Exhibit 10.7(a)

Twenty-First Supplemental Indenture

Dated as of February 5, 1997

By and Among

United Cities Gas Company

and

Bank of America Illinois

and

First Trust National Association

and

Russell C. Bergman

Supplementing Indenture of Mortgage

Dated as of July 15, 1959

This Twenty-First Supplemental Indenture, dated as of February 5, 1997, made by and among United Cities Gas Company, a corporation organized under the laws of the State of Illinois and the Commonwealth of Virginia (hereinafter called the "Company"), whose address is 5300 Maryland Way, Brentwood, Tennessee 37027, Bank of America Illinois, an Illinois state bank having its office at 231 South LaSalle Street, Chicago, Illinois 60697, First Trust National Association, a national banking association having its office at One Illinois Center, 111 East Wacker Drive, Suite 3000, Chicago, Illinois 60601 (hereinafter called "First Trust"), and Russell C. Bergman, residing in the Village of Frankfort, Illinois.

Recitals:

The background of this Twenty-First Supplemental Indenture is:

1. The Company heretofore executed and delivered to City National Bank and Trust Company of Chicago and R. Emmett Hanley, as Trustees, its Indenture of Mortgage dated as of July 15, 1959 (hereinafter sometimes referred to as the "Original Indenture"), providing for the issuance thereunder from time to time of First Mortgage Bonds of the Company, issuable in one or more series, and wherein and whereby the Company did grant, convey, mortgage, warrant to, the said Trustees, and each of them, and their respective successors and assigns, and create a security interest in, certain property of the Company in said Original Indenture as more particularly described therein for the security of all First Mortgage Bonds issued and to be issued thereunder.

2. The Company has heretofore executed and delivered twenty supplemental indentures to the Original Indenture, designated as First through Twenty (the Original Indenture and all supplemental indentures, including this Twenty-First Supplemental Indenture, being herein called the "Indenture"), for the purpose of subjecting to the lien of the Indenture certain additional property heretofore and hereafter acquired by the Company, creating additional series of First Mortgage Bonds, and amending and supplementing the Indenture in certain respects.

3. There have been issued under the Indenture various series of First Mortgage Bonds designated as Series A through V, inclusive, of which $115,000,000 in aggregate principal amount are outstanding as of December 31, 1996. The bonds of Series A, B, C, D, E, F, G, H, I, J, K, L, M, O and S have been retired as of December 31, 1996.

4. On September 1, 1961, City National Bank and Trust Company of Chicago was merged with Continental Illinois National Bank and Trust Company of Chicago, formerly known as Continental Bank, National Association, a national banking association, which changed from a national banking association to an Illinois state bank on June 29, 1994, and is now known as Bank of America Illinois ("BAI"). BAI and certain of its affiliates entered into

a Purchase and Assumption Agreement with First Bank National Association, the parent company of First Trust, which provided that First Bank National Association, or an affiliate, would purchase substantially all of the Illinois trust and agency appointments of BAI, including the appointment under the Indenture. First Trust and BAI thereupon entered into an Instrument of Transfer and Assignment of certain Illinois Appointments from BAI to First Trust, which provided for the succession by First Trust of substantially all of the Illinois trust and agency appointments of BAI, including the Indenture.

5. Pursuant to Section 3-3 of the Corporate Fiduciary Act of the State of Illinois, 205 ILCS 620, (the "Act"), and the No-Objection Letter No. 95-1021 dated July 21, 1995, from the Illinois Commissioner of Banks and Trust Companies, title under the Indenture to all estate, properties, rights, powers and trusts under the Indenture held by the Trustee is vested by law in First Trust provided such succession is not prohibited by the Indenture. The sale by BAI of its corporate trust business to First Trust resulted in automatic succession by First Trust of the transferred accounts pursuant to the provisions of the Act, as such succession is not prohibited by the Indenture and First Trust is qualified and eligible to act as Trustee under the Indenture.

6. On October 15, 1966, Ray F. Myers became individual trustee under the Indenture as successor to R. Emmett Hanley who resigned. On March 15, 1981, M. J. Kruger became individual trustee under the Indenture as successor to Ray F. Myers who resigned. Russell C. Bergman has agreed to become the individual trustee under the Indenture as successor to M. J. Kruger, who has resigned, pending the appointment of a new individual trustee by First Trust.

7. This Twenty-First Supplemental Indenture is executed, acknowledged and recorded to give notice to all persons that all power to act as Trustee and all right, title and interest of BAI to all estate, properties, rights, powers and trusts under the Indenture is now vested in First Trust, and that Russell C. Bergman has been appointed as the successor individual trustee under the Indenture.

Article One

Section 1.01. Appointment of First Trust as Successor Trustee. BAI hereby confirms the appointment of First Trust as Trustee under the Indenture and the vesting of all estate, properties, rights, powers and trusts under the Indenture in First Trust as Trustee under the Indenture.

Section 1.02. Acceptance of Appointment by First Trust. First Trust hereby confirms its acceptance of all duties, obligations and powers as Trustee under the Indenture and agrees to perform all duties and obligations of the Trustee under the Indenture.

Section 1.03. Ratification of Certain Actions Taken by BAI. First Trust hereby ratifies any and all action taken by BAI at the direction of First Trust after the effective time of the succession by First Trust of all duties and obligations as Trustee under the Indenture, including, but not limited to, any and all property releases made by BAI in accordance with the terms and provisions of the Indenture.

Section 1.04. Appointment of Individual Trustee. First Trust hereby appoints Russell C. Bergman, as Individual Trustee under the Indenture as the successor to M. J. Kruger.

Section 1.05. Acceptance of Appointment by Individual Trustee. Russell C. Bergman hereby confirms his acceptance as of February 5, 1997, of all duties and powers as Individual Trustee under the Indenture.

In witness whereof, said United Cities Gas Company has caused its corporate name to be hereunto subscribed by its Senior Vice President and Treasurer and its corporate seal to be hereunto affixed and attested by its Secretary or by an Assistant Secretary, and said Bank of America Illinois has caused its corporate name to be hereunto subscribed by one of its Vice Presidents and its corporate seal to be affixed and attested by and said First Trust National Association, to evidence its acceptance of the trust hereby created and in it reposed, has caused its corporate name to be hereunto subscribed by its and its corporate seal to be affixed and attested by a , and said Russell C. Bergman, to evidence his acceptance of the trust hereby created and in him reposed, has hereunto subscribed his name and affixed his seal, all as of the day and year first above written.

