Outside Directors Stock-for-fee Plan

Exhibit 10.28


Atmos Energy Corporation


Outside Directors Stock-for-Fee Plan


Effective February 8, 1995 Amended and Restated as of November 12, 1997


Atmos Energy Corporation
Outside Directors Stock-for-Fee Plan
(Amended and Restated as of November 12, 1997)


I. Plan Purpose


Section 1.1. Atmos Energy Corporation ("Atmos" or the "Company") hereby
establishes the Atmos Energy Corporation Outside Directors Stock-for-Fee
Plan (the "Plan"), which provides the non-employee directors of Atmos the
option to receive all or part of their Fees (as defined below) in Atmos
common stock. The purpose of this Plan is to increase the proprietary
interest of the Outside Directors in the Company's long-term prospects and
the strategic growth of its business.


II. Definitions


Section 2.1. "Board" or "Board of Directors" shall mean the Board of
Directors of Atmos Energy Corporation.


Section 2.2. "Common Stock" means the Company's no par value common
stock.


Section 2.3. "Election" means an Outside Director's delivery of
written notice of election to the Corporate Secretary of the Company
electing to receive his or her Fees or a portion thereof in the form of
Common Stock.


Section 2.4. "Fair Market Value" means, as of any specified date, the
closing price of a share of Common Stock of the Company as reported by the
New York Stock Exchange-Composite Transactions on that date. However, if
no trading in the Common Stock occurs on the New York Stock Exchange on
that date, the "Fair Market Value" shall mean the closing price as
reported on the immediately preceding date. In the event the Common Stock
is traded on an exchange other than the New York Stock Exchange, the Board
of Directors shall select a suitable substitute published stock quotation
system, which system shall be in compliance with all relevant regulatory
provisions.


Section 2.5. "Fees" means the annual retainer (paid in quarterly
installments) and meeting fees earned by an Outside Director for his or
her service as a member of the Atmos Board of Directors during a Fiscal
Year or portion thereof.


2


Section 2.6. "Fiscal Year" means the 12-month period beginning October
1/st/ of any year and ending September 30th of the next year.


Section 2.7. "Outside Director" means a member of the Company's Board of
Directors who is not an employee of the Company.


Section 2.8. "Quarter" means the 3-month period beginning Oc ...