion of his Salary Reduction Contributions Account. If a participant elects to
receive a distribution pursuant to this Section 6.06(c), he shall not be permitted to
make any Salary Reduction Contributions pursuant to Section 4.02 during the six (6)
month period beginning on the date of such distribution.
	 
	 	(d)	 	Section 6.04 to Apply. All withdrawals under this Section 6.06 shall
be made in accordance with the provisions of Section 6.04 hereof, relating to the form
of payment. The Committee shall advise any Participant who elects a withdrawal prior to
his attainment of age 59-1/2 of the potential imposition of the additional income tax
described in Section 6.04(c) hereof.





ARTICLE VII.




TRUST FUND AND TRUSTEE




     7.01 In General. All contributions under this Plan shall be paid to the Trustees and
deposited in the Trust Fund. All assets of the Trust Fund, including investment income, shall be
retained for the exclusive benefit of Participants, Former Participants, and Beneficiaries and
shall be used to pay benefits to such persons or to pay administrative expenses of the Plan and
Trust Fund to the extent not paid by the Employers and shall not revert or inure to the benefit of
any Employer. Notwithstanding anything herein to the contrary and pursuant to ERISA Section
403(c)(2), upon an Employer’s request, a contribution which was made by an Employer to the Plan by
a mistake of fact or conditioned upon the deductibility of the contribution under Code Section 404,
shall be returned to the Employer within one (1) year after the payment of the contribution or the
disallowance of the deduction (to the extent disallowed), whichever is applicable. It is hereby
acknowledged that all contributions hereunder are expressly conditioned on the deductibility of
such contributions. The earnings attributable to any amount to be returned pursuant to this Section
may not be distributed to the Employer, but losses attributable thereto must reduce the amount to
be returned to the Employer.



     7.02 Investment of the Trust Fund.




	 	(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 7.04(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




44









 






	 	 	 	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 Section 7.02(f) 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 Section
7.02(b) 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)(1). The 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.






	 	(b)	 	If Company Stock is readily tradable on an established securities market, the
price to be paid by the Trustee for such Company Stock (whether purchased from the
Company, from a shareholder of the Company, or on the open market) shall be equal to
its public trading price as determined at the time of each such purchase. If Company
Stock is not, or ceases to be, readily tradable on an established securities market,
the price to be paid by the Trustee for Company Stock shall be determined by appraisal
each year by an independent, qualified financial analyst or consultant who shall
determine the current fair market value of such Company Stock. Notwithstanding the
foregoing, in the event that it is finally determined in a court of law or by an
agreement among the Trustee, the Company and the Internal Revenue Service that the
purchase price paid by the Trust for the purchase of any Company Stock is greater than
the current fair market value of such Company Stock at the time of the purchase, then,
in that event, said purchase price shall be considered to have been retroactively
reduced to the actual fair market value as determined by such court or by such
agreement with the Internal Revenue Service, and any party who has sold Company Stock
to the Trust shall be required to remit so much of the funds received by such party in
payment for such shares as is necessary to adjust the price paid by the Trust for such
shares to the adjusted fair market value of such shares at the date of such sale to the
Trust as determined by such court of law or agreement with the Internal Revenue
Service. Any major shareholder of the Company wishing to sell his shares to the Trust
shall, prior to any such sale, be required to execute an agreement with the Trust to
remit to the Trust any such excess payments received by such person from the Trust on
account of his sale of Company Stock to the Trust.
	 
	 	(c)	 	Notwithstanding the provisions of Section 7.02(b), above, the Trustee may
purchase Company Stock at a price lower than that determined in accordance with the
provisions of Section 7.02(b) from any source whatsoever, except that the Trustee shall
not purchase Company Stock from Participants hereunder for less than the fair market
value of such Company Stock.




45









 












	 	(d)	 	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 7.04 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 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 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.
	 
	 	(e)	 	Subject to the provisions of Section 7.02(f) and Section 7.04 hereof, any cash
received by the Trustee shall be invested by the Trustee in Company Stock. Pending
such investment of cash, the Trustee may retain, cash uninvested without liability for
interest, or may invest all or any part thereof in securities issued or guaranteed by
the United States of America, certificates of deposit of national banks, commercial
notes, bonds, equity securities of other corporations traded on any Exchange or in any
other investment authorized in Section 7.02(a), above.
	 
	 	(f)	 	Subject to the provisions of Section 7.04 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, at the election of the person then with an
account under the ESOP portion of




46









 






	 	 	 	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. Any dividend paid to the ESOP Portion of the
Plan as provided for herein shall be fully vested and non-forfeitable,
notwithstanding any provisions of the Plan to the contrary.
	 
	 	 	 	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.
	 
	 	 	 	If a currently employed Participant elects to receive payment of a dividend in cash,
such payment shall be made either (1) directly to the Participant by his Employer,
or (2) 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 (1) directly to the Participant by his Employer, or (2) directly to the
Participant by the Company’s stock registrar.
	 
	 	(g)	 	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.
	 