United Cities Gas Company
[Corporate Seal]

                                         By /s/ James B. Ford
                                            -------------------------
                                           James B. Ford,
                                           Senior Vice President
                                             and Treasurer
Attest:

Shirley Hawkins, Secretary
Witnesses as to United Cities Gas Company:

Bank of America Illinois, as predecessor trustee under the Indenture
[Corporate Seal]
By Its Attest:

Its

Witnesses as to Bank of America Illinois:

First Trust National
Association, as successor
trustee under the
Indenture

[Corporate Seal]
By Its
Attest:

Witnesses as to First Trust,National Association:

Russell C. Bergman,
Individual Trustee

State of Tennessee      )
                        )  SS.
County of Williamson    )

I, Debra S. Johnson, Notary Public in and for the County and State aforesaid, do hereby certify that on this 6th day of February, 1997, personally appeared before me James B. Ford and Shirley Hawkins, to me personally known, and personally known to me to be the same persons whose names are subscribed to the foregoing instrument, who, being by me duly sworn, did say that they are Senior Vice President and Treasurer and Secretary, respectively, of United Cities Gas Company, a corporation organized under the laws of the State of Illinois and the Commonwealth of Virginia, that the seal affixed to the above and foregoing instrument is the corporate seal of said corporation and that said instrument was signed by them and sealed and delivered on behalf of said corporation by authority of its Board of Directors duly given, and the said Senior Vice President and Treasurer and Secretary acknowledged said instrument to be their free and voluntary act and deed and the free and voluntary act and deed of said corporation for the uses and purposes therein set forth.

In Witness Whereof, I have hereunto set my hand and official seal this 6th day of February, 1997.

                                      /s/ Debra S. Johnson
                                     ------------------------
                                     Notary Public in and for
                                     the County and State
                                     aforesaid
[Notarial Seal]
My commission expires:

State of California )
) SS.
County of San Francisco )

I, Kay Anderson-Wiebe, a Notary Public in and for the County and State aforesaid, do hereby certify that on this 25th day of February, 1997, personally appeared before me M. J. Kruger and Peet Saaret, to me personally known, and personally known to me to be the same persons whose names are subscribed to the foregoing instrument, who being by me duly sworn, did say that they are the Vice President and the Vice President, respectively, of Bank of America Illinois, an Illinois state bank, that the seal affixed to the above and foregoing instrument is the corporate seal of said association and that said instrument was signed by them and sealed and delivered on behalf of said association by authority of its Board of Directors duly given, and the said Vice President and Vice President acknowledged said instrument to be their free and voluntary act and deed and the free and voluntary act and deed of said association for the uses and purposes therein set forth.

In Witness Whereof, I have hereunto set my hand and official seal this 25th day of February, 1997.

                                       /s/ Kay Anderson-Webe
                                      -----------------------
                                      Notary Public in and for
                                      the County and State
                                      aforesaid
[Notarial Seal]
My commission expires:

State of Illinois       )
                        )  SS.
County of Cook          )

I, J.W. Jones, a Notary Public in and for the County and State aforesaid, do hereby certify that on this 28th day of February, 1997, personally appeared before me George N. Reaves and Brian King, to me personally known, and personally known to me to be the same persons whose names are subscribed to the foregoing instrument, who being by me duly sworn, did say that they are the Vice President and the Asst. Vice President, respectively, of First Trust National Association, a national banking association organized and existing under the national banking laws of the United States of America, that the seal affixed to the above and foregoing instrument is the corporate seal of said association and that said instrument was signed by them and sealed and delivered in behalf of said association by authority of its Board of Directors duly given, and the said George N. Reaves and Brian King acknowledged said instrument to be their free and voluntary act and deed and the free and voluntary act and deed of said association for the uses and purposes therein set forth.

In Witness Whereof, I have hereunto set my hand and official seal this 28th day of February, 1997.

                                       /s/ J. W. Jones
                                      ------------------------
                                      Notary Public in and for
                                      the County and State
                                      aforesaid
[Notarial Seal]
My commission expires:

State of Illinois       )
                        )  SS.
County of Cook          )

I, Stacy M. Coleman, a Notary Public in and for the County and State aforesaid, do hereby certify that on this 27th day of February, 1997, personally appeared before me Russell C. Bergman, personally known to me to be the person described in and who executed and whose name is subscribed to the foregoing instrument, and acknowledged that he signed and delivered the said instrument as his free and voluntary act and deed for the uses and purposes therein set forth.

In Witness Whereof, I have hereunto set my hand and official seal this 27th day of February, 1997.

                                      /s/ Stacy M. Coleman
                                     ---------------------------
                                     Notary Public in and for
                                     the County and State
                                     aforesaid
[Notarial Seal]
My commission expires:

State of Tennessee      )
                        )  SS.
County of Williamson    )

Personally appeared before me Teresa Morris, who, being duly sworn, says that she saw the corporate seal of United Cities Gas Company affixed to the foregoing instrument and that she also saw James B. Ford, Senior Vice President and Treasurer, and Shirley Hawkins, Secretary of said United Cities Gas Company, sign and attest the same, and that she, with Pamela Todd witnessed the execution and delivery thereof as the act and deed of said United Cities Gas Company.

                                     /s/ Teresa Morris
                                    --------------------------
                                            Witness
[Notarial Seal]

Sworn to before me this      day of                    , 1997.

                                    Notary Public in and for the
                                    County and State aforesaid
My commission expires:

                                       9

State of California     )
                        )  SS.
County of San Franciso  )

Personally appeared before me Karen Mitani, who, being duly sworn, says that she saw the corporate seal of the Bank of America Illinois affixed to the foregoing instrument and that she also saw M. J. Kruger, Vice President, and Peet Saaret, Vice President of said Bank of America Illinois, sign and attest the same, and that she, with J. Savage, witnessed the execution and delivery thereof as the act and deed of the said Bank of America Illinois.

