0000950134-05-002440 Sample Contracts

AWARD AGREEMENT OF RESTRICTED STOCK WITH TIME-LAPSE VESTING UNDER THE ATMOS ENERGY CORPORATION 1998 LONG-TERM INCENTIVE PLAN
Award Agreement of Restricted Stock • February 9th, 2005 • Atmos Energy Corp • Natural gas distribution

This Award Agreement of Restricted Stock with time-lapse vesting is dated as of April 14, 2004, by and between, Atmos Energy Corporation, a Texas and Virginia corporation (the “Company”), and «FirstName» «Initial» «LastName» «Jr» (“Grantee”), pursuant to the Company’s 1998 Long-Term Incentive Plan (the “Plan”). Capitalized terms that are used, but not defined, in this document shall have the meaning set forth in the Plan.

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NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE ATMOS ENERGY CORPORATION 1998 LONG-TERM INCENTIVE PLAN
Non-Qualified Stock Option Agreement • February 9th, 2005 • Atmos Energy Corp • Natural gas distribution • Texas

Atmos Energy Corporation, a Texas and Virginia corporation (the “Company”) hereby grants to the above-named optionee (the “Optionee”) an option (the “Option”) to purchase from the Company, for the price per share set forth above, the number of shares of common stock (the “Stock”) of the Company set forth above pursuant to the Atmos Energy Corporation 1998 Long-Term Incentive Plan (the “Plan”). This Option is intended to be a non-qualified stock option and is not intended to constitute an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

RESTRICTED STOCK AWARD AGREEMENT UNDER THE ATMOS ENERGY CORPORATION 1998 LONG- TERM INCENTIVE PLAN
Restricted Stock Award Agreement • February 9th, 2005 • Atmos Energy Corp • Natural gas distribution

This Restricted Stock Award Agreement is dated as of March 11, 2003, by and between, Atmos Energy Corporation, a Texas and Virginia corporation (the “Company”), and «FirstName» «Initial» «LastName» «Jr» (“Grantee”), pursuant to the Company’s 1998 Long-Term Incentive Plan (the “Plan”). Capitalized terms that are used, but not defined, in this document shall have the meaning set forth in the Plan.

AWARD AGREEMENT OF PERFORMANCE-BASED RESTRICTED STOCK UNITS UNDER THE ATMOS ENERGY CORPORATION 1998 LONG-TERM INCENTIVE PLAN
Award Agreement of Performance-Based Restricted Stock Units • February 9th, 2005 • Atmos Energy Corp • Natural gas distribution

This Award Agreement of Performance-Based Restricted Stock Units is dated as of April 14, 2004, by and between Atmos Energy Corporation, a Texas and Virginia corporation (the “Company”), and «First» «Initial» «Last» «Jr» (“Grantee”), pursuant to the Company’s 1998 Long-Term Incentive Plan (the “Plan”). Capitalized terms that are used, but not defined, in this document shall have the meaning set forth in the Plan.

ELEVENTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 9th, 2005 • Atmos Energy Corp • Natural gas distribution • New York

This ELEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into effective as of December 14, 2004, in respect of the Uncommitted Amended and Restated Credit Agreement, dated as of July 1, 2002 (as amended, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”) by and among ATMOS ENERGY MARKETING, LLC (formerly known as Woodward Marketing, L.L.C.), a Delaware limited liability company (the “Borrower”), the financial institutions parties thereto (the “Banks”), FORTIS CAPITAL CORP., a Connecticut corporation (“Fortis”), as a Bank, as an Issuing Bank, as Collateral Agent and as Administrative Agent for the Banks, and BNP PARIBAS, a bank organized under the laws of France (“BNP Paribas”), as a Bank, as an Issuing Bank, and as Documentation Agent.

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