	 	(h)	 	Notwithstanding any provision to the contrary herein contained, to the extent
that the accounts of a Participant who was included under the provisions of the Prior
Plan as in effect prior to January 1, 1999, had been invested in the Fixed Income Fund
described in such provisions, such accounts shall continue to be so invested; provided,
however, that (i) such Fixed Income Fund has been merged into a fixed income fund
established as part of the Diversified Fund described in Section 7.04 hereof and (ii)
the Participant has the right to elect that such accounts be invested in other funds
constituting the Diversified Fund, all in accordance with procedures established by the
Committee pursuant to such Section 7.04.
	 
	 	7.03	 	The Trustee.
	 
	 	(a)	 	The Trustee shall maintain adequate books and records reflecting all
transactions affecting the Trust Fund, which books and records shall be open at all
times to the inspection of the Employers and the Committee or their authorized
representatives. Furthermore, the Trustee shall furnish the Committee, at least
annually, statements showing the assets then held in the Trust Fund since the last
preceding statement. Each such statement shall be conclusive and final as between the
Trustee and all interested




47









 






	 	 	 	parties unless the Committee delivers written objections thereto to the Trustee
within sixty (60) days after receipt of such statement.






	 	(b)	 	The Company may remove the Trustee at any time by giving sixty (60) days
written notice to such Trustee, and the Trustee may resign at any time by giving sixty
(60) days written notice to the Company. In the event of the removal or resignation of
the Trustee, the Company shall appoint a successor Trustee. The receipt by such
successor Trustee of all securities, property and money then held hereunder shall be a
full and complete acquittance and discharge of the Trustee which has been removed or
resigned.
	 
	 	(c)	 	The Trustee may rely upon any notice, certificate, letter, telegram or other
paper or document believed by it to be sufficient in making any payment or in taking
any action whatsoever hereunder.
	 
	 	(d)	 	The Trustee shall be required to comply with the fiduciary bonding requirements
of ERISA, but only to the extent required by ERISA Section 412.
	 
	 	(e)	 	The Trustee shall be paid reasonable compensation commensurate with the
services and responsibilities involved hereunder from time to time. The Employers shall
pay the Trustee’s compensation; but, if not so paid, the Trustee may pay itself from
the Trust Fund. The provisions of this Section 7.03(e) shall not apply to any period
during which the Trust Committee is serving as the Trustee hereunder.
	 
	 	(f)	 	The Trustee may employ counsel, brokers or agents and may pay for their
services and any other reasonable expenses incurred by the Trustee on behalf of the
Trust from the Trust Fund if such expenses are not paid by the Employers. All costs of
administration incurred by the Trustee shall be paid by the Employers.
	 
	 	(g)	 	Whenever and as often as the Trustee deems such action desirable, it may by
written instrument appoint any person or corporation in any state of the United States
to act as ancillary trustee with respect to any portion of the trust assets then held
or about to be acquired on behalf of the Trust. Each ancillary trustee shall have such
rights, powers, duties and discretions as are delegated to it by the Trustee, but shall
exercise the same subject to the limitations or further directions of the Trustee as
shall be specified in the instrument evidencing its appointment. The ancillary trustee
may resign or may be removed by the Trustee, as to all or any portion of the assets so
held at any time or from time to time, by written instrument delivered one to the
other, and the Trustee may thereupon appoint another ancillary trustee or successor to
whom the assets shall be transferred, or may itself receive such assets in termination
of the ancillary trusteeship to that extent. Such ancillary trustee shall be
accountable solely to the Trustee and shall be entitled to reasonable compensation.
	 
	 	(h)	 	In addition to the powers granted to the Trustee by law and those granted
elsewhere in this Plan, and except as otherwise provided in Section 7.02 hereof, the
Trustee shall have the following powers:






	 	(1)	 	With respect to securities held hereunder, the Trustee may vote
the same in person or by proxy, may join in any merger, reorganization, or
capital adjustment, may exercise or sell any conversion, subscription or
similar rights, and may hold any assets hereunder in the name of the Trust.




48









 












	 	(2)	 	The Trustee may sell, convey, exchange, encumber, lease and
otherwise deal with and dispose of the assets in the Trust Fund upon such terms
and conditions as it deems for the best interest of those interested in the
Trust Fund.
	 
	 	(3)	 	The Trustee may execute any and all deeds, conveyances, leases,
transfers, proxies and other documents which it believes necessary or advisable
in the administration of the Trust Fund.
	 
	 	(4)	 	The Trustee may pay or contest any tax or other governmental
charge involving any assets held hereunder or the income therefrom and may pay
any taxes and expenses thus incurred as an expense of the Trust Fund.
	 
	 	(5)	 	The Trustee may execute receipts, releases, changes of
beneficiary and any other papers or documents relating to any insurance
contracts held hereunder and may exercise any and all rights, options and
privileges available under such contracts.






	 	(i)	 	Although it is intended that the foregoing powers of the Trustee be applicable
hereunder, it is also intended that all provisions of the Texas Trust Act, and any
amendments thereto, not inconsistent with the above enumerated powers or other
provisions of this Plan, shall be applicable in the administration of this Trust.
	 