                                      /s/ Karen Mitani
                                     --------------------------
[Notarial Seal]                           Karen Mitani,
                                             Witness

Sworn to before me this 25th day of February, 1997.

Notary Public in and for the County and State aforesaid

My commission expires: March 15, 2000

State of Illinois       )
                        )  SS.
County of Cook          )

Personally appeared before me M.T. Martin, who, being duly sworn, says that she saw the corporate seal of the First Trust National Association affixed to the foregoing instrument and that she also saw George N. Reaves, Vice President and Brian King, Assistant Vice President of said First Trust National Association, sign and attest the same, and that she, with S. Rhoden, witnessed the execution and delivery thereof as the act and deed of the said First Trust National Association.

                                     /s/ M.T. Martin
                                    -------------------------
[Notarial Seal]                          M.T. Martin,
                                           Witness

Sworn to before me this 27th day of February, 1997.

Notary Public in and for the County and State aforesaid

My commission expires: December 2, 2000

State of Illinois       )
                        )  SS.
County of Cook          )

Personally appeared before me Frank J. Layo, who, being duly sworn, says that he saw the within named Russell Bergman sign, seal, and as his act and deed, deliver the foregoing instrument and that he, with Thomas Tomaszewski, witnessed the execution thereof.

                                         /s/ Frank J. Layo
                                        ----------------------
                                        Frank J. Layo, Witness
[Notarial Seal]

Sworn to before me this 27th day of February, 1997.

Notary Public in and for the County and State aforesaid

My commission expires: May 2, 1998

This Document was Prepared by:
Kristi A. Maher, Esq.
Chapman and Cutler
111 West Monroe Street
Suite 1600
Chicago, IL 60603-4080

Exhibit 10.7(b)

Twenty-Second Supplemental Indenture

Dated as of July 29, 1997

By and Among

Atmos Energy Corporation

and

First Trust National Association

and

Russell C. Bergman

Supplementing Indenture of Mortgage

Dated as of July 15, 1959

This Twenty-Second Supplemental Indenture, dated as of July 29, 1997, is made by and among Atmos Energy Corporation, a corporation organized under the laws of the State of Texas (hereinafter sometimes referred to as "Atmos"), whose address is 1800 Three Lincoln Center, 5430 LBJ Freeway, Dallas, Texas 75240, First Trust National Association, a national banking association having its offices at One Illinois Center, 111 East Wacker Drive, Suite 3000, Chicago, Illinois 60601 (hereinafter sometimes referred to as "First Trust"), and Russell C. Bergman, residing in the Village of Frankfort, Illinois.

Recitals:

The background of this Twenty-Second Supplemental Indenture is:

1. United Cities Gas Company, a corporation organized under the laws of the State of Illinois and the Commonwealth of Virginia (hereinafter sometimes referred to as "UCG"), heretofore executed and delivered to City National Bank and Trust Company of Chicago and R. Emmett Hanley, as Trustees, its Indenture of Mortgage dated as of July 15, 1959 (hereinafter sometimes referred to as the "Original Indenture"), providing for the issuance thereunder from time to time of First Mortgage Bonds of UCG, issuable in one or more series, and wherein and whereby UCG did grant, convey, mortgage, warrant to, the said Trustees, and each of them, and their respective successors and assigns, and create a security interest in, certain property of UCG in said Original Indenture as more particularly described therein for the security of all First Mortgage Bonds issued and to be issued thereunder.

2. UCG has heretofore executed and delivered twenty-one supplemental indentures to the Original Indenture, designated as First through Twenty-First (the Original Indenture and all supplemental indentures, including this Twenty- Second Supplemental Indenture, are hereinafter referred to as the "Indenture"), for the purpose of subjecting to the lien of the Indenture certain additional property heretofore and hereafter acquired by UCG, creating additional series of First Mortgage Bonds, and amending and supplementing the Indenture in certain respects.

3. There have been issued under the Indenture various series of First Mortgage Bonds designated as Series A through V, inclusive, of which $115,000,000 in aggregate principal amount are outstanding as of June 30, 1997. The bonds of Series A, B, C, D, E, F, G, H, I, J, K, L, M, O and S have been retired as of June 30, 1997.

4. On September 1, 1961, City National Bank and Trust Company of Chicago was merged with Continental Illinois National Bank and Trust Company of Chicago, formerly known as Continental Bank, National Association, a national banking association, which changed from a national banking association to an Illinois state

bank on June 29, 1994, and is now known as Bank of America Illinois ("BAI"). BAI and certain of its affiliates entered into a Purchase and Assumption Agreement with First Bank National Association, the parent company of First Trust, which provided that First Bank National Association, or an affiliate, would purchase substantially all of the Illinois trust and agency appointments of BAI, including the appointment under the Indenture. First Trust and BAI thereupon entered into an Instrument of Transfer and Assignment of certain Illinois appointments from BAI to First Trust, which provided for the succession by First Trust of substantially all of the Illinois trust and agency appointments of BAI, including the Indenture.

5. The Twenty-First Supplemental Indenture dated as of February 5, 1997, was executed, delivered, acknowledged and recorded by UCG, First Trust and BAI, to give notice to all persons that the power to act as Trustee and all right, title and interest of BAI to all estate, properties, rights, powers and trusts under the Indenture is now vested in First Trust.

6. On October 15, 1966, Ray F. Myers became individual trustee under the Indenture as successor to R. Emmett Hanley who resigned. On March 15, 1981, M. J. Kruger became individual trustee under the Indenture as successor to Ray F. Myers who resigned. On February 5, 1997, Russell C. Bergman became individual trustee under the Indenture as successor to M. J. Kruger who resigned.

7. Pursuant to an Agreement and Plan of Reorganization dated July 19, 1996, as amended by Amendment No. 1 to the Agreement and Plan of Reorganization dated October 3, 1996, and the Plan of Merger provided for therein, UCG will be merged with and into Atmos in a statutory merger to become effective under the laws of the State of Illinois, the State of Texas and the Commonwealth of Virginia, with Atmos to be the surviving corporation and the successor to UCG (the "Merger"). Atmos agrees that at the effective time of the Merger (the "Effective Time"), pursuant to the terms and provisions contained in the Indenture, it will assume (i) the due and punctual payment of the principal and interest of the First Mortgage Bonds secured by the Indenture, and (ii) the performance of all covenants and conditions under the Indenture.

