UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 11-K

FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE,

SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
     
(Mark One)
   
þ
  ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
    For the fiscal year ended December 31, 2003
 
or
 
o
  TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
    For the transition period from           to

Commission file number 33-57687

Atmos Energy Corporation Retirement

Savings Plan and Trust
(Full title of the plan and the address of the
plan, if different from that of the issuer named below)

Atmos Energy Corporation

Three Lincoln Centre, Suite 1800
5430 LBJ Freeway
Dallas, Texas 75240
(Name of issuer of the securities held
pursuant to the plan and the
address of its principal executive office)

 

ATMOS ENERGY CORPORATION RETIREMENT

SAVINGS PLAN AND TRUST

FINANCIAL STATEMENTS

AND SUPPLEMENTAL SCHEDULE

AS OF DECEMBER 31, 2003 AND 2002

AND FOR THE YEAR ENDED DECEMBER 31, 2003
 

CONTENTS

           
Page
Number
  Report of Independent Registered Public Accounting Firm
    2  
Audited Financial Statements:
       
 
  Statements of Net Assets Available for Benefits
    3  
 
  Statement of Changes in Net Assets Available for Benefits
    4  
 
  Notes to Financial Statements
    5  
Supplemental Schedule:
       
 
  Schedule H; Line 4i — Schedule of Assets (Held at End of Year)
    11  
  Signatures
    12  
  Exhibits Index
    13  
  Amendment No. 10 to Retirement Savings Plan
  Amendment No. 11 to Retirement Savings Plan
  Consent of Independent Public Accounting Firm

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Retirement Savings Plan Trust Committee

Atmos Energy Corporation Retirement Savings Plan and Trust

      We have audited the accompanying statements of net assets available for benefits of the Atmos Energy Corporation Retirement Savings Plan and Trust as of December 31, 2003 and 2002, and the related statement of changes in net assets available for benefits for the year ended December 31, 2003. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

      We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2003 and 2002, and the changes in its net assets available for benefits for the year ended December 31, 2003, in conformity with U.S. generally accepted accounting principles.

      Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2003, is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

  /S/ ERNST & YOUNG LLP

Dallas, Texas

June 9, 2004


ATMOS ENERGY CORPORATION RETIREMENT

SAVINGS PLAN AND TRUST

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

                     
December 31
2003 2002
ASSETS
Investments:
               
 
Common stock of Atmos Energy Corporation
  $ 56,227,012     $ 57,217,105  
 
Registered Investment Companies:
               
   
T. Rowe Price Balanced Fund
    2,868,520       2,672,712  
   
T. Rowe Price Spectrum Income Fund
    5,491,262       1,914,601  
   
T. Rowe Price Spectrum Growth Fund
    5,514,366       4,834,376  
   
T. Rowe Price International Stock Fund
    5,891,711       774,407  
   
T. Rowe Price Short-Term Bond Fund
    3,329,762       1,681,927  
   
T. Rowe Price U.S. Bond Index Fund
    538,884       243,194  
   
T. Rowe Price New Horizons Fund
    3,854,242       399,989  
   
T. Rowe Price New America Growth Fund
    6,072,596       4,584,854  
   
T. Rowe Price Equity Income Fund
    10,021,250       8,509,649  
   
T. Rowe Price Equity Index 500 Fund
    9,089,811       665,411  
   
Columbia Growth Stock Z Fund
    1,809,253       130,742  
 
Common/ Collective Trust:
               
   
T. Rowe Price Stable Value Fund
    9,687,064       8,400,762  
 
Common stock of Entergy Corporation
    93,809       75,037  
 
Common stock of Citizens Communications Company, Class B
    964,985       1,726,917  
 
Participant loans
    5,236,322       4,222,143  
     
     
 
Total investments
    126,690,849       98,053,826  
Receivables:
               
 
Due from broker
    4,981       14,253  
 
Participant contributions
    253,382       210,780  
 
Company contributions
    132,187       113,253  
     
     
 
Total receivables
    390,550       338,286  
     
     
 
Net assets available for benefits
  $ 127,081,399     $ 98,392,112  
     
     
 

See accompanying notes


ATMOS ENERGY CORPORATION RETIREMENT

SAVINGS PLAN AND TRUST

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

           
Year Ended
December 31,
2003
Additions
       
Investment income:
       
 
Net appreciation in fair value of investments
  $ 11,732,028  
 
Dividends on common stock
    2,810,230  
 
Interest and dividends on registered investment companies
    1,270,908  
 
Interest on participant loans
    350,378  
     
 
      16,163,544  
Contributions:
       
 
Participants
    7,915,893  
 
Company
    4,175,664  
 
Rollovers
    443,851  
     
 
      12,535,408  
Transfers in from:
       
 
Mississippi Valley Gas Company Savings Plan
    7,722,335  
 
Mississippi Valley Gas Company Savings Plan for Union Employees
    148,264  
     
 
      7,870,599  
     
 
 
Total additions
    36,569,551  
Deductions
       
Distributions to participants
    7,820,163  
Administrative expenses
    60,101  
     
 
 
Total deductions
    7,880,264  
     
 
Net increase
    28,689,287  
Net assets available for benefits, at beginning of year
    98,392,112  
     
 
Net assets available for benefits, at end of year
  $ 127,081,399  
     
 

See accompanying notes

ATMOS ENERGY CORPORATION RETIREMENT

SAVINGS PLAN AND TRUST

NOTES TO FINANCIAL STATEMENTS

December 31, 2003
 
1. Description of the Plan

      The following brief description of the Atmos Energy Corporation Retirement Savings Plan and Trust (the Plan) is provided for general information only. Participants should refer to the Summary Plan Description for a more complete description of the Plan’s provisions.

 
General

      The Plan is a trusteed defined contribution retirement benefit plan offered to eligible employees of Atmos Energy Corporation (the Company or Atmos). The Plan is to continue for an indefinite term and may be amended or terminated at any time by the Board of Directors of Atmos (the Board). The Plan is administered by the Retirement Savings Plan Trust Committee (the Committee) which is appointed by the Board. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA).

      On December 3, 2002, the Company completed the acquisition of Mississippi Valley Gas Company (MVG). At the time of acquisition, MVG had two defined contribution plans covering substantially all full-time employees. The first plan was the Mississippi Valley Gas Company Savings Plan (the MVG Plan) and the second plan was the Mississippi Valley Gas Company Savings Plan for Union Employees (the MVG Union Plan). Effective December 21, 2002, all participants in the MVG Plan were eligible to participate in the Plan. Benefits attributable to the MVG Plan continued to be paid from the MVG Plan until May 1, 2003, at which time the MVG Plan was merged into the Plan and the remaining assets were transferred into the Plan. During 2003, certain participants in the MVG Union Plan assumed non-union positions and were allowed to participate in the Plan. On November 10, 2003, the assets relating to those participants were transferred from the MVG Union Plan into the Plan. At the present time, the MVG Union Plan will continue until such time when a new agreement is reached that would allow the union employees’ participation in the Plan.