	 	7.04	 	Diversification Option.
	 
	 	(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 7.04, to direct the Trustee as to the investment of (i) his
Salary Reduction Contributions Account, (ii) any amounts held in his Employer
Contributions Account, and (iii) any amounts in his Employee Contributions Account
either in the ESOP portion of the Plan, or in the Non-ESOP portion of the Plan which
consists of various investment media comprising a Diversified Fund. In addition, a
Participant or Beneficiary shall have the right, as of any Valuation Date, in
accordance with the provisions of this Section 7.04, to direct the Trustee to reinvest,
in the Non-ESOP portion of the Plan, any amount invested in Company Stock in the ESOP
portion of the Plan. Such investment directions shall be made in accordance with
procedures established by the Committee and the requirements of Department of Labor
Regulations § 2550.404c-1(b)(2)(i)(A), or any successor thereto. Should a Participant
or Beneficiary fail to provide the Trustee with the investment directions described
herein as to any Salary Reduction Contribution, or rollover contribution, or other
amounts deposited in his Employer Contributions Account, or amounts deposited in his
Employee Contributions Account, if any, such contribution or amount deposited shall be
invested in the Diversified Fund which constitutes a “qualified default investment
alternative” as defined in regulations issued under ERISA Section 404(c)(5), as
selected by the Trustee. The Trustee may decline to implement instructions by a
Participant or Beneficiary which (i) would result in a prohibited transaction described
in Code Section 4975 or ERISA Section 406 and which would generate income that would be
taxable to the Plan, or (ii) are described in Department of Labor Regulations §
2550.404c-1(d)(2)(ii), or any successor thereto.
	 
	 	(b)	 	Diversified Fund. The “Diversified Fund” is an investment fund,
managed by one or more individuals or entities who qualify, with respect to the Plan,
as an “investment manager” within the meaning of ERISA Section 3(38), consisting of a
fixed income fund and such other fund or funds as may be selected from time to time by
the Committee.




49









 












	 	(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.
	 
	 	(d)	 	Entergy Stock Fund. Notwithstanding the foregoing provisions of this
Section 7.04, a Participant for whom amounts are invested in the Entergy Stock Fund
provided for under Section 3.06(a)may direct that all or any portion of such amounts be
invested in a Diversified Fund or in Company Stock in accordance with the procedures
established by the Committee; however, no additional amounts may be invested in the
Entergy Stock Fund.
	 
	 	(e)	 	Citizens Stock Fund. Notwithstanding the foregoing provisions of this
Section 7.04, a Participant for whom amounts are invested in the Citizens Stock Fund
provided for under Section 3.07(a) may direct that all or any portion of such amounts
be invested in a Diversified Fund or in Company Stock in accordance with the procedures
established by the Committee; however, no additional amounts may be invested in the
Citizens Stock Fund.
	 
	 	(f)	 	TXU Stock Fund. Notwithstanding the foregoing provisions of this
Section 7.04, a Participant for whom amounts are invested in the TXU Stock Fund
provided for under Section 3.09(a) may direct that all or any portion of such amounts
be invested in a Diversified Fund or in Company Stock in accordance with the procedures
established by the Committee; however, no additional amounts may be invested in the TXU
Stock Fund.
	 
	 	7.05	 	Participant Loans.
	 
	 	(a)	 	General. The Committee may, but is not required to, adopt a written
loan policy which authorizes the Trustee to make loans on a nondiscriminatory basis to
Participants and/or Beneficiaries, provided that the loan policy satisfies the
requirements listed below:






	 	(1)	 	Loans must be available to all Participants and Beneficiaries
on a reasonably equivalent basis and must not be available in a greater amount
to Participants who are Highly Compensated Employees than to other
Participants;
	 
	 	(2)	 	Each loan must be adequately secured and bear a reasonable rate
of interest;
	 
	 	(3)	 	Each loan must provide for repayment within a specified time;
	 
	 	(4)	 	The default provisions of the promissory note which evidences
each loan must prohibit offset of the Participant’s account balance under this
Plan prior to the time that the Participant has a Severance From Service or the
Trustee otherwise would distribute the Participant’s account balance under the
Plan;
	 
	 	(5)	 	The amount of the loan(s) must not exceed (at the time that the
Plan extends the loan) one-half of the present value of the Participant’s (or
Beneficiary’s) account balance;
	 
	 	(6)	 	The loan must otherwise conform to the exemption requirements
of Code Section 4975(d)(1); and
	 
	 	(7)	 	If the joint and survivor requirements of Code Section
401(a)(11) apply to a Participant, the Participant must not be permitted to
pledge any portion of his




50









 






	 	 	 	account balance as security for a loan unless, within the 90-day period
ending on the date that the pledge becomes effective, the Participant’s
spouse, if any, consents (in a manner described in Section 6.05) to such
pledge.






	 	(b)	 	Loan Policy. If the Committee adopts a loan policy, pursuant to
Section 7.05(a) above, the loan policy must be a written document and must include the
following:






	 	(1)	 	The identify of the person or positions authorized to
administer the participant loan program;
	 
	 	(2)	 	A procedure for applying for the loan;
	 
	 	(3)	 	The criteria for approving or denying a loan;
	 
	 	(4)	 	The limitations, if any, on the types and amounts of loans
available;
	 
	 	(5)	 	The procedure for determining a reasonable rate of interest;
	 
	 	(6)	 	The types of collateral which may secure the loan; and
	 
	 	(7)	 	The events constituting default and the steps the Plan will
take to preserve plan assets in the event of default.