8. In addition, Atmos agrees that effective as of the Effective Time the Indenture will be amended as hereinafter set forth and Atmos will not certify or issue any additional First Mortgage Bonds under the Indenture as hereinafter set forth.

9. UCG has obtained and filed with the Trustees the written consent of the holders of the requisite percentage of the outstanding First Mortgage Bonds to the amendments to the Indenture herein contained. All acts and things necessary to make this Twenty-Second Supplemental Indenture a valid and binding instrument effective as of the Effective Time in accordance with its terms and for the purposes herein expressed,

have been done and performed.

10. Atmos represents to the Trustees that at the time of the Merger and after giving effect thereto, no "event of default" (as defined in Section 6.01 of the Indenture) shall or would exist.

Now, therefore, in consideration of the premises and of the sum of One Dollar ($1.00) to Atmos duly paid by the Trustees at or before the ensealing and delivery hereof and for other good and valuable considerations, the receipt whereof is hereby acknowledged, Atmos hereby covenants to and with the Trustees and their successors in the trusts under the Indenture, for the equal and pro rata benefit of all present and future holders of all First Mortgage Bonds issued, and of the coupons, if any, thereto appertaining, without any preference, priority or distinction whatsoever, as follows:

Article One

Substitution of Successor Corporation

Section 1.01. Assumption of Indenture Obligations. Effective as of the Effective Time, Atmos, as successor to UCG, assumes the due and punctual payment of the principal of and interest and premium on the First Mortgage Bonds secured by the lien of the Indenture and the performance of all the covenants and conditions contained in the Indenture on the part of UCG.

Section 1.02. Mortgage of Property. Atmos, in order to better secure the principal of and interest and premium on the First Mortgage Bonds at any time outstanding under the Indenture according to their tenor and effect and the performance of and compliance with the covenants and conditions contained in the Indenture, does hereby mortgage, assign, grant, bargain, sell and convey unto the Trustees and to their successors in said trust, forever, all of the property, rights and franchises owned by UCG immediately prior to the Effective Time which are subject to the lien of the Indenture including the properties described in Schedule 1 attached hereto and hereby made a part hereof. The Indenture shall not by reason of the Merger, or otherwise, constitute or become a lien upon, and the term "mortgaged property" as used in the Indenture shall not include or comprise:
(1) Any property or franchises owned prior to the Effective Time by Atmos or which, prior to the Effective Time, were not subject to the lien of the Indenture; and
(2) Any property or franchises which may be purchased, constructed or otherwise acquired by Atmos after the Effective Time; excepting only betterments, extensions, improvements, additions, repairs, renewals, replacements, substitutions and alterations of, to, upon and for, and comprising and constituting appurtenances of, or fixtures to, the property subject to the lien of the Indenture immediately prior to the Effective Time, and renewals, modifications or substitutions of or for contracts mortgaged under the Indenture immediately prior to the Effective Time,

which may be purchased, constructed, or otherwise acquired by Atmos from and after the Effective Time, which shall be and become subject to the lien and operation of the Indenture, notwithstanding the Merger.

Atmos pursuant to Section 8.02(2) of the Indenture does hereby mortgage, assign, grant, bargain, sell and convey unto the Trustees and their successors the following properties acquired by Atmos on or after the Effective Time, to wit:

all betterments, extensions, improvements, additions, repairs, renewals, replacements, substitutions and alterations of, to, upon and for, and comprising and constituting appurtenances of, or fixtures to, the property subject to the lien of the Indenture immediately prior to the Effective Time, and renewals, modifications or substitutions of or for contracts mortgaged under the Indenture immediately prior to the Effective Time, which may be purchased, constructed, or otherwise acquired by Atmos from and after the Effective Time, which shall be and become subject to the lien and operation of the Indenture, notwithstanding the Merger.

Subject to such liens and encumbrances as are of the character specified in
Section 3.09 of the Indenture, as amended by this Twenty-Second Supplemental Indenture;

But Specifically Reserving and Excepting from the foregoing grant:

A. All cash, notes, bills and accounts receivable not specifically pledged under the Indenture;

B. All stocks, bonds and securities not specifically pledged under the Indenture;

C. All merchandise held for resale and consumable materials and supplies (other than Cushion Gas as defined in clause (c) of Section 5.01 of the Sixteenth Supplemental Indenture to the Original Indenture);

D. The last day of the term of each leasehold estate;

E. All automotive equipment; and

F. All inventory of pipe, meters and equipment (excluding any such inventory constituting a part of the operating system).

To Have and to Hold all said properties, real, personal and mixed, mortgaged and conveyed by Atmos, as aforesaid, or intended so to be, unto the Trustees and their successors forever; subject, however, to the exclusions, encumbrances, reservations, covenants, conditions, uses and trusts set forth in the Indenture.

In Trust, Nevertheless, for the same purposes and upon the same conditions as are set forth in the Indenture, without preference or priority of any series of bonds or of any bonds within a series over any of the other bonds by reason of priority of time of maturity or of the negotiation thereof or otherwise.

Article Two Amendments to Indenture

Section 2.01. Amendments to Section 3.09 of the Indenture. (a)
Section 3.09 of the Indenture is amended effective as of the Effective Time by adding a new subsection (p) which shall read in its entirety as follows:

(p) any mortgage, pledge, encumbrance, lien or charge of any kind on (i) properties or assets of any character owned by Atmos immediately prior to the Effective Time, or (ii) any properties or assets of any character acquired by the Company on or after the Effective Time, except any after acquired properties or assets which constitute "mortgaged property" subject to the lien of this Indenture.

(b) Subsection 3.09(n) is amended effective as of the Effective Time by deleting the word "and" after the semicolon at the end of the Subsection.

(c) Subsection 3.09(o) is amended effective as of the Effective Time by replacing the period (.) at the end of the Subsection with "; and.".

Section 2.02. Amendment to Section 3.13 of the Indenture. The figure "$500" appearing in the first sentence of Section 3.13 of the Indenture is amended effective as of the Effective Time to read "$200,000".

