Supplemental Executive Benefits Plan

EXHIBIT 10.3


AMENDMENT NO. 1 TO
THE ATMOS ENERGY CORPORATION
SUPPLEMENTAL EXECUTIVE BENEFITS PLAN
(Restated as of November 11, 1992)


WHEREAS, effective October 1, 1987, ATMOS ENERGY CORPORATION (the "Employer") adopted THE ATMOS ENERGY CORPORATION SUPPLEMENTAL EXECUTIVE BENEFITS PLAN (the "Plan"); and


WHEREAS, on November 11, 1992, the Employer restated the Plan in its entirety; and


WHEREAS, pursuant to Section 9.1 of the Plan, the Employer desires to amend the Plan as hereinafter set forth;


NOW, THEREFORE, the Plan shall be, and hereby is, amended, effective as of the date this Amendment is executed, in the following respects:


1. The first sentence of the definition of "Pension Plan" in Section 2.1(j) of the Plan shall be, and hereby is, amended and revised to read in its entirety as follows:


"The Employees' Retirement Plan of Atmos Energy Corporation, the Western Kentucky Gas Retirement Plan, or the Greeley Gas Company Employees' Pension Plan, whichever is applicable, as amended from time to time."


2. Section 2.3 of the Plan shall be, and hereby is, amended and revised to read in its entirety as follows:


"GOVERNING LAW: This Plan shall be construed in accordance with and governed by the laws of the State of Texas except to the extent otherwise preempted by the Employee Retirement Income Security Act of 1974, as amended, or any other federal law."


3. Section 3.1 of the Plan shall be, and hereby is, amended and revised to read in its entirety as follows:


"EMPLOYEES ELIGIBLE TO PARTICIPATE: All corporate officers of the Employer elected by the Board of Directors (excluding any assistant officers that may be elected from time to time) shall participate in this Plan; provided, however, that all benefits payable under this Plan are subject to the provisions of Section 9.5 hereof. Any Participant who ceases being a corporate officer of the Employer during his employment with the Employer shall immediately cease participation in this Plan except as otherwise set forth in this Plan."


4. The first paragraph of Section 5.1 of the Plan shall be, and hereby is, amended and revised to read in its entirety as follows:


"Except as otherwise provided elsewhere in this Plan or in a Participation Agreement entered into in the form attached to this Plan as Exhibit C-2, if a Participant (i) has been a corporate officer of the Employer for at least two years, (ii) has at least five years of vesting service under the Pension Plan, and (iii) has reached the age when he is eligible for the immediate commencement of his Pension Plan benefit when his employment with the Employer terminates, he shall be entitled to a monthly Supplemental Pension calculated pursuant to Exhibit A-1 attached hereto; provided, however, in no event shall the combined annual payment from this Plan and the Pension Plan to any Participant listed on the Minimum Benefit Schedule attached to this Plan as Exhibit A be less than the minimum Annual Amount for such Participant specified in the Minimum Benefit Schedule."


5. The first paragraph of Section 5.6 of the Plan shall be, and hereby is, amended and revised to read in its entirety as follows:


"Notwithstanding anything expressly or impliedly to the contrary contained in this Plan, if, following a Change in Control of the Employer, a Participant's employment is terminated, or he is demoted or reassigned to a position that is no longer a corporate officer position, for any reason other than for Cause (as defined in Section 9.2 of this Plan), the Participant shall nevertheless be entitled to receive a Supplemental Pension at such time as he becomes entitled to receive a benefit under the Pension Plan regardless of whether the Participant has been a corporate officer for at least two years or has five years of vesting service under the Pension Plan at the time of such termination, demotion, or reassignment. Such Supplemental Pension shall be calculated in the same manner as set forth in Section 9.1 of this Plan for benefits payable in the event of a termination of the Plan."


6. Section 6.3 of the Plan shall be, and hereby is, amended and revised to read in its entirety as follows:


"COMMENCEMENT OF SUPPLEMENTAL PENSION: Notwithstanding the requirement contained in Section 5.1 hereof that a Participant have been a corporate officer of the Employer for at least two years, have at least five years of vesting service under the Pension Plan, and have reached the age when he is eligible for the immediate commencement of his Pension Plan benefit when his employment with Employer terminates, a Participant receiving a Disability Pension hereunder will be eligible for a Supplemental Pension under Article V hereof, provided his disability continues until the commencement of the Supplemental Pension. However, all applicable provisions of Article V relating to a reduction in the amount of a Participant's Supplemental Pension shall apply to any Supplemental Pension received hereunder unless the terms of the Plan provide otherwise."


- 2 -


7. The first sentence of the fourth paragraph of Section 9.1 of the Plan shall be, and hereby is, amended and revised to read in its entirety as follows:


"In the event the Board of Directors terminates the Plan or any portion thereof and such termination affects the Supplemental Pension described in the Plan, a Participant's right to a Supplemental Pension shall immediately vest regardless of whether the Participant has been a corporate officer of the Employer for at least two years or has five years of vesting service under the Pension Plan."


8. The first paragraph of Section 9.2 shall be, and hereby is, amended and revised to read in its entirety as follows:


"Nothing contained in this Plan shall be construed as a contract of employment between the Employer and any employee, or as a right of any employee to be continued in the employment of the Employer, or as a limitation of the right of the Employer to discharge any of its employees, with or without Cause. If a Participant's employment with the Employer is terminated without Cause or if the Participant's participation in the Plan is terminated for any reason other than resignation or termination of employment for Cause (except as otherwise provided in a Participation Agreement entered into in the form attached hereto as Exhibit C-2), the Participant shall be entitled to the benefits payable under this Plan that have accrued prior to the termination of employment or Plan participation. If such termination occurs upon or after a 'Change in Control' (as defined in Section 5.6 hereof), the Participant's right to a Supplemental Pension shall immediately vest regardless of whether the Participant has been a corporate officer of the Employer for at least two years or has five years of vesting service under the Pension Plan as of the date of such termination. The amount of the benefits payable under this Plan to a Participant whose employment with the Employer has been terminated without Cause or whose participation in the Plan has been terminated for any reason other than resignation or termination of employment for Cause (except as otherwise provided in a Participation Agreement entered into in the form attached hereto as Exhibit C-2) shall, if such termination occurs upon or after a 'Change of Control' (as defined in Section 5.6 hereof), be calculated in the same manner as set forth in Section 9.1 above for benefits payable in the event of a termination of the Plan. Notwithstanding any provision to the contrary herein contained, if, prior to a 'Change of Control' (as defined in Section 5.6 hereof), a Participant's employment with the Employer is terminated without Cause or if the Participant's participation in the Plan is terminated for any reason other than resignation or termination of employment for Cause, then, except as otherwise provided in a Participation Agreement entered into in the form attached hereto as Exhibit C-2, the amount of the benefits payable under this Plan to such Participant shall be calculated in the manner set forth in Section 5.1 above and the Participant's right to a Supplemental Pension shall vest only if the Participant has been


- 3 -


a corporate officer of the Employer for at least two years and has five years of vesting service under the Pension Plan as of the date of such termination."


9. Exhibit B shall be, and hereby is, replaced with Exhibit B attached to this Amendment.


10. Exhibit C-1 shall be, and hereby is, replaced with Exhibit C-1 attached to this Amendment.


IN WITNESS WHEREOF, the Employer has executed this Amendment No. 1 to The Atmos Energy Corporation Supplemental Executive Benefits Plan this day of November, 1995 to be effective as of this date.
ATMOS ENERGY CORPORATION


By: /s/ Robert F. Stephens
-----------------------------
Robert F. Stephens
President and Chief Operating
Officer


- 4 -


...