 
Eligibility

      Substantially all employees of the Company (except employees covered by other agreements, leased employees and any employees covered by a collective bargaining agreement in which Plan participation has not been negotiated through good faith bargaining) (Participants) are eligible to participate in the Plan as of the first payroll period coincident with or immediately following the date of hire.

 
Contributions

      Contributions to the Plan include contributions withheld by the Company on behalf of each Participant in an amount specified by the Participant pursuant to a salary reduction agreement, as well as matching Company contributions and any discretionary Company contributions.

      Participants are eligible to receive matching Company contributions after completing at least one year of service, effective on the first full pay period following the earlier of January 1, April 1, July 1 or October 1 after which one year of service has been completed.

      Participants may elect a salary reduction (not to exceed $12,000 in 2003 or $14,000 for those participants age 50 or older), ranging from a minimum of 1 percent up to a maximum of 65 percent of eligible compensation, as defined by the Plan, not to exceed the maximum allowed by the Internal Revenue Service (IRS).

      The Company shall contribute a matching Company contribution in an amount equal to 100 percent of each Participant’s salary reduction contribution, up to a maximum of 4 percent of such Participant’s eligible compensation, as defined by the Plan, for the Plan year. The Company’s matching contribution meets the current IRS “Safe Harbor” definition. The Company may revoke or amend any Participant’s salary reduction agreement if necessary to ensure that (1) each Participant’s additions for any year will not exceed applicable IRS Code (the Code) limitations and (2) Company matching contributions will be fully deductible for federal income tax purposes.

      The Plan also provides that a discretionary contribution may be made at the option of the Board and in an amount determined annually by the Board. No discretionary contribution was made to the Plan in 2003.

      All contributions to a Participant’s account are immediately and fully vested.

 
Investment Options

      The Plan allows Participants’ salary reduction contributions to be invested among a variety of registered investment companies, one common/collective trust and Atmos common stock.

      The Stock Purchase Program Fund, consisting of Atmos common stock, is participant directed. All Company matching and discretionary contributions are directed into this fund. Contributions made to this fund, both Participant directed and Company matching and discretionary, are allowed to be diversified at any time after the contribution is made into one or more of the other investment options offered by the Plan.

      In May 2000, the Company completed the acquisition of the Missouri natural gas distribution assets of Associated Natural Gas (ANG) from a subsidiary of Southwestern Energy Corporation. Employees of ANG that joined the Company were allowed to transfer into the Plan his or her assets which were held in the Southwestern Energy Corporation 401(k) Plan (the Southwestern Plan). To accommodate several ANG employees who held Entergy Corporation (Entergy) common stock in the Southwestern Plan, an additional account was established in the Plan to hold the Entergy stock. This account was established as a frozen account where funds can be liquidated but no new stock added.

      In July 2001, the Company completed the acquisition of the assets of Louisiana Gas Service Company and LGS Natural Gas Company (LGS) from Citizens Communications Company, formerly Citizens Utilities Company. Substantially all employees of LGS who joined the Company were immediately eligible to participate in the Plan. Employees of LGS that joined the Company were allowed to rollover into the Plan their assets which were held in the Citizens Utilities Company 401(k) Employee Benefit Plan (the Citizens Plan). To accommodate several LGS employees who held Citizens Communications Company (Citizens) Class B common stock in the Citizens Plan, an additional account was established in the Plan to hold the Citizens stock. This account was established as a frozen account where funds can be liquidated but no new stock added.

 
Distributions to Participants

      Dividends received on Atmos common stock are automatically reinvested in Atmos common stock. However, a Participant may elect to have his or her dividends paid in cash. This election may be made at any time during the period beginning on the first business day on or after the dividend record date and ending at a time specified by the Committee on the last business day preceding the dividend payout date. Cash dividends received on Atmos common stock, in accordance with the Plan, must be distributed to Participants no later than 90 days after the Plan’s year end. Currently, the dividends are distributed quarterly. Once a Participant elects to receive his or her dividends in cash, the election will remain in effect until the election is changed.

      A Participant may elect to receive an annual distribution of Company matching or discretionary contributions made to his or her account prior to January 1, 1999 and which were allocated to his or her account at least two years prior to such election. These annual elections are made as of January 1. The annual distribution from the Plan is normally made in February of the following year. Company matching or discretionary contributions made after January 1, 1999 meet the current IRS “Safe Harbor” definition and are not eligible for in-service withdrawal.

      In the event of retirement, death, termination due to disability or termination of employment for another reason, a Participant is entitled to withdraw the entire amount from each of his or her accounts. Withdrawals from a Participant’s salary reduction account, as well as the Company matching and discretionary accounts, are also allowed upon proof of financial hardship meeting IRS “Safe Harbor” definitions or, if elected, subsequent to the Participant attaining age 59 1/2. Withdrawals from the Stock Purchase Program Fund may be in the form of Atmos common stock or cash, as determined by the Committee. However, a Participant has the right to have withdrawals made in the form of Atmos common stock upon written notice by the Participant.

 
Loans to Participants

      A Participant may borrow up to the lesser of $50,000 or 50 percent of his or her account balance, with a minimum loan amount of $1,000. Loans are repaid through payroll deductions over periods of up to 5 years for general purpose loans or 15 years for primary residence loans. The interest rate is the U.S. prime rate plus 2 percent and is fixed over the life of the loan. A Participant may have a maximum of two loans outstanding at any one time.

      If a Participant has an outstanding loan in force and terminates his or her employment, the Participant may elect to continue to pay the loan according to the payment schedule that was set up at the time the loan was initiated. If this option is elected, the Participant must also leave his or her account balance in the Plan. A second option is that the Participant may elect to have the outstanding loan balance treated as a distribution from the Plan. A third option is that the Participant may repay the loan in full prior to his or her termination of employment.

 
Plan Termination

      While the Company has not expressed any intent to terminate the Plan, it is free to do so at any time. In the event of the dissolution, merger, consolidation or reorganization of the Company, the Plan shall terminate and the trust shall be liquidated, unless the Plan is continued by a successor. Upon such liquidation, all accounts shall be distributed to the Participants.

 
2. Summary of Significant Accounting Policies
 
Basis of Presentation

      The financial statements of the Plan are prepared on the accrual basis of accounting. Distributions to participants are recorded when paid.