Section 2.03. Amendment to Section 3.14 of the Indenture. The figure "$5,000" appearing twice in Section 3.14 of the Indenture is amended effective as of the Effective Time in each place to read "$200,000".

Section 2.04. Amendment to Section 3.15 of the Indenture. (a) The figure "$20,000" appearing in Section 3.15 of the Indenture is amended effective as of the Effective Time to read "$2,000,000".

(b) The figure "$990,000" appearing in Section 3.15 of the Indenture is amended effective as of the Effective Time to read "$5,000,000".

Section 2.05. Addition of Section 3.19. Effective as of the Effective Time, the following provision shall be added to Article 3 of the Indenture as Section 3.19 immediately following Section 3.18 of the Indenture and shall read in its entirety as follows:

Section 3.19. The aggregate principal amount of all of the Company's Secured Indebtedness outstanding shall not at any time exceed thirty percent (30%) of the Net Property of the Company. For the purposes of this
Section 3.19, "Net Property" shall mean the aggregate amount of the assets of the Company includible in the categories of "property, plant and equipment" less the amount of accumulated depreciation and amortization attributable to such assets, that is reflected on the Company's balance sheet prepared in accordance with generally accepted accounting principles, consistently applied, and "Secured Indebtedness" shall mean indebtedness of the Company for money borrowed and secured by a lien upon the property of the Company.

Section 2.06. Amendment to Section 7.02(d) of the Indenture. The figure "$5,000" appearing twice in Section 7.02(d) of the Indenture is amended effective as of the Effective Time in each place to read "$200,000".

Section 2.07. Amendments to Section 12.05 of the Indenture.

Section 12.05 is amended effective as of the Effective Time as follows:

(a) Subsection (t) of Section 12.05 shall be restated in its entirety to read as follows:

(t) "Prior Liens" means any mortgages or other instruments constituting a lien upon property hereafter acquired by the Company prior to the lien of this Indenture; provided, however, that Prior Liens shall not include any liens on properties, (i) owned by Atmos immediately prior to the Effective Time, or (ii) acquired by the Company after the Effective Time, except any after acquired properties which constitute "mortgaged property" subject to the lien of this Indenture.

(b) The following new Subsections (v), (w), (x), (y) and (z) are added to Section 12.05 following Subsection (u):

(v) "Atmos" means Atmos Energy Corporation, a corporation organized under the laws of the State of Texas immediately prior to the Effective Time and organized under the laws of the State of Texas and Commonwealth of Virginia on and after the Effective Time.

(w) "Effective Time" shall have the meaning set forth in Recital 7 of the Twenty-Second Supplemental Indenture.

(x) "Merger" shall have the meaning set forth in Recital 7 of the Twenty-Second Supplemental Indenture.

(y) "Net Property" shall have the meaning set forth in Section 2.05 of the Twenty-Second Supplemental Indenture.

(z) "Secured Indebtedness" shall have the meaning set forth in
Section 2.05 of the Twenty-Second Supplemental Indenture.

Article Three Agreement Not to Issue Additional First Mortgage Bonds under the Indenture

On and after the Effective Time, Atmos hereby agrees not to certify or issue any additional First Mortgage Bonds or series of First Mortgage Bonds under the terms and provisions of the Indenture, including but not limited to, Sections 1.01, 2.02 and 2.03, except as to transfers, substitutions and exchanges of First Mortgage Bonds provided for in the Indenture with respect to First Mortgage Bonds outstanding immediately prior to the Effective Time.

Article Four Miscellaneous

Section 4.01. Incorporation of Original Indenture. This Twenty- Second Supplemental Indenture shall be construed in connection with and as a part of the Original Indenture and all terms used in this Twenty-Second Supplemental Indenture which are defined in the Original Indenture shall, unless the context

otherwise requires, have the meanings set forth in the Original Indenture.

Section 4.02. Successors and Assigns. Whenever in this Twenty-Second Supplemental Indenture any of the parties hereto is named or referred to, this shall be deemed to include the successors or assigns of such party, and all the covenants and agreements in this Twenty-Second Supplemental Indenture contained shall bind and inure to the benefit of the respective successors and assigns of such parties, whether so expressed or not.

Section 4.03. Multiple Counterparts. This Twenty-Second Supplemental Indenture may be simultaneously executed in any number of counterparts and all said counterparts executed and delivered, each as an original, shall constitute but one and the same instrument.

IN WITNESS WHEREOF, said Atmos Energy Corporation has caused its corporate name to be hereunto subscribed by its Vice President and its corporate seal to be hereunto affixed and attested by an Assistant Secretary, and said First Trust National Association, to evidence its acceptance of the trust hereby created and in it reposed, has caused its corporate name to be hereunto subscribed by its Vice President, and its corporate seal to be affixed and attested by an Assistant Secretary, and said Russell C. Bergman, to evidence his acceptance of the trust hereby created and in him reposed, has hereunto subscribed his name and affixed his seal, all as of the day and year first above written.

Atmos Energy Corporation
[Corporate Seal]
By Glen A. Blanscet Vice President Attest:
By
Its
Witnesses as to Atmos Energy Corporation:

First Trust National Association, Trustee
[Corporate Seal]
By Frank Sgaraglino, Vice President
Attest:

Witnesses as to First TrustNational Association:

Russell C. Bergman,
Individual Trustee

Attest:

State of Texas          )
                        )  SS.
County of Dallas        )

I, , a Notary Public in and for the County and State aforesaid, do hereby certify that on this day of , 1997, personally appeared before me Glen A. Blanscet and , to me personally known, and personally known to me to be the same persons whose names are subscribed to the foregoing instrument, who being by me duly sworn, did say that they are the Vice President and the Assistant Secretary, respectively, of Atmos Energy Corporation, a corporation organized under the laws of the State of Texas, that the seal affixed to the above and foregoing instrument is the corporate seal of said corporation and that said instrument was signed by them and sealed and delivered on behalf of said corporation by authority of its Board of Directors duly given, and the said and acknowledged said instrument to be their free and voluntary act and deed and the free and voluntary act and deed of said corporation for the uses and purposes therein set forth.

In Witness Whereof, I have hereunto set my hand and official seal this day of , 1997.