	 	 	 	This Section 7.05(b) is deemed hereby specifically to incorporate any written loan
policy adopted by the Committee as part of the Plan.






	 	(c)	 	Special Rules under USERRA for Loan Repayments. Loan repayments will
be suspended under this Plan, as permitted under Code Section 414(u)(4), on behalf of
those Participants who are on an authorized leave of absence pursuant to qualified
military service.





ARTICLE VIII.




ADMINISTRATION




     8.01 Allocation of Responsibility Among Fiduciaries for Plan and Trust Administration.
The Fiduciaries shall have only those specific powers, duties, responsibilities and obligations as
are specifically given them under this Plan. The Employers shall have the sole responsibility for
making the contributions provided for under Article IV. In addition, the Company shall have the
sole authority to appoint and remove the Trustee and members of the Committee and to amend or
terminate, in whole or in part, this Plan. The Committee shall have the sole responsibility for the
administration of this Plan, which responsibility is specifically described in this Plan. The
Trustee shall have responsibility for the administration of the Trust and the management of the
assets held under the Trust to the extent provided in Article VII hereof. Each Fiduciary warrants
that any directions given, information furnished, or actions taken by it shall be in accordance
with the provisions of the Plan authorizing or providing for such direction, information or action.
Furthermore, each Fiduciary may rely upon any such direction, information or action of another
Fiduciary as being proper under this Plan or the Trust, and is not required under this Plan or the
Trust to inquire into the propriety of any such direction,
information or action. It is intended under this Plan and the Trust that each Fiduciary shall be
responsible for the proper exercise of its own powers, duties, responsibilities and obligations and
shall not be responsible for any act or failure




51












 




to act of another Fiduciary. No Fiduciary guarantees the Trust Fund in any manner against
investment loss or depreciation in asset value.




     8.02 Appointment of Committee. The Plan shall be administered by the Qualified
Retirement Plans and Trusts Committee (the “Committee”). All usual and reasonable expenses of the
Committee may be paid in whole or in part by the Employers, and any expenses not paid by the
Employers shall be paid by the Trustee out of the principal or income of the Trust Fund. Any
members of the Committee who are Employees shall not receive compensation with respect to their
services for the Committee. The Committee may name an individual to oversee the day-to-day
operations of the Plan. Such individual shall have discretionary authority over the operation of
the Plan. Such individual shall be a Fiduciary for purposes of Plan administration.



     8.03 Claims Procedure. All claims for benefits under the Plan shall be in writing and
shall be submitted to the Committee. If any application for payment of a benefit under the Plan
shall be denied, the Committee shall notify the claimant within 90 days of such application setting
forth the specific reasons therefor and shall afford such claimant a reasonable opportunity for a
full and far review of the decision denying his claim If special circumstances require an extension
of time for processing the claim, the claimant will be furnished with a written notice of the
extension prior to the termination of the initial 90-day period. In no event shall such extension
exceed a period of 90 days from the end of such initial period. The extension notice shall indicate
the special circumstances requiring an extension of time and the date by which the Committee
expects to render its decision.



     Notice of such denial shall set forth, in addition to the specific reasons for the denial, the
following:




	 	(a)	 	Reference to pertinent provisions of the Plan;
	 
	 	(b)	 	Such additional information as may be relevant to the denial of the claim;
	 
	 	(c)	 	An explanation of the claims review procedure; and
	 
	 	(d)	 	Notice that such claimant may request the opportunity to review pertinent Plan
documents and submit a statement of issues and comments.





     Within 60 days following notice of denial of his claim, upon written request made by any
claimant for a review of such denial to the Committee, the Committee shall take appropriate steps
to review its decision in light of any further information or comments submitted by such claimant.



     8.04 Records and Reports. The Committee shall exercise such authority and
responsibility as it deems appropriate in order to comply with ERISA and governmental regulations
issued thereunder relating to records of Participants’ Service, account balances and the percentage
of such account balances which are nonforfeitable under the Plan, notifications to Participants,
annual registration with the Internal Revenue Service, and annual reports to the U.S. Department of
Labor.



     8.05 Other Committee Powers and Duties. The Committee shall have such duties and
powers as may be necessary to discharge its responsibilities hereunder, including, but not by way
of limitation, the following:




	 	(a)	 	The discretionary authority to control and manage the operation and
administration of the Plan, including the discretionary authority to determine whether
the Participant,




52









 






	 	 	 	Beneficiary or alternate payee (as provided for in Section 9.03
hereof) is entitled to payment of benefits under this Plan;
	 
	 	(b)	 	The discretionary 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 made in the administration of the Plan, all such
actions or determinations to be made in good faith, not be subject to review by anyone,
and be final, binding and conclusive on all persons ever interested hereunder;
	 