 
Use of Estimates

      The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

 
Investment Valuation and Income Recognition

      Shares of registered investment companies are valued at fair value based on published market prices which represent the net asset value of shares held by the Plan at year end. Investments in common stock are valued at fair value based on quoted market prices. The fair value of investments in the common/collective trust is determined periodically by T. Rowe Price Associates, Inc. based upon the current fair value of the underlying assets of the fund based on quoted market prices. Participant loans are valued at remaining outstanding balances which approximates fair value.

      Purchases and sales of securities are recorded on a trade date basis. Investment income is recorded on the accrual basis and dividend income is recorded on the ex-dividend date. Realized gains and losses from security transactions are reported on the average historical cost method. Capital gains and losses are included in interest and dividend income.

 
3. Administration of the Plan and Plan Assets

      The Plan is administered by the Committee, consisting of at least three persons who are appointed by the Board. The members of the Committee serve at the pleasure of the Board without compensation. Certain administrative functions are performed by employees of the Company. No employee of the Company receives compensation from the Plan.

      In accordance with the Plan, the Company has appointed the Committee as Trustee of the Plan. The Trustee may be removed at the discretion of the Board. The Trustee shall vote any common stock held in the trust in accordance with directions received from the Participants, or at its discretion if there are no such directions. The Plan’s assets are held by T. Rowe Price Associates, Inc., the custodian and recordkeeper of the Plan.

      All expenses of the Plan are paid by the Company except for processing fees related to loans to participants.

 
4. Investments

      Investments that represent 5 percent or more of the Plan’s net assets available for benefits are separately identified in the statements of net assets available for benefits.

      The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.

      During 2003, the Plan’s investments (including investments purchased and sold, as well as held during the year) appreciated/(depreciated) in fair value as determined by quoted market prices for common stocks and published market prices for registered investment companies as follows:

           
Atmos Energy Corporation Common Stock
  $ 2,061,014  
Registered Investment Companies:
       
 
T. Rowe Price Balanced Fund
    450,488  
 
T. Rowe Price Spectrum Income Fund
    359,369  
 
T. Rowe Price Spectrum Growth Fund
    1,346,009  
 
T. Rowe Price International Stock Fund
    1,176,725  
 
T. Rowe Price Short-Term Bond Fund
    (1,254 )
 
T. Rowe Price U.S. Bond Index Fund
    (172 )
 
T. Rowe Price New Horizons Fund
    942,318  
 
T. Rowe Price New America Growth Fund
    1,615,144  
 
T. Rowe Price Equity Income Fund
    1,757,373  
 
T. Rowe Price Equity Index 500 Fund
    1,481,767  
 
Columbia Growth Stock Z Fund
    341,965  
Entergy Corporation Common Stock
    18,942  
Citizens Communications Company Common Stock
    182,340  
     
 
    $ 11,732,028  
     
 
 
5. Differences Between the Financial Statements and Form 5500

      The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:

                 

December 31
2003 2002
Net assets available for benefits per the financial statements
  $ 127,081,399     $ 98,392,112  
Amounts allocated to withdrawing participants
    —       (568,170 )
     
     
 
Net assets available for benefits per the Form 5500
  $ 127,081,399     $ 97,823,942  
     
     
 

      The following is a reconciliation of distributions to participants per the financial statements to the Form 5500:

         

Year Ended
December 31,
2003
Distributions to participants per financial statements
  $ 7,820,163  
Add: Amounts allocated to withdrawing participants at December 31, 2003
    —  
Less: Amounts allocated to withdrawing participants at December 31, 2002
    (568,170 )
     
 
Distributions to participants per the Form 5500
  $ 7,251,993  
     
 

      Amounts allocated to withdrawing participants are recorded on the Form 5500 for distributions to participants that have been processed and approved for payment prior to December 31 but not yet paid as of that date.

 
6. Income Tax Status

      The Plan received a determination letter from the IRS dated November 1, 2002 stating that the Plan is qualified under Section 401(a) of the Code and, therefore, the related trust is exempt from taxation. Subsequent to this determination by the IRS, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended, is qualified and the related trust is tax-exempt.


ATMOS ENERGY CORPORATION RETIREMENT

SAVINGS PLAN AND TRUST

SCHEDULE H; LINE 4i

SCHEDULE OF ASSETS (HELD AT END OF YEAR)

EIN: 75-1984576

PLAN NUMBER: 002
December 31, 2003
                             
(c) Description of investment
including maturity date
(b) Identity of issue, borrower, rate of interest, collateral, (e) Current
(a) lessor or similar party par or maturity value (d) Cost value
  *     Atmos Energy Corporation   Common stock; 2,313,869 shares     **     $ 56,227,012  
  *     T. Rowe Price Associates, Inc.   Stable Value Fund     **       9,687,064  
  *     T. Rowe Price Associates, Inc.   Balanced Fund     **       2,868,520  
  *     T. Rowe Price Associates, Inc.   Spectrum Income Fund     **       5,491,262  
  *     T. Rowe Price Associates, Inc.   Spectrum Growth Fund     **       5,514,366  
  *     T. Rowe Price Associates, Inc.   International Stock Fund     **       5,891,711  
  *     T. Rowe Price Associates, Inc.   Short-Term Bond Fund     **       3,329,762  
  *     T. Rowe Price Associates, Inc.   U.S. Bond Index Fund     **       538,884  
  *     T. Rowe Price Associates, Inc.   New Horizons Fund     **       3,854,242  
  *     T. Rowe Price Associates, Inc.   New America Growth Fund     **       6,072,596  
  *     T. Rowe Price Associates, Inc.   Equity Income Fund     **       10,021,250  
  *     T. Rowe Price Associates, Inc.   Equity Index 500 Fund     **       9,089,811  
        Columbia Funds Distributor, Inc.   Columbia Growth Stock Z Fund     **       1,809,253  
        Entergy Corporation   Common stock; 1,642 shares     **       93,809  
        Citizens Communications   Common stock, 77,696 shares     **       964,985  
  *     Participant Loans   Interest rates from 6.00% to 11.00%     —       5,236,322  
                         
 
                        $ 126,690,849  
                         
 

  *  Indicates party-in-interest to the Plan

**  Cost information in column (d) is not required for participant-directed investments


SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the Retirement Savings Plan Trust Committee, the Trustee, of the Atmos Energy Corporation Retirement Savings Plan and Trust, as amended, has duly caused this annual report to be signed on its behalf by the undersigned, hereunto duly authorized.