Notary Public in and for the County and State aforesaid
[Notarial Seal]
My commission expires:

State of Illinois       )
                        )  SS.
County of Cook          )

I, Remonia Jamison, a Notary Public in and for the County and State aforesaid, do hereby certify that on this 23rd day of July, 1997, personally appeared before me Frank Sgaraglino and Frank Layo, to me personally known, and personally known to me to be the same persons whose names are subscribed to the foregoing instrument, who being by me duly sworn, did say that they are the Vice President and the Assistant Secretary, respectively, of First Trust National Association, a national banking association organized and existing under the national banking laws of the United States of America, that the seal affixed to the above and foregoing instrument is the corporate seal of said association and that said instrument was signed by them and sealed and delivered on behalf of said association by authority of its Board of Directors duly given, and the said Frank Sgaraglino and Frank Layo acknowledged said instrument to be their free and voluntary act and deed and the free and voluntary act and deed of said association for the uses and purposes therein set forth.

In Witness Whereof, I have hereunto set my hand and official seal this 23rd day of July, 1997.

Notary Public in and for the County and State aforesaid
[Notarial Seal]
My commission expires:

State of Illinois       )
                        )  SS.
County of Cook          )

I, Remonia Jamison, a Notary Public in and for the County and State aforesaid, do hereby certify that on this 23rd day of July, 1997, personally appeared before me Russell C. Bergman, personally known to me to be the person described in and who executed and whose name is subscribed to the foregoing instrument, and acknowledged that he signed and delivered the said instrument as his free and voluntary act and deed for the uses and purposes therein set forth.

In Witness Whereof, I have hereunto set my hand and official seal this 23rd day of July, 1997.

Notary Public in and for the County and State aforesaid
[Notarial Seal]
My commission expires:

State of Texas          )
                        )  SS.
County of Dallas        )

Personally appeared before me , who, being duly sworn, says that saw the corporate seal of Atmos Energy Corporation affixed to the foregoing instrument and that also saw Glen A. Blanscet, Vice President and , Assistant Secretary of said Atmos Energy Corporation, sign and attest the same, and that , with , witnessed the execution and delivery thereof as the act and deed of said Atmos Energy Corporation.

Witness
[Notarial Seal]
Sworn to before me this day of , 1997.

Notary Public in and for the County and State aforesaid My commission expires:

State of Illinois       )
                        )  SS.
County of Cook          )

Personally appeared before me Sandra Rhoden, who, being duly sworn, says that she saw the corporate seal of the First Trust National Association affixed to the foregoing instrument and that she also saw Frank Sgaraglino, Vice President and Frank Layo, Assistant Secretary of said First Trust National Association, sign and attest the same, and that she, with Pamela Burrows, witnessed the execution and delivery thereof as the act and deed of the said First Trust National Association.

[Notarial Seal] Witness

Sworn to before me this 23rd day of July, 1997.

Notary Public in and for the County and State aforesaid My commission expires:

State of Illinois       )
                        )  SS.
County of Cook          )

Personally appeared before me Pamela Burrows, who, being duly sworn, says that she saw the within named Russell C. Bergman sign, seal, and as his act and deed, deliver the foregoing instrument and that she, with Sandra Rhoden, witnessed the execution thereof.

Witness
[Notarial Seal]

Sworn to before me this 23rd day of July, 1997.

Notary Public in and for the County and State aforesaid

My commission expires:

This Document was Prepared by:
Kristi A. Maher, Esq.
Chapman and Cutler
111 West Monroe Street
Suite 1600
Chicago, IL 60603-4080

Schedule 1

To Twenty-Second Supplemental Indenture

Dated as of July 29, 1997

Descriptions of Additional Mortgaged Property

The following gas distribution systems acquired by the Company, together with all pipelines, mains, connection, service pipes, fittings, meters, regulators, regulator stations and buildings, tools, instruments, appliances, apparatus, facilities, machinery and other property used or provided for use, in the construction, maintenance, repair or operation thereof and together also with all of the rights, privileges, rights-of-way, franchises, licenses, easements, grants and permits with respect to the construction, maintenance, repair and operation of such gas distribution systems:

1. The operating system of Stark Natural Gas acquired by the Company located in the county of Neosho, Kansas.
2. The operating system of Palmyra Natural Gas System acquired by the Company located in the county of Marion, Missouri.
3. The operating system of Monarch Gas Company acquired by the Company by merger located in the counties of Fayette, Illinois, and Effingham, Illinois.

Exhibit 10.8(a)

Atmos Energy Corporation

(Successor by Merger to United Cities Gas Company)

to

First Trust National Association

as Trustee

First Supplemental Indenture

Dated as of July 29, 1997

This First Supplemental Indenture, dated as of the 29th day of July, 1997, by and between Atmos Energy Corporation, ("Atmos"), a corporation duly organized and existing under and by virtue of the laws of the State of Texas (hereinafter sometimes called the "Company"), and First Trust National Association, successor to Bank of America Illinois, as Trustee, a national banking association organized and existing under the laws of the United States, having its principal place of business in Chicago, Illinois, as Trustee (hereinafter sometimes referred to as "Trustee"),

Witnesseth

Whereas, United Cities Gas Company ("United Cities") has heretofore executed and delivered to the Trustee an Indenture dated as of November 15, 1995;

Whereas, there are currently outstanding three tranches, all of the same series, of medium-term notes under the Indenture designated, respectively, "Medium-Term Notes, Series A 1995-1, 6.67% due December 15, 2025," "Medium-Term Notes, Series A 1995-2, 6.27% due December 19, 2010," and "Medium-Term Notes, Series A 1995-3, 6.20%, due December 19, 2000" (hereinafter referred to as the "Medium-Term Notes" or the "Outstanding Securities").

Whereas, effective on the date hereinafter written, United Cities merged with and into Atmos (the "Merger") and Atmos is the surviving company of the Merger.

Whereas, as a result of the Merger, all property, rights, privileges, powers and franchises of United Cities vested in Atmos, and all rights of the Trustee and the holders of the Outstanding Securities were preserved unimpaired, and are enforceable against Atmos to the same extent as if it had been named a party to the Indenture.