	 	(c)	 	To determine all questions with respect to the individual rights of all
Participants and their Beneficiaries and alternate payees under this Plan, including,
but not limited to, all issues with respect to eligibility, Compensation, Service,
valuation of Accounts, allocation of contributions and Income, and retirement or
termination of employment, and to direct the Trustee concerning the allocation, payment
and distribution of all funds held in trust for purposes of the Plan;
	 
	 	(d)	 	To prescribe procedures to be followed by Participants or Beneficiaries filing
applications for benefits;
	 
	 	(e)	 	To prepare and distribute, in such manner as the Committee determines to be
appropriate, information explaining the Plan;
	 
	 	(f)	 	To receive from the Employers and from Participants such information as shall
be necessary for the proper administration of the Plan;
	 
	 	(g)	 	To furnish the Employers, upon request, such annual reports with respect to the
administration of the Plan as are reasonable and appropriate;
	 
	 	(h)	 	To receive, review and keep on file (as it deems convenient or proper) reports
of the financial condition, and of the receipts and disbursements, of the Trust Fund
from the Trustee; and
	 
	 	(i)	 	To appoint or employ individuals to assist in the administration of the Plan
and any other agents it deems advisable, including legal and actuarial counsel.
	 
	 	(j)	 	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.





     The Committee shall have no power to add to any benefits provided by the Plan, or to waive or
fail to apply any requirements of eligibility for a benefit under the Plan.



     8.06 Rules and Decisions. The Committee may adopt such rules as it deems necessary,
desirable or appropriate. In accordance with Section 8.05 hereof, any interpretations or decisions
so made will be conclusive and binding on all persons having an interest in the Plan; provided,
however, that all such interpretations and decisions will be applied in a uniform and
nondiscriminatory manner to all Employees. When making a determination or calculation, the
Committee shall be entitled to rely upon information furnished by a Participant or Beneficiary, the
Employers, the legal counsel of the Employers, or the Trustee.



53









 





     8.07 Committee Procedures. The Committee may act at a meeting or in writing without a
meeting. The Committee shall elect one of its members as chairman, appoint a secretary, who may or
may not be a Committee member, and advise the Trustee of such actions in writing. The secretary
shall keep a record of all meetings and forward all necessary communications to the Employers or
the Trustee. The Committee may adopt such bylaws and regulations as it deems desirable for the
conduct of its affairs. All decisions of the Committee shall be made by the vote of the majority
including actions in writing taken without a meeting. A dissenting Committee member who, within a
reasonable time after he has knowledge of any action or failure to act by the majority, registers
his dissent in writing delivered to the other Committee members, the Employers and the Trustee,
shall not be responsible for any such action or failure to act.



     8.08 Authorization of Benefit Payments. The Committee shall issue directions to the
Trustee concerning all benefits which are to be paid from the Trust Fund pursuant to the provisions
of the Plan, and warrants that all such directions are in accordance with this Plan.



     8.09 Application and Forms for Benefits. The Committee may require a Participant to
complete and file with the Committee an application for a benefit and all other forms approved by
the Committee, and to furnish all pertinent information requested by the Committee. The Committee
may rely upon all such information so furnished it, including the Participant’s current mailing
address. The failure by a Participant to file a claim for benefits will not result in the
forfeiture of any benefits which are otherwise nonforfeitable under this Plan.



     8.10 Facility of Payment. Whenever, in the Committee’s opinion, a person entitled to
receive any payment of a benefit or installment thereof hereunder is under a legal disability or is
incapacitated in any way so as to be unable to manage his financial affairs, the Committee may
direct the Trustee to make payments to such person or to his legal representative or to a relative
or friend of such person for his benefit, or the Committee may direct the Trustee to apply the
payment for the benefit of such person in such manner as the Committee considers advisable. Any
payment of a benefit or installment thereof in accordance with the provisions of this Section shall
be a complete discharge of any liability for the making of such payment under the provisions of the
Plan.



     8.11 Indemnification. The Employers shall indemnify and hold harmless each member of
the Committee and any other individual Employee who is assigned administrative responsibilities in
accordance with this Article against all loss, cost, expenses or damages, including attorneys’ fees
and court costs: (a) occasioned by any act or omission to act in connection with the responsibility
of such individual for the administration of this Plan; or (b) arising under or by virtue of the
provisions of Part 4, Subtitle B, Title I of ERISA; provided, however, that the Employers shall not
indemnify and hold harmless any such member against any loss, cost, expenses and damages occasioned
by the gross negligence or willful misconduct of such member.



     8.12 Unclaimed Benefits. During the time when a benefit hereunder is payable to any
Participant or Beneficiary, the Committee, upon request by the Trustee, or at its own instance,
shall mail by registered or certified mail to such Participant or Beneficiary, at his last known
address, a written demand for his then address, or for satisfactory evidence of his continued life,
or both. If such information is not furnished to the Committee within twelve (12) months from the
mailing of such demand, then the Committee may, in its sole discretion, declare such benefit, or
any unpaid portion thereof, suspended, with the result that such unclaimed benefit shall be
allocated to the accounts of eligible Participants as a discretionary Employer contribution for the
Year within which such twelve (12)-month period ends in accordance with Section 5.02(c) hereof, but
shall be subject to
restoration through an Employer contribution if the lost Participant or Beneficiary later files a
claim for such benefit.