  ATMOS ENERGY CORPORATION RETIREMENT
  SAVINGS PLAN AND TRUST

  By:  /s/ LAURIE M. SHERWOOD
 
  Laurie M. Sherwood
  Chairperson of the Committee

June 25, 2004


EXHIBITS INDEX

             
Exhibit
number Description Page number or incorporation by reference to
  4     Instruments defining rights of security holders:    
        (a) Atmos Energy Corporation Employee Stock Ownership Plan and Trust (Effective January 1, 1999)   Exhibit (4)(f) of Form 11-K for the year ended December 31, 1998 (File No. 33-57687)
        (b) Amendment No. One to the Atmos Energy Corporation Employee Stock Ownership Plan and Trust (Effective January 1, 1999), effective as of January 1, 1999   Exhibit (4)(b) of Form 11-K for the year ended December 31, 2000 (File No. 33-57687)
        (c) Amendment No. Two to the Atmos Energy Corporation Employee Stock Ownership Plan and Trust (Effective January 1, 1999), effective as of June 1, 2000   Exhibit (4)(c) of Form 11-K for the year ended December 31, 2000 (File No. 33-57687)
        (d) Amendment No. Three to the Atmos Energy Corporation Employee Stock Ownership Plan and Trust (Effective January 1, 1999), effective as of January 1, 2001   Exhibit (4)(d) of Form 11-K for the year ended December 31, 2002 (File No. 33-57687)
        (e) Amendment No. Four to the Atmos Energy Corporation Employee Stock Ownership Plan and Trust (Effective January 1, 1999), effective as of July 1, 2001   Exhibit (4)(d) of Form 11-K for the year ended December 31, 2001 (File No. 33-57687)
        (f) Amendment No. Five to the Atmos Energy Corporation Employee Stock Ownership Plan and Trust (Effective January 1, 2002), effective as of December 31, 2001   Exhibit (4)(e) of Form 11-K for the year ended December 31, 2001 (File No. 33-57687)
        (g) Amendment No. Six to the Atmos Energy Corporation Employee Stock Ownership Plan and Trust (Effective January 1, 1999), effective as of March 1, 2002   Exhibit (4)(f) of Form 11-K for the year ended December 31, 2001 (File No. 33-57687)
        (h) Amendment No. Seven to the Atmos Energy Corporation Retirement Savings Plan and Trust (Effective January 1, 1999), effective as of July 1, 2001   Exhibit (4)(h) of Form 11-K for the year ended December 31, 2002 (File No. 33-57687)
        (i) Amendment No. Eight to the Atmos Energy Corporation Retirement Savings Plan and Trust (Effective January 1, 1999), effective as of November 1, 2002   Exhibit (4)(i) of Form 11-K for the year ended December 31, 2002 (File No. 33-57687)
        (j) Amendment No. Nine to the Atmos Energy Corporation Retirement Savings Plan and Trust (Effective January 1, 1999), effective as of December 3, 2002   Exhibit (4)(j) of Form 11-K for the year ended December 31, 2002 (File No. 33-57687)

             
Exhibit
number Description Page number or incorporation by reference to
        (k) Amendment No. Ten to the Atmos Energy Corporation Retirement Savings Plan and Trust (Effective January 1, 1999), effective as of May 1, 2003    
        (l) Amendment No. Eleven to the Atmos Energy Corporation Retirement Savings Plan and Trust (Effective January 1, 1999), effective as of January 1, 2003    
  23     Consent of Independent Registered Public Accounting Firm    

 

Exhibit 4(k)

AMENDMENT NO. TEN
TO THE
ATMOS ENERGY CORPORATION
RETIREMENT SAVINGS PLAN AND TRUST
EFFECTIVE JANUARY 1, 1999

     WHEREAS, ATMOS ENERGY CORPORATION (the “Company”) has heretofore amended and restated the Atmos Energy Corporation Retirement Savings Plan and Trust Effective January 1, 1999 (the “Plan”), and has thereafter, from time to time amended the Plan; and

     WHEREAS, the Company desires to amend the Plan in order (i) to reflect the merger of the Mississippi Valley Gas Company Savings Plan (“MVG Non-Union Plan”) with and into the Plan, effective as of May 1, 2003, (ii) to reflect the transfer of assets and liabilities to the Plan from the Mississippi Valley Gas Company Savings Plan for Union Employees (renamed the Atmos Energy Corporation Savings Plan for MVG Union Employees) (“MVG Union Plan”), effective from and after October 1, 2003, (iii) to reflect certain changes in the in-service withdrawal provisions of the Plan, and (iv) to conform certain provisions to changes previously made to the Plan.

     NOW, THEREFORE, pursuant to Section 10.01 of the Plan, Atmos Energy Corporation does hereby amend the Plan, effective as of the dates herein after provided, as follows:

     1. Section 2.01(o) is amended, effective as of May 1, 2003, by adding the following at the end of the second sentence of said Section:

, and amounts transferred from the MVG Non-Union Plan (as defined in section 3.08 hereof) that are attributable to an MVG Participant’s matching contribution account under the MVG Non-Union Plan as provided for in Section 3.08 hereof.

     2. Section 2.01(o) is amended further, effective as of October 1, 2003, by adding the following at the end of the second sentence of said Section:

, and amounts transferred from the MVG Union Plan (as defined in section 4.07(a) hereof) that are attributable to the applicable Participant’s matching contribution account under the MVG Union Plan as provided for in Section 4.07 hereof.

     3. Section 2.01(hh) is amended, effective as of May 1, 2003, by adding the following sentence at the end of said Section:

Said account shall also include amounts transferred from the MVG Non-Union Plan that are attributable to an MVG Participant’s deferred income account under the MVG Non-Union Plan as provided for in Section 3.08 hereof.

     4. Section 2.01(hh) is amended further, effective as of October 1, 2003, by adding the following at the end of the last sentence at the end of said Section:

, and amounts transferred from the MVG Union Plan that are attributable to the applicable Participant’s deferred income account under the MVG Union Plan as provided for in Section 4.07 hereof.

     5. Section 2.01(ll) is amended, effective as of March 1, 2002, by striking the second sentence of said Section and substituting in lieu thereof the following:

The same provisions applicable to the Retirement Savings Committee specified in Sections 8.02 and 8.07 hereof shall apply to, respectively, the appointment of the members of the Trust Committee and the procedures to be adopted by the Trust Committee for the conduct of its affairs.

     6. Article III is amended, effective as of May 1, 2003, by adding the following new Section 3.08 as follows:

     3.08 Special Rules for MVG Participants

  (a)   The account balances of participants (the “MVG Participants”) in the Mississippi Valley Gas Company Savings Plan (the “MVG Non-Union Plan”) which are transferred into the Plan effective as of May 1, 2003, shall be held, administered, and distributed as part of the Plan as follows:

  (1)   All amounts transferred from the MVG Non-Union Plan that are attributable to an MVG Participant’s deferred income account under the MVG Non-Union Plan shall be held in the Salary Reduction Contribution Account established for such MVG Participant under the Plan;
 
  (2)   All amounts transferred from the MVG Non-Union Plan that are attributable to an MVG Participant’s matching contribution account under the MVG Non-Union Plan shall be held in a subaccount of the Employer Contribution Account established for such Employee under the Plan. The MVG Participant shall be 100% vested in said subaccount and all amounts contained therein may be invested as soon as administratively possible in accordance with the procedures established by the Committee and communicated in writing to the MVG Participants.

