Amdmt No. 3 To Charles K. Vaughan Consulting Agrmt

Exhibit 10.30(d)


AMENDMENT NO. 3 TO
CONSULTING AGREEMENT


THIS AMENDMENT NO. 3 TO CONSULTING AGREEMENT (the "Amendment") is made and entered into this 10th day of November, 1999, by and between ATMOS ENERGY CORPORATION, a Texas and Virginia corporation (the "Company"), and CHARLES K. VAUGHAN ("Consultant").


WHEREAS, the Company and Consultant entered into that certain Consulting Agreement dated October 1, 1994, as amended by Amendment No. 1 to Consulting Agreement dated May 14, 1997 and Amendment No. 2 to Consulting Agreement dated August 12, 1998 (the "Agreement"); and


WHEREAS, the Company and Consultant desire to amend the Agreement as set forth below and to extend the term thereof for an additional one-year period;


NOW THEREFORE, for and in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:


1. Paragraph 5 of the Agreement shall be deleted and replaced in its entirety by the following:


5.1. Change in Control. Upon a "Change in Control" of the Company, all
sums payable to Consultant over the course of the term of this Agreement
shall instead be paid by Company to Consultant within ten days of a "Change
in Control". A "Change in Control" of the Company shall be deemed to have
occurred if:


(a) Any "Person" (as defined in Section 5.2(a) below), other than (1)
the Company or any of its subsidiaries, (2) a trustee or other fiduciary
holding securities under an employee benefit plan of the Company or any of
its Affiliates, (3) an underwriter temporarily holding securities pursuant
to an offering of such securities, or (4) a corporation owned, directly or
indirectly, by the shareholders of the Company in substantially the same
proportions as their ownership of stock of the Company, is or becomes the
"beneficial owner" (as defined in Section 5.2(b)


below), directly or indirectly, of securities of the Company (not including
in the securities beneficially owned by such person any securities acquired
directly from the Company or its Affiliates) representing 33 1/3% or more
of the combined voting power of the Company's then outstanding securities,
or 33 1/3% or more of the then outstanding common stock of the Company,
excluding any Person who becomes such a beneficial owner in connection with
a transaction described in subparagraph (c)(1) below.


(b) During any period of two consecutive years (the "Period"),
individuals who at the beginning of the Period constitute the Board of
Directors of the Company and any "new director" (as defined in Sec ...