Whereas, Article Eleven of the Indenture permits United Cities to merge with and into another corporation provided that the surviving corporation executes and delivers to the Trustee a supplemental indenture in and by which it expressly assumes the due and punctual payment of the principal of and premium, if any, and interest, if any, on all Outstanding Securities according to their tenor, and the due and punctual performance of every covenant of the Indenture to be performed or observed by United Cities.

Whereas, the execution and delivery of this First Supplemental Indenture has been duly authorized by Atmos and all conditions precedent to the execution and delivery hereof by Atmos and the Trustee provided for in the Indenture have been complied with, and all acts and things necessary to constitute this First Supplemental Indenture a valid indenture and agreement according to the terms thereof have been done and performed.

Whereas, the Trustee has duly determined to execute this First Supplemental Indenture and to be bound, insofar as lawful,

by the provisions thereof;

Now, Therefore, in consideration of the premises, the covenants and agreements hereinafter contained, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Atmos, for the equal and proportionate benefit of the respective holders from time to time of the Medium-Term Notes, has executed and delivered this First Supplemental Indenture; and Atmos, for itself and its successors and assigns, does hereby covenant and agree to and with the Trustee and its successors as follows:

Part I
Assumption of Obligations and Liabilities

Atmos (i) assumes and agrees to pay, duly and punctually, the principal of, premium, if any, and interest, if any, on all Medium-Term Notes according to their terms and the terms of the Indenture and (ii) agrees to perform and observe, duly and punctually, all other terms, covenants and conditions of the Indenture to be performed or observed by United Cities thereunder or in connection therewith.

Part II
Concerning the Trustee

The Trustee accepts the trusts hereunder and agrees to perform the same but only upon the terms and conditions set forth in the Indenture. Without limiting the generality of the foregoing, the Trustee assumes no responsibility for the correctness of the recitals of fact herein contained, which shall be taken as the statements of Atmos. The Trustee makes no representations and shall have no responsibility as to the validity of this First Supplemental Indenture.

Part III
Reaffirmation of Indenture

As supplemented by this First Supplemental Indenture, the Indenture is in all respects ratified and confirmed, and the Indenture and the First Supplemental Indenture shall be read, taken and construed as one and the same instrument.

Part IV
Miscellaneous

This First Supplemental Indenture may be executed in several counterparts, and all such counterparts, executed and delivered, each as an original, shall constitute but one and the same instrument.

In Witness Whereof, Atmos Energy Corporation has caused this First Supplemental Indenture to be signed and acknowledged by its President or one of its Vice Presidents, and its corporate seal to be affixed hereunto, and the same to be attested by its

Secretary or one of its Assistant Secretaries, and First Trust National Association has caused this First Supplemental Indenture to be signed and acknowledged by one of its Vice Presidents, and its corporate seal to be affixed hereunto, and the same to be attested by one of its Assistant Secretaries, all as of the day and year first above written

Signature Page

Atmos Energy Corporation
By
President
(Seal)Attest:

(Seal)                                Attest:

                                              Assistant Secretary


State of Texas      )
                    )    SS:
County of           )

On the day of , 1997, before me personally came to me known, who, being by me duly sworn, did depose and say that he is the of Atmos Energy Corporation, a Texas and Virginia corporation, one of the corporations described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporation's seal; that it was so affixed by authority of the Board of Directors of said corporation; and that he signed his name thereto by like authority.

State of Illinois   )
                    )    SS:
County of Cook      )

     On the      day of         , 1997, before me personally came

to me known, who, being by me duly sworn, did depose and say that he is the Vice President and Assistant Secretary of First Trust National Association, one of the corporations described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporation's seal; that it was so affixed by authority of the Board of Directors of said corporation; and that he signed his name thereto by like authority.

Notary Public

(Notarial Seal)

EXHIBIT 10.10(a)

Contract No.123535

FIRM GAS TRANSPORTATION SERVICE AGREEMENT

THIS SERVICE AGREEMENT (Agreement), made and entered into as of this 1st day of November, 1995, by and between Public Service Company of Colorado (Company), a Colorado corporation, having a mailing address of P.O. Box 840, Denver, Colorado, 80202, and Greeley Gas Company, a Division of Atmos Energy Corporation (Shipper), a Texas corporation, having a mailing address of 700 Three Lincoln Centre, 5430 LBJ Freeway, P.O. Box 650205, Dallas, Texas 75265- 0205. Company and Shipper are collectively referred to as the "Parties."

THE PARTIES REPRESENT:

Shipper has by separate agreement acquired supplies of natural gas, hereinafter referred to as "Shipper's Gas";

Shipper has made the necessary arrangements and/or has entered into separate agreements to cause Shipper's Gas to be delivered to Company's Receipt Point(s) as specified in Exhibit(s)"A-1"-"C-2";

Shipper has requested and Company agrees to receive and transport Shipper's Gas from the Receipt Point(s) to the Delivery Point(s), as specified in Exhibit(s) "A-1"-"C-2", on a firm capacity basis and, if applicable, to sell gas to Shipper on a firm supply reservation basis; and

Shipper assumes responsibility for the installation and maintenance costs for a communication line necessary for electronic metering for the facility(s) specified in Exhibit(s) "A-1", "B-1" and "C-1".

THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1. Shipper acknowledges and agrees that gas transportation service provided hereunder is subject to the terms and conditions of Company's applicable gas transportation tariff as on file and in effect from time to time with the Public Utilities Commission of the State of Colorado (Commission) and such terms and conditions are incorporated herein as part of this Agreement.

2. Rates and Payment: Transportation service, Firm Capacity service and Firm Supply Reservation service provided by Company under this Service Agreement shall be paid for by Shipper at the charges under the standard rate set forth in Company's gas transportation tariff unless otherwise specified in Exhibit(s) "A- 1"-"C-2". Applicable facility charges shall be paid at the

rate set forth in Company's Gas Transportation Tariff unless otherwise specified in Exhibit(s) "A-1"-"C-2".