 

  (b)   All outstanding loans under the MVG Non-Union Plan of the MVG Employees who are MVG Participants shall be transferred in kind to the Plan and shall be maintained and administered under Section 7.06 in accordance with the terms of said loans as in effect at the time of said transfer.
 
  (c)   The amounts transferred from the MVG Non-Union Plan that are attributable to forfeitures of account balances under that Plan and to the suspense account containing unallocated contributions to that Plan shall be used to reduce Safe Harbor Matching Contributions under the Plan.

     7. Article IV is amended, effective as of October 1, 2003, by adding a new Section 4.07 at the end of said Article as follows:

     4.07 Transfers from the MVG Union Plan.

     Notwithstanding any provisions of Section 4.05 to the contrary:

  (a)   Effective as of October 1, 2003, any Participant in the Plan who is an Employee eligible to remain an active participant in the Plan as of October 1, 2003 and who has account balances under the Atmos Energy Corporation Savings Plan for MVG Union Employees (the “MVG Union Plan”) may elect to have said account balances transferred from the MVG Union Plan to this Plan as of October 1, 2003. Said election shall be within the time limits and in accordance with the procedures established by the Committee and communicated to said Participants in writing.
 
  (b)   After October 1, 2003, any Employee who becomes a Participant in this Plan and who has account balances under the MVG Union Plan may elect, within 60 days of the date on which such Employee becomes a Participant in this Plan, to have transferred from the MVG Union Plan to this Plan said account balances. Said election shall be in accordance with the procedures established by the Committee and communicated to said Participants in writing.
 
  (c)   Amounts transferred pursuant to paragraph (a) or (b) above (i) that are attributable to a deferred income account under the MVG Union Plan shall be held in the Salary Reduction Contribution Account established under the Plan, and (ii) that are attributable to a matching contribution account under the MVG Union Plan shall be held in a subaccount of the Employer Contribution Account established under the Plan, and said subaccount shall be 100% vested upon such transfer.

 

  (d)   Any amounts transferred to this Plan pursuant to paragraphs (a) or (b) above shall be invested in the funds to which the Participant has directed the investment of his Salary Reduction Contributions, or if no such direction has been given, then in the Diversified Fund which constitutes a balanced fund of equity and fixed income. Notwithstanding the foregoing provisions of this subsection (d), any outstanding loan under the MVG Union Plan of a Participant who elects a transfer as provided for in this Section 4.07 shall be transferred in kind to the Plan and shall be maintained and administered under Section 7.06 in accordance with the terms of said loans as in effect at the time of said transfer.
 
  (e)   If an Employee who is a Participant in this Plan (including Participants for whom a transfer of account balances pursuant to this Section 4.07 previously has occurred) thereafter ceases to be an Employee eligible to remain an active participant in this Plan and such Participant becomes eligible to participate in the MVG Union Plan, such Participant may not elect to transfer all of his account balances in this Plan to the MVG Union Plan.

     8. Section 6.04 is amended, effective as of May 1, 2003, by adding the following new subsection (g) at the end of said section:

  (g)   Special Distribution Rules for MVG Participants.

  (1)   Notwithstanding the preceding provisions of this Section 6.04, MVG Participants with account balances transferred from the MVG Non-Union Plan pursuant to Section 3.08 may elect, in addition to the lump sum distribution option, to receive distribution of their benefits by payment of the amount in single sums, on the dates and in the amounts selected by the Participant (subject to a minimum for any single distribution of one hundred dollars ($100.00). This provision shall not be construed to allow automatic installment distributions.
 
  (2)   If the Participant’s interest is to be distributed in other than a lump sum, the following minimum distribution rules shall apply on or after the Required Beginning Date:

 

(a) If a Participant’s benefit is to be distributed over (i) a period not extending beyond the life expectancy of the Participant or the joint life and last survivor expectancy of the Participant and the Participant’s designated beneficiary or (ii) a period not extending beyond the life expectancy of the designated Beneficiary, the amount required to be distributed for each calendar year, beginning with distributions for the first Distribution Calendar Year, must at least equal the quotient obtained by dividing the Participant’s benefit by the Applicable Life Expectancy.

(b) The amount to be distributed each year, beginning with distributions for the first Distribution Calendar Year shall not be less than the quotient obtained by dividing the Participant’s benefit by the lesser of (i) the Applicable Life Expectancy or (ii) if the Participant’s spouse is not the designated Beneficiary, the applicable divisor determined from the table set forth in Q&A-4 of Section 1.401(a)(9)-2 of the Proposed Regulations. Distributions after the death of the Participant shall be distributed using the Applicable Life Expectancy in paragraph (a) above as the relevant divisor without regard to Proposed Regulations Section 1.401(a)(9)-2.

(c) The minimum distribution required for the Participant’s first Distribution Calendar Year must be made on or before the Participant’s Required Beginning Date. The minimum distribution for other calendar years, including the minimum distribution for the Distribution Calendar Year in which the Employee’s Required Beginning Date occurs, must be made on or before December 31 of that Distribution Calendar Year.

(d) If a Participant dies after distribution of his or her benefit under the Plan has commenced, the remaining portion of such benefit will continue to be distributed at least as rapidly as under the method of distribution being used prior to the Participant’s death.

(e) For purposes of this Section 6.04(g), payments will be calculated by use of the return multiples specified in Treasury Regulation Section 1.72-9. Life expectancy of a Participant, or his surviving spouse, or both, may be recalculated annually; provided, however, that if such Participant or his surviving spouse do not elect to have his or her life expectancy recalculated, it shall not be recalculated; provided further, in the case of any other designated Beneficiary, such life expectancy shall be calculated at the time payment first commences without further recalculation.

(f) For purposes of this Section 6.04(g), the following terms shall have the following meanings:

“Applicable Life Expectancy” means the life expectancy (or joint and last survivor expectancy) calculated using the attained age of the Participant (or designated Beneficiary) as of the Participant’s (or designated Beneficiary’s) birthday in the applicable calendar year reduced by one for each calendar year which has elapsed since the date life expectancy was first calculated. If life expectancy is being recalculated, the Applicable Life Expectancy shall be the life expectancy as so recalculated. The applicable calendar year shall be the first Distribution Calendar Year, and if life expectancy is being recalculated such succeeding calendar year.

“Distribution Calendar Year” shall mean a calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first Distribution Calendar Year is the calendar year immediately preceding the calendar year which contains the Participant’s Required Beginning Date.