54









 





ARTICLE IX.




MISCELLANEOUS



     9.01 Plan Voluntary. Although it is intended that the Plan shall be continued and
that contributions shall be made as herein provided, this Plan is entirely voluntary on the part of
each Employer and the continuance of this Plan and the payment of contributions hereunder are not
to be regarded as contractual obligations of any Employer. The Employers do not guarantee or
promise to pay or to cause to be paid any of the benefits provided by this Plan. Each person who
shall claim the right to any payment or benefit under this Plan shall be entitled to look only to
the Trust Fund for any such payment or benefit and shall not have any right, claim, or demand
therefor against any Employer or any Affiliate, except as provided by Federal law. The Plan shall
not be deemed to constitute a contract between any Employer or any Affiliate and any Employee or to
be consideration for, or an inducement for, the employment of any Employee by any Employer or any
Affiliate. Nothing contained in this Plan shall be construed as a contract of employment between
any Employer or any Affiliate and any Employee, or as a right of any Employee to be continued in
the employment of any Employer or any Affiliate, or as a limitation on the right of any Employer or
any Affiliate to discharge any of its Employees, with or without cause.



     9.02 Rights to Trust Assets. No Employee or Beneficiary shall have any right to, or
interest in, any assets of the Trust Fund upon termination of his employment or otherwise, except
as provided from time to time under this Plan, and then only to the extent of the benefits payable
under the Plan to such Employee out of the assets of the Trust Fund. All payments of benefits as
provided for in this Plan shall be made solely out of the assets of the Trust Fund and none of the
Fiduciaries shall be liable therefor in any manner.



     9.03 Nonalienation of Benefits. Except as provided below, no Participant, Former
Participant or Beneficiary shall have the right to anticipate, assign, alienate, charge, encumber,
sell or transfer any benefit provided under the Plan and the Trustee will not recognize any
anticipation, assignment, alienation, charge, sale or transfer. Furthermore, a benefit under the
Plan shall not be subject to attachment, charge, encumbrance, garnishment, levy, execution or other
legal or equitable process. The foregoing restrictions shall not apply in the following case(s):




	 	(a)	 	Participant Loans. If a Participant, Former Participant or Beneficiary
who has become entitled to receive payment of benefits under this Agreement is indebted
to the Trustee by virtue of a participant loan the Committee may direct the Trustee to
pay the indebtedness and charge it against the account balance of the Participant,
Former Participant or Beneficiary.
	 
	 	(b)	 	Distributions Under Domestic Relations Orders. Nothing contained in
this Plan prevents the Trustee, under the direction of the Committee, from complying
with the provisions of a qualified domestic relations order, as defined in Code Section
414(p). A distribution to an “alternate payee” (as described in Code Section 414(p))
prior to the Participant’s attainment of his or her earliest retirement age is
available only: (1) if the order specifies distribution at that time or permits an
agreement between the Plan and the alternate payee to authorize an earlier
distribution; and (2) if the alternate payee consents to any distribution occurring
prior to the Participant’s attainment of earliest retirement age. Nothing in this
Section 9.03(b) gives a Participant the right to receive a distribution at a
time otherwise not permitted under the Plan or permits the alternate payee to
receive a form of payment not otherwise permitted under the Plan.




55









 






	 	(c)	 	Distributions Under Certain Judgments and Settlements. Nothing
contained in this Plan prevents the Trustee from complying with a judgment or
settlement which requires the Trustee to reduce a Participant’s benefits under the Plan
by an amount that the Participant is ordered or required to pay to the Plan if each of
the following criteria are satisfied:






	 	(1)	 	The order or requirement must arise:






	 	(A)	 	under a judgment or conviction for a crime
involving the Plan;
	 
	 	(B)	 	under a civil judgment (including a consent
order or decree) entered by a court in an action brought in connection
with an actual or alleged violation of Part 4 of Title I of ERISA; or
	 
	 	(C)	 	under a settlement agreement with either the
Secretary of Labor or the Pension Benefit Guarantee Corporation and the
Participant in connection with an actual or alleged violation of Part 4
of Title I of ERISA by a fiduciary or any other person.






	 	(2)	 	The decree, judgment, order or settlement expressly provides
for the offset of all or part of the amount ordered or required to be paid to
the Plan against the Participant’s benefits under the Plan.
	 
	 	(3)	 	To the extent that (i) the survivor annuity requirements of
Code Section 401(a)(11) apply to the portion of the Participant’s account
balance which will be reduced or offset, and (ii) the Participant has a spouse
at the time at which the reduction or offset is to be made:






	 	(A)	 	(i) the spouse must consent to the reduction or
offset in writing, as witnessed by a notary public or a plan
representative, (ii) it must be established that such consent may not
be obtained for any of the reasons outlined in Code Section
417(a)(2)(B), or (iii) the spouse must previously have executed an
election to waive his or her right to a qualified joint and survivor
annuity or a qualified preretirement annuity in accordance with the
requirements of Code Section 417(a);
	 
	 	(B)	 	the decree, judgment, order or settlement must
require the spouse to pay an amount to the Plan in connection with a
violation of Part 4 of Title I of ERISA; or
	 
	 	(C)	 	the decree, judgment, order or settlement must
provide that the spouse shall retain his or her right to receive a
survivor annuity calculated as provided in Code Section 401(a)(13)(D).





