Form of Amendment No. One To Change In Control Agreement, Tier II

Exhibit 10.2

AMENDMENT NO. ONE TO THE

ATMOS ENERGY CORPORATION CHANGE IN CONTROL SEVERANCE AGREEMENT

TIER II

WHEREAS, on , , ATMOS ENERGY CORPORATION, a Texas and Virginia corporation (the " Company" ) and (" Executive" ) entered into the Atmos Energy Corporation Change in Control Severance Agreement, Tier II (the " Agreement" ), whereby the Company will provide certain benefits to Executive in the event of a Change in Control of the Company; and

WHEREAS, the Company' s Board of Directors has approved the adoption of amendments to each previously executed Change in Control Severance Agreement to provide certain additional benefits to each covered executive in the event of a Change in Control; and

WHEREAS, pursuant to Section 7 of the Agreement, the Company desires to amend the Agreement in order to provide such additional benefits to Executive.

NOW, THEREFORE, the Company does hereby amend the Agreement, effective as of the day and year hereinafter set forth, as follows:

1. Section 4.1 is amended, effective as of Janua ...