“Participant’s Benefit” shall mean the Account as of the last Valuation Date in the calendar year immediately preceding the Distribution Calendar Year (the “Valuation Calendar Year”) increased by the amount of any contributions or forfeitures allocated to the Account as of dates in the Valuation Calendar Year after the Valuation Date and decreased by distributions made in the Valuation Calendar Year after the Valuation Date; provided, however, that if any portion of the minimum distribution for the first Distribution Calendar Year is made in the second Distribution Calendar Year on or before the Required Beginning Date, the amount of the minimum distribution made in the second Distribution Calendar Year shall be treated as if it had been made in the immediately preceding Distribution Calendar Year.

     9. Section 6.06(b) is amended, effective as of December 1, 2003, by striking said section and substituting in lieu thereof the following:

  (b)   From Employer Contribution Account. On any January 1, a Participant may elect to withdraw any amount allocated to his Employer Contribution Account, but with respect to the amounts in such Account, other than amounts attributable to rollover contributions, such withdrawal is permitted only to the extent that such amounts were allocated and paid to such Account under this Plan or the Prior Plan at least two (2) years prior to withdrawal. A Participant may withdraw any amount allocated to his Employer Contribution Account at any time if such Participant properly demonstrates a financial hardship as described in Section 6.06(a)(1) hereof, or after the Participant attains age 59-1/2. A Participant shall not cease to be a Participant under the Plan solely because a distribution is made to such Participant pursuant to this Section 6.06(b). Withdrawal elections shall be made by the Participant on written forms provided by the Committee for that purpose.

     10. Section 7.02(a) is amended, effective as of January 1, 2003, by striking the third sentence of said section and substituting in lieu thereof the following:

Accordingly, and subject to the provisions of subsections (i) and (k) of this Section and Sections 7.04 and 7.05 hereof, the Trustee shall invest the ESOP portion of the Trust Fund in Company Stock.

     11. Section 7.05(a) is amended, effective as of January 1, 2003, by striking said section and substituting in lieu thereof the following:

(a) In General. Notwithstanding the preceding provisions of this Article VII, a Participant or Beneficiary shall have the right, in accordance with the provisions of this Section 7.05, to direct the Trustee as to the investment of (i) his Salary Reduction Contribution Account, (ii) any rollover contributions, any amounts in his United Cities Plan employer matching contribution subaccount pursuant to Section 3.05(b)(2) hereof other than amounts attributable to United Cities Plan additional matching contributions (the “United Cities Plan Matching Subaccount”), and any amounts in his SEC Plan rollover contribution subaccount and SEC Plan employer matching contribution subaccount pursuant to Section 3.06(b)(3) and Section 3.06(b)(4) hereof (the “SEC Plan Rollover and Matching Subaccounts”) held in his Employer Contribution Account, and (iii) any amounts in his Employee Contribution Account attributable to SEC Plan after-tax contributions pursuant to Section 3.06(b)(2) hereof (the “SEC Plan Employee Contribution Account”) either in the ESOP portion of the Plan, or in the Non-ESOP portion of the Plan which consists of various investment media comprising a Diversified Fund. In addition, a Participant or Beneficiary shall have the right, as of any Valuation Date, in accordance with the provisions of this Section 7.05, to direct the Trustee to reinvest, in the Non-ESOP portion of the Plan, any amount invested in Company Stock in the ESOP portion of the Plan. Such investment directions shall be made in accordance with procedures established by the Committee and the requirements of Department of Labor Regulations § 2550.404c-1(b)(2)(i)(A), or any successor thereto. Should a Participant or Beneficiary fail to provide the Trustee with the investment directions described herein as to any Salary Reduction Contribution or rollover contribution or amounts in his United Cities Plan Matching Subaccount, amounts in his SEC Plan Rollover and Matching Subaccounts, if any, and amounts in his SEC Plan Employee Contribution Account, if any, such contribution or amount shall be invested in the Diversified Fund which constitutes a balanced fund of equity and fixed income, as selected by the Trustee. The Trustee may decline to implement instructions by a Participant or Beneficiary which (i) would result in a prohibited transaction described in Code Section 4975 or ERISA Section 406 and which would generate income that would be taxable to the Plan, or (ii) are described in Department of Labor Regulations § 2550.404c-1(d)(2)(ii), or any successor thereto.

     12. Section 7.05(a) is amended further, effective as of May 1, 2003, by striking said section and substituting in lieu thereof the following:

  (a)   In General. Notwithstanding the preceding provisions of this Article VII, a Participant or Beneficiary shall have the right, in accordance with the provisions of this Section 7.05, to direct the Trustee as to the investment of (i) his Salary Reduction Contribution Account, (ii) any rollover contributions, any amounts in his United Cities Plan employer matching contribution subaccount pursuant to Section 3.05(b)(2) hereof other than amounts attributable to United Cities Plan additional matching contributions (the “United Cities Plan Matching Subaccount”), any amounts in his SEC Plan rollover contribution subaccount and SEC Plan employer matching contribution subaccount pursuant to Section 3.06(b)(3) and Section 3.06(b)(4) hereof (the “SEC Plan Rollover and Matching Subaccounts”), and any amounts in his MVG Non-Union Plan subaccount pursuant to Section 3.08(a)(2) (the “MVG Plan Matching Subaccount”) held in his Employer Contribution Account, and (iii) any amounts in his Employee Contribution Account attributable to SEC Plan after-tax contributions pursuant to Section 3.06(b)(2) hereof (the “SEC Plan Employee Contribution Account”) either in the ESOP portion of the Plan, or in the Non-ESOP portion of the Plan which consists of various investment media comprising a Diversified Fund. In addition, a Participant or Beneficiary shall have the right, as of any Valuation Date, in accordance with the provisions of this Section 7.05, to direct the Trustee to reinvest, in the Non-ESOP portion of the Plan, any amount invested in Company Stock in the ESOP portion of the Plan. Such investment directions shall be made in accordance with procedures established by the Committee and the requirements of Department of Labor Regulations § 2550.404c- 1(b)(2)(i)(A), or any successor thereto. Should a Participant or Beneficiary fail to provide the Trustee with the investment directions described herein as to any Salary Reduction Contribution or rollover contribution or amounts in his United Cities Plan Matching Subaccount, amounts in his SEC Plan Rollover and Matching Subaccounts, if any, amounts in his MVG Plan Matching Subaccount, if any, and amounts in his SEC Plan Employee Contribution Account, if any, such contribution or amount shall be invested in the Diversified Fund which constitutes a balanced fund of equity and fixed income, as selected by the Trustee. The Trustee may decline to implement instructions by a Participant or Beneficiary which (i) would result in a prohibited transaction described in Code Section 4975 or ERISA Section 406 and which would generate income that would be taxable to the Plan, or (ii) are described in Department of Labor Regulations § 2550.404c-1(d)(2)(ii), or any successor thereto.