     9.04 Discontinuance of Employer Contributions. In the event of the permanent
discontinuance of contributions to the Plan by the Employers, the accounts of all Participants
shall, as of the date of such discontinuance, remain nonforfeitable.



     9.05 Certain Social Security Increases. In the case of a Participant or his
Beneficiary who is receiving benefits under this Plan, or in the case of a Participant who has
terminated employment with the Employer and who has a vested right to benefits hereunder, such
benefits shall not be decreased by reason



56









 




of any increase in the benefit levels payable under Title
II of the Social Security Act or any increase in the wage base under such Title II occurring after
the date of such Participant’s termination of employment.




ARTICLE X.




AMENDMENTS AND ACTION BY EMPLOYER



     10.01 Amendments. The Company reserves the right to make from time to time any
amendment or amendments to this Plan which do not cause any part of the Trust Fund to be used for,
or diverted to, any purpose other than the exclusive benefit of Participants, Former Participants
or their Beneficiaries; provided, however, that the Company may make any amendment it determines
necessary or desirable, with or without retroactive effect, to comply with ERISA. In addition, no
amendment hereof, unless made to secure the approval of the Internal Revenue Service or other
governmental bureau or agency shall operate retroactively to reduce or divest the then vested
interest hereunder of any Participant, Former Participant or Beneficiary or to reduce or divest any
benefit payable hereunder. Notwithstanding the foregoing, the foregoing requirement shall not
apply to an amendment that eliminates or restricts the ability of a Participant to receive payment
of his or her account balance under a particular optional form of benefit if the Plan after the
amendment provides a single-sum distribution form that is otherwise identical to the optional form
of benefit being eliminated or restricted. For purposes of this Section 10.01, a single-sum
distribution form is otherwise identical only if the single-sum distribution form is identical in
all respects to the eliminated or restricted optional form of benefit (or would be identical except
that it provides greater rights to the Participant) except with respect to the timing of payments
after commencement.



     No amendment shall be made hereunder which would increase the duties and liabilities of the
Trustee without the Trustee’s express written consent.



     Under no condition shall any amendment impose a vesting schedule, or subsequently change the
vesting schedule to one which would result in the nonforfeitable percentage of the accrued benefit
derived from Company contributions (determined as of the later of the date of the adoption of the
amendment or of the effective date of the amendment) of any Participant being less than such
nonforfeitable percentage computed under the Plan without regard to such amendment. No amendment
shall change the vesting schedule unless each Participant with three (3) or more years of Service
as of the expiration date of the election period described below, is permitted to elect, within the
election period described below, to have his nonforfeitable percentage computed under the Plan
without regard to the amendment.



     The election period described herein shall begin no later than the date upon which the
amendment is adopted and shall end no later than the latest of the following dates:




	 	(a)	 	the date which is sixty (60) days after the day the amendment is adopted,
	 
	 	(b)	 	the date which is sixty (60) days after the day the amendment becomes effective, or
	 
	 	(c)	 	the date which is sixty (60) days after the day the Participant is issued a
written notice of the amendment by the Company.





     10.02 Action by Employer. Any action by an Employer under this Plan may be by
resolution of its Board of Directors, or by any person or persons duly authorized by resolution of
said Board to take such action.



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ARTICLE XI.




SUCCESSOR EMPLOYER AND MERGER OR

CONSOLIDATION OF PLANS



     11.01 Successor Employer. In the event of the dissolution, merger, consolidation or
reorganization of an Employer, provisions may be made by which the Plan and Trust will be continued
by the successor, and, in that event, such successor shall be substituted for the Employer under
the Plan. The substitution of the successor shall constitute an assumption of Plan liabilities by
the successor and the successor shall have all of the powers, duties and responsibilities of the
Employer under the Plan.



     11.02 Plan Assets. In the event of any merger or consolidation of the Plan with, or
transfer in whole or in part of the assets and liabilities of the Trust Fund to, another trust fund
held under any other plan of deferred compensation maintained or to be established for the benefit
of all or some of the Participants of this Plan, the assets of the Trust Fund applicable to such
Participants shall be transferred to the other trust fund only if:




	 	(a)	 	each Participant would (if either this Plan or the other plan then terminated)
receive a benefit immediately after the merger, consolidation or transfer which is
equal to or greater than the benefit he or she would have been entitled to receive
immediately before the merger, consolidation or transfer (if this Plan had then
terminated);
	 
	 	(b)	 	resolutions of the Boards of Directors of the Employers under this Plan, or of
any new or successor employer of the affected Participants, shall authorize such
transfer of assets; and, in the case of a new or successor employer of the affected
Participants, its resolutions shall include an assumption of liabilities with respect
to such Participants’ inclusion in the new employer’s plan;
	 
	 	(c)	 	such other plan and trust are qualified under Code Sections 401(a) and 501(a);
and
	 
	 	(d)	 	such other plan satisfies the distribution limitations described in Code
Section 401(k)(2)(B) and Section 1.401(k)-1(d) of the Treasury Regulations.





