Amendment To The Performance-based Supplemental Executive Benefits Plan

Exhibit 10.1 AMENDMENT NO. TWO
TO THE
ATMOS ENERGY CORPORATION
PERFORMANCE-BASED
SUPPLEMENTAL EXECUTIVE BENEFITS PLAN
(EFFECTIVE DATE: AUGUST 12, 1998) WHEREAS, ATMOS ENERGY CORPORATION (the " Company" ) has adopted the Atmos Energy Corporation Performance-Based Supplemental Executive Benefits Plan Effective August 12, 1998, as amended (the " Plan" ); WHEREAS, pursuant to the provisions of Section 9.1 of the Plan, the Board of Directors of the Company amended the Plan, effective as of October 1, 2006, to reflect the change in the benefit formula for retirement benefits under the Plan; and WHEREAS, the Company desires to reduce to writing said amendment to the Plan. NOW, THEREFORE, Atmos Energy Corporation does hereby amend the Plan, effective as of October 1, 2006, as follows: 1. Section 2.1(l) is amended by striking said Section and substituting in lieu thereof the following: (l) Reserved. 2. Section 2.1(t) is amended by striking said Section and substituting in lieu thereof the following: (t) Reserved. 3. Section 2.1(z) is amended by striking said Section and substituting in lieu thereof the following: (z) Reserved. 4. Section 5.2 is amended by striking said Section and substituting in lieu thereof the following: Section 5.2. Amount of Supplemental Pension: (a) Upon Retirement. Except as otherwise provided in the Participant' s Participation Agreement, the Supplemental Pension payable to a Participant who Retires, and who has been an Eligible Employee for at least two years shall, unless reduced as provided in paragraph (c) below, equal (i) minus (ii) as follows:

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(i) Sixty Percent (60%) of the Participant' s Compensation, reduced if the Participant has fewer than ten (10) years of vesting service under the Pension Plan by one-tenth (1/10th) for each year of his vesting service less than ten (10); (ii) The monthly amount of pension payable to the Participant under the Pension Plan as of the date that his Supplemental Pension commences, assuming payment in the normal form applicable to him under the Pension Plan.(b) Reduction for Early Commencement of Supplemental Pensions. If a Participant' s Supplemental Pension commences before the Participant attains age 62, the amount determined under subparagraph (a)(i) above shall, unless otherwise provided in a Participation Agreement, be reduced by 2% per year for the first two (2) years (or fractional years thereof, based on full months) that the date of commencement precedes ...