 

     13. Section 7.05(a) is amended further, effective as of October 1, 2003, by striking said section and substituting in lieu thereof the following:

(a) In General. Notwithstanding the preceding provisions of this Article VII, a Participant or Beneficiary shall have the right, in accordance with the provisions of this Section 7.05, to direct the Trustee as to the investment of (i) his Salary Reduction Contribution Account, (ii) any rollover contributions, any amounts in his United Cities Plan employer matching contribution subaccount pursuant to Section 3.05(b)(2) hereof other than amounts attributable to United Cities Plan additional matching contributions (the “United Cities Plan Matching Subaccount”), any amounts in his SEC Plan rollover contribution subaccount and SEC Plan employer matching contribution subaccount pursuant to Section 3.06(b)(3) and Section 3.06(b)(4) hereof (the “SEC Plan Rollover and Matching Subaccounts”), and any amounts in his MVG Non-Union Plan subaccount pursuant to Section 3.08(a)(2) and/or his MVG Union Plan subaccount pursuant to Section 4.07(c) (the “MVG Plan Matching Subaccounts”) held in his Employer Contribution Account, and (iii) any amounts in his Employee Contribution Account attributable to SEC Plan after-tax contributions pursuant to Section 3.06(b)(2) hereof (the “SEC Plan Employee Contribution Account”) either in the ESOP portion of the Plan, or in the Non-ESOP portion of the Plan which consists of various investment media comprising a Diversified Fund. In addition, a Participant or Beneficiary shall have the right, as of any Valuation Date, in accordance with the provisions of this Section 7.05, to direct the Trustee to reinvest, in the Non-ESOP portion of the Plan, any amount invested in Company Stock in the ESOP portion of the Plan. Such investment directions shall be made in accordance with procedures established by the Committee and the requirements of Department of Labor Regulations

§ 2550.404c-1(b)(2)(i)(A), or any successor thereto. Should a Participant or Beneficiary fail to provide the Trustee with the investment directions described herein as to any Salary Reduction Contribution or rollover contribution or amounts in his United Cities Plan Matching Subaccount, amounts in his SEC Plan Rollover and Matching Subaccounts, if any, amounts in his MVG Plan Matching Subaccounts, if any, and amounts in his SEC Plan Employee Contribution Account, if any, such contribution or amount shall be invested in the Diversified Fund which constitutes a balanced fund of equity and fixed income, as selected by the Trustee. The Trustee may decline to implement instructions by a Participant or Beneficiary which (i) would result in a prohibited transaction described in Code Section 4975 or ERISA Section 406 and which would generate income that would be taxable to the Plan, or (ii) are described in Department of Labor Regulations § 2550.404c-1(d)(2)(ii), or any successor thereto.

     14. Section 7.05(c) is amended effective as of January 1, 2003, by striking the second sentence of said Section.

 

 

     IN WITNESS WHEREOF, the Company has caused this AMENDMENT NO. TEN TO THE ATMOS ENERGY CORPORATION RETIREMENT SAVINGS PLAN AND TRUST EFFECTIVE JANUARY 1, 1999 to be executed in its name on its behalf effective as of the dates set forth herein.
         
  ATMOS ENERGY CORPORATION
  		 
  By:   /s/ ROBERT W. BEST    
    Robert W. Best   
    Chairman, President and Chief Executive Officer   
 

 


 

Exhibit 4(l)

AMENDMENT NO. ELEVEN
TO THE
ATMOS ENERGY CORPORATION
RETIREMENT SAVINGS PLAN AND TRUST
EFFECTIVE JANUARY 1, 1999

     WHEREAS, ATMOS ENERGY CORPORATION (the “Company”) has heretofore amended and restated the Atmos Energy Corporation Retirement Savings Plan and Trust Effective January 1, 1999 (the “Plan”), and has thereafter, from time to time amended the Plan; and

     WHEREAS, the Company desires to amend the Plan in order to reflect final and temporary regulations under Section 401(a)(9) of the Internal Revenue Code of 1986, as amended (the “Code”), published on April 17, 2002. This amendment is intended as good faith compliance with the requirements of the final and temporary regulations under Code Section 401(a)(9).

     NOW, THEREFORE, pursuant to Section 10.01 of the Plan, Atmos Energy Corporation does hereby amend the Plan, effective as of January 1, 2003, as follows:

     1. Effective January 1, 2003, Section 6.04 is amended, by adding the following new Section 6.04(h) at the end said Section:

  (h)   Minimum Distribution Requirements

  (1)   General Rules

  (A)   Effective Date. The provisions of this Section 6.04(h) will apply for purposes of determining the minimum required distributions for calendar years beginning on or after January 1, 2003.
 
  (B)   Precedence. The requirements of this Section will take precedence over any inconsistent provisions of the Plan.
 
  (C)   Requirements of Treasury Regulations Incorporated. All distributions required under this Section 6.04(h) will be determined and made in accordance with the Section 1.401(a)(9)-1 through 9 of the Treasury Regulations.

  (2)   Time and Manner of Distribution

  (A)   Required Beginning Date. The Participant’s entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant’s Required Beginning Date.
 
  (B)   Death of Participant Before Distributions Begin. If the Participant dies before distributions begin, the Participant’s entire interest will be distributed, or begin to be distributed, no later than as follows:

  (i)   If the Participant’s surviving spouse is the Participant’s sole Designated Beneficiary, then, distributions to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70-1/2, if later.
 
  (ii)   If the Participant’s surviving spouse is not the Participant’s sole Designated Beneficiary, then, distributions to the Designated Beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died.
 
  (iii)   If there is no Designated Beneficiary as of September 30 of the year following the year of the Participant’s death, the Participant’s entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.
 
  (iv)   If the Participant’s surviving spouse is the Participant’s sole Designated Beneficiary and the surviving spouse dies after the Participant, but before distributions to the surviving spouse begin, this Subsection 6.04(h)(2)(B), other than Subsection 6.04(h)(2)(B)(i) above, will apply as if the surviving spouse were the Participant.

For purposes of Subsection 6.04(h)(2)(B) above, and Section 6.04(h)(4), unless Subsection 6.04(h)(2)(B)(iv) above applies, distributions are considered to begin on the Participant’s Required Beginning Date. If Subsection 6.04(h)(2)(B)(iv) above applies, distributions are considered to begin on the date distributions are required to begin to the surviving spouse under Subsection 6.04(h)(2)(B)(i) above. If distributions under an annuity purchased from an insurance company irrevocably commence to the Participant before the Participant’s Required Beginning Date (or to the Participant’s surviving spouse before the date distributions are required to begin to the surviving spouse under Subsection 6.04(h)(2)(B)(i) above), the date distributions are considered to begin is the date distributions actually commence.