ARTICLE XII.




PLAN TERMINATION



     12.01 Right to Terminate. In accordance with the procedures set forth in this
Article, the Company may terminate the Plan at any time. In the event of the withdrawal,
dissolution, merger, consolidation or reorganization of an Employer, the Plan shall partially
terminate and the Trust Fund shall be liquidated with respect to the Employees of such Employer
unless, if applicable, the Plan is continued by a successor to the Employer in accordance with
Section 11.01.



     12.02 Partial Termination. Upon termination of the Plan with respect to a group of
Participants which constitutes a partial termination of the Plan under the
Code, the Trustee shall, in accordance with the directions of the Committee, allocate and segregate
for the benefit of the Participants with respect to whom the Plan is being terminated the
proportionate interest of such Participants in the Trust Fund. The funds so allocated and
segregated shall be used by the Trustee to pay benefits to or on behalf of Participants in
accordance with Section 12.03.



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     12.03 Liquidation of the Trust Fund. Upon complete or partial termination of the
Plan, the accounts of all Participants affected thereby shall be fully vested, and the Committee
shall direct the Trustee to distribute the assets remaining in the Trust Fund, after payment of any
expenses properly chargeable thereto, to Participants, Former Participants and Beneficiaries in
proportion to their respective account balances.



     12.04 Manner of Distribution. Distributions after termination of the Plan shall be
made in a form and manner consistent with the provisions of Section 6.04 hereof, provided, however,
that, in the case of Plan termination, amounts allocated to a Participant’s Salary Reduction
Contributions Account and Safeharbor Matching Contributions Account may not be distributed earlier
than: (i) the Participant’s retirement, death, Disability, or other severance from employment; (ii)
termination of the Plan without establishment or maintenance of another defined contribution plan;
(iii) the Participant’s attainment of age 59-1/2; (iv) upon hardship of the Participant; or (v) the
sale or other disposition by the Company to an unrelated entity of substantially all of its assets
or of its interest in a subsidiary, if the Company continues to maintain the Plan, the Participant
continues employment with the acquiring entity, and the acquiring entity does not maintain the
Plan. For purposes of this Section 12.04, the term “defined contribution plan” does not include an
employee stock ownership plan as defined in Code Section 4975(e)(7) or Code Section 409(a), a
simplified employee pension as defined in Code Section 408(k), a SIMPLE IRA plan as defined in Code
Section 408(p), a plan or contract that satisfies the requirements of Code Section 403(b), or a
plan that is described in Code Section 457(b) or (f).



ARTICLE XIII.




RESTRICTIONS ON SHARES



     Any shares of Company Stock distributed hereunder may be subject to such restrictions as to
the manner of disposal of such shares as, in the opinion of the Committee, may be necessary to
ensure that any disposition will not involve a violation of applicable security laws.



     IN TESTIMONY WHEREOF, the Company and the Trustee have caused this instrument to be executed
in their names and on their behalf, by the officers thereunto duly authorized, this 29th day of
April, 2011, effective as of January 1, 2011, except as otherwise provided herein.



	 	 	 	 	 
	 	ATMOS ENERGY CORPORATION

 	 
	 	By:  	/s/ KIM R. COCKLIN
 	 
	 	 	Kim R. Cocklin 	 
	 	 	President and Chief Executive Officer 	 
	 
	 	QUALIFIED RETIREMENT PLANS

AND TRUSTS COMMITTEE

 	 
	 	By:  	/s/ FRED E. MEISENHEIMER
 	 
	 	 	Fred E. Meisenheimer, Chairman and 	 
	 	 	Senior Vice President and Chief Financial Officer 	 



59









 






	 	 	 	 	 



	 	 	 	 	 

	THE STATE OF TEXAS

	 	§	 	 
	 

	 	§	 	 
	COUNTY OF DALLAS

	 	§	 	 






     This instrument was acknowledged before me on April 29, 2011, by Kim R. Cocklin, President and
Chief Executive Officer of Atmos Energy Corporation, a Texas and Virginia corporation, on behalf of
said corporation.



	 	 	 	 	 
	 	Notary Public in and for the State of Texas

 	 
	 	/s/ SUZANNE JOHNSON
 	 
	My Commission Expires: 	Print Name of Notary: Suzanne Johnson 	 
	August 12, 2014 	 	 
	 



	 	 	 	 	 

	THE STATE OF TEXAS

	 	§	 	 
	 

	 	§	 	 
	COUNTY OF DALLAS

	 	§	 	 






     This instrument was acknowledged before me on April 29, 2011, by Fred E. Meisenheimer, Senior
Vice President and Chief Financial Officer of Atmos Energy Corporation, a Texas and Virginia
corporation, and Chairman of the Atmos Energy Corporation Qualified Retirement Plans & Trusts
Committee, on behalf of said Committee.




	 	 	 	 	 
	 	Notary Public in and for the State of Texas

 	 
	 	/s/ SUZANNE JOHNSON
 	 
	My Commission Expires: 	Print Name of Notary: Suzanne Johnson 	 
	August 12, 2014 	 	 



60