  (C)   Forms of Distribution. Unless the Participant’s interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the Required Beginning Date, as of the first Distribution Calendar Year distributions will be made in accordance with Sections 6.04(h)(3) and 6.04(h)(4). If the Participant’s interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Code Section 401(a)(9) and the Treasury Regulations issued thereunder.

  (3)   Minimum Required Distribution During Participant’s Lifetime

  (A)   Amount of Required Minimum Distribution for Each Distribution Calendar Year. During the Participant’s lifetime, the minimum amount that will be distributed for each Distribution Calendar Year is the lesser of:

  (i)   the quotient obtained by dividing the Participant’s Account Balance by the distribution period in the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of the Treasury Regulations, using the Participant’s age as of the Participant’s birthday in the Distribution Calendar Year; or
 
  (ii)   if the Participant’s sole Designated Beneficiary for the Distribution Calendar Year is the Participant’s spouse, the quotient obtained by dividing the Participant’s Account Balance by the number in the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury Regulations, using the Participant’s and spouse’s attained ages as of the Participant’s and spouse’s birthdays in the Distribution Calendar Year.

  (B)   Lifetime Required Minimum Distributions Continue Through Year of Participant’s Death. Minimum required distributions will be determined under this Section 6.04(h)(3) beginning with the first Distribution Calendar Year and up to and including the Distribution Calendar Year that includes the Participant’s date of death.

  (4)   Minimum Required Distributions After Participant’s Death

  (A)   Death on or after date distributions begin.

  (i)   Participant Survived by Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is a Designated Beneficiary, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s Account Balance by the longer of the remaining Life Expectancy of the Participant or the remaining Life Expectancy of the Participant’s Designated Beneficiary, determined as follows:

  (I)   The Participant’s remaining Life Expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.
 
  (II)   If the Participant’s surviving spouse is the Participant’s sole Designated Beneficiary, the remaining Life Expectancy of the surviving spouse is calculated for each Distribution Calendar Year after the year of the Participant’s death using the surviving spouse’s age as of the spouse’s birthday in that year. For Distribution Calendar Years after the year of the surviving spouse’s death, the remaining Life Expectancy of the surviving spouse is calculated using the age of the surviving spouse as of the spouse’s birthday in the calendar year of the spouse’s death, reduced by one for each subsequent calendar year.
 
  (III)   If the Participant’s surviving spouse is not the Participant’s sole Designated Beneficiary, the Designated Beneficiary’s remaining Life Expectancy is calculated using the age of the Beneficiary in the year following the year of the Participant’s death, reduced by one for each subsequent year.

  (ii)   No Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is no Designated Beneficiary as of September 30 of the year after the year of the Participant’s death, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s Account Balance by the Participant’s remaining Life Expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

  (B)   Death before date distributions begin

  (i)   Participant Survived by Designated Beneficiary. If the Participant dies before the date distributions begin and there is a Designated Beneficiary, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s Account Balance by the remaining Life Expectancy of the Participant’s Designated Beneficiary, determined as provided in Subsection 6.04(h)(4)(A) above.
 
  (ii)   No Designated Beneficiary. If the Participant dies before the date distributions begin and there is no Designated Beneficiary as of September 30 of the year following the year of the Participant’s death, distribution of the Participant’s entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.
 
  (iii)   Death of Surviving Spouse Before Distributions to Surviving Spouse Are Required to Begin. If the Participant dies before the date distributions begin, the Participant’s surviving spouse is the Participant’s sole Designated Beneficiary, and if the surviving spouse dies before distributions are required to begin to the surviving spouse under Subsection
6.04(h)(2)(B)(i), this Subsection 6.04(h)(4)(B) will apply as if the surviving spouse were the Participant.

  (5)   For purposes of this Section 6.04(h), the following terms shall have the following meanings:

  (A)   “Designated Beneficiary” means the individual who is designated as the beneficiary under Section 6.05 of the Plan and is the Designated Beneficiary under Code Section 401(a)(9) and Section 1.401(a)(9)-4, Q&A-1, of the Treasury Regulations.

  (B)   “Distribution Calendar Year” shall mean a calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first distribution calendar year is the calendar year immediately preceding the calendar year which contains the Participant’s Required Beginning Date. For distributions beginning after the Participant’s death, the first distribution calendar year is the calendar year in which distributions are required to begin under Subsection 6.04(h)(2)(B) above. The minimum required distribution for the Participant’s first distribution calendar year will be made on or before the Participant’s Required Beginning Date. The minimum required distribution for other distribution calendar years, including the minimum required distribution for the Distribution Calendar Year in which the Participant’s Required Beginning Date occurs, will be made on or before December 31 of that distribution calendar year.
 
  (C)   “Life Expectancy” shall mean the life expectancy as computed by use of the Single Life Table in Section 1.401(a)(9)-9 of the Treasury Regulations.
 
  (D)   “Participant’s Account Balance” shall mean the balances in the Participant’s various accounts under the Plan as of the last Valuation Date in the calendar year immediately preceding the Distribution Calendar Year (valuation calendar year) increased by the amount of any contributions made and allocated or any forfeitures allocated to the account balances as of dates in the valuation calendar year after the Valuation Date and decreased by distributions made in the valuation calendar year after the Valuation Date. The account balances for the valuation calendar year include any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the Distribution Calendar Year if distributed or transferred in the valuation calendar year.
 
  (E)   “Required Beginning Date” shall mean the date specified in Section 6.04(b)(2) of the Plan.

     IN WITNESS WHEREOF, the Company has caused this AMENDMENT NO. ELEVEN TO THE ATMOS ENERGY CORPORATION RETIREMENT SAVINGS PLAN AND TRUST EFFECTIVE JANUARY 1, 1999 to be executed in its name on its behalf this 30th day of December, 2003.
         
  ATMOS ENERGY CORPORATION
  		 
  By:   /s/ ROBERT W. BEST    
    Robert W. Best   
    Chairman, President and Chief Executive Officer   
 

 


 


Exhibit 23

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statements (Form S-8 Numbers 33-57687, 333-63738 and 333-116367) pertaining to the Atmos Energy Corporation Retirement Savings Plan and Trust of our report dated June 9, 2004, with respect to the financial statements and supplemental schedule of the Atmos Energy Corporation Retirement Savings Plan and Trust included in this Annual Report (Form 11-K) for the year ended December 31, 2003.

 

/s/ ERNST & YOUNG LLP                        

Dallas, Texas
June 25, 2004