3. Back-up Supply Sales Service: In the event that adequate supplies of Shipper's gas are not available for receipt by Company, Company shall sell to Shipper sufficient quantity(s) of natural gas as necessary to meet Shipper's backup natural gas supply needs, up to the Total Peak Day Quantity for the Firm Supply Reservation Service (if any) as specified in Exhibit(s) "A-1"-"C-2", but in no event greater at any Delivery Point than the Firm Capacity Peak Day Quantity at such Delivery Point as specified in Exhibit(s) "A-1"-"C-2", except as provided for in paragraph 10 hereof. To the extent that the Shipper does not purchase Firm Supply Reservation Service or exceeds the Firm Capacity Peak Day Quantity at any Delivery Point, Company will provide Back-up Supply Sales Service on an interruptible basis, as available.

All natural gas sold by Company to Shipper shall be at the Back-up Supply Sales Charge specified in Company's gas transportation tariff.

4. Quality: Gas delivered by the Shipper or for the Shipper's account at the Receipt Point(s) as specified in Exhibit(s) "A-1"-"C-2" shall conform to the specifications for gas as specified in Exhibit "D" and Exhibit "E".

5. Term - Effective Date: This Agreement shall be effective November 1, 1995, and shall continue in full force and effect until the Service Termination Date(s) specified on Exhibit(s) "A-1"-"C-2" or October 1, 1996, and from year to year thereafter, until terminated by either party effective upon such Service Termination Date(s) or October 1 of any suceeding year upon thirty (30) days prior written notice.

6. Notices: Except as otherwise provided, any notice or information that either party may desire to give to the other regarding this agreement shall be in writing to the following address, or to such other address as either of the parties shall designate in writing.

COMPANY:                                      SHIPPER:
Payments Only:                                Invoices only
Public Service Company of Colorado            Greeley Gas Company, a
P.O. Box 17230                                Division of Atmos
Denver, Colorado 80217-0230                   Energy Corporation
(303) 623-1234                                Attn:  IntraState Gas
SupplyFax: (303) 294-2136                     P.O. Box 650205
                                              Dallas, Texas 75265-0205
                                              Phone: (214) 788-3747
                                              Fax: (214) 788-3773

                                       2

All Others
Public Service Company                        Greeley Gas Company, a
of Colorado                                   Division of
Seventeenth Street Plaza                      Atmos Energy Corporation
1225 17th Street, Suite 1100                  Attn:  IntraState Gas Supply
Denver, Colorado 80202-5533                   P.O. Box 650205
Attn:  Unit Manager, Gas                      Dallas, Texas 75265-0205
Transportation                                Phone: (214) 788-3749
Phone: (303) 294-2012                         Fax: (214) 788-3773
Fax: (303) 294-2757

Routine communications, including monthly statements and payments, shall be considered as duly delivered or furnished three (3) days after being mailed or when transmitted electronically.

7. Assignment - Consent: This Service Agreement shall not be assigned by either party hereto, without the prior written consent of the other party. Consent for assignment of Service Agreement shall not be unreasonably withheld by or from either party.

8. Cancellation of Prior Agreement: This Service Agreement supersedes, cancels and terminates, as of the date of this Service Agreement, the following agreements and any amendments thereto:

Gas Transportation Service Agreement, dated 6/29/92 (Document No.123535), between Greeley Gas Company and Western Gas Supply Company (predecessor to Company).

Gas Transportation Service Agreement, dated 7/16/92 (Document No.123530), between Greeley Gas Company and Western Gas Supply Company (predecessor to Company).

Gas Transportation Service Agreement, dated 6/29/92 (Document No.124252), between Greeley Gas Company and Western Gas Supply Company (predecessor to Company).

Gas Transportation Service Agreement, dated 7/16/92 (Document No.122111), between Greeley Gas Company and Western Gas Supply Company (predecessor to Company).

Service Agreement, dated 10/02/92 (Document No.50772), between Greeley Gas Company and Western Gas Supply Company (predecessor to Company).

Service Agreement, dated 10/21/83 (Document No.7926), (Document No. 7926), between Greeley Gas Company and Western Gas Supply Company (predecessor to Company).

Service Agreement, dated 10/21/83 (Document 7846),

between Greely Gas Company and Western Gas Supply Company (predecessor to Company).

Service Agreement, dated 11/08/84 (Document No.7954), between Greeley Gas Company and Western Gas Supply Company (predecessor to Company).

9. Cancellation of this Service Agreement: Shipper may cancel this Service Agreement upon thirty (30) days' written notice. If Receiving Party(s) then chooses to return to full firm natural gas service from Company, Company will, at Receiving Party's request, subject to availability of sufficient volumes of firm natural gas from Company's suppliers, reinstate Receiving Party with full firm service under the appropriate tariffs as they may be filed with the Commission. Shipper shall be responsible for costs, if any, which may be incurred by Company due to such termination.

In the event Shipper no longer desires Firm Transportation Service and Receiving Party(s) obtains interruptible sales or interruptible transportation service or converts to an alternate fuel prior to the end of the Contract Period or any subsequent Contract Period, Shipper may terminate this Agreement by paying Company a termination charge. The termination charge shall equal the Firm Capacity Charge and the Firm Supply Reservation Charge, if applicable, multiplied by the Receiving Party(s) Peak Day Quantity(s), as described on Exhibit(s) "A-1"-"C-2", multiplied by the number of months remaining in the Contract Period. The parties agree that Shipper shall owe no termination charge in the event the Agreement is terminated in accordance with paragraph 5 above.

Either party shall have the further right to terminate this Agreement if the other party, within ten days following receipt of written notification of a claim of a material breach hereunder, fails to remedy such material breach and to indemnify such party for the consequences thereof. Such termination shall become effective on the eleventh day following such notification or, if the notification provides for a different termination date which is later than the ten-day notification period, on the date specified in such notification.. For purposes of this paragraph, "material breach" shall include, but not be limited to, a continuing or repeated failure to perform a basic obligation under this Agreement and shall not include periodic or isolated failures to perform or other liquidated claims which can be resolved pursuant to monetary or volume adjustments.

This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado.

10. Delivery Point Peak Day Quantity: Peak day volumes identified in the attached Exhibits represent Shipper's current

and best information of delivery point peaking volumes. Shipper and Company agree that the parties will reevaluate these volumes on a periodic basis, but at least once annually, to determine if and at what level any adjustments to the individual delivery point peaking volumes are needed.

On a monthly basis, Company will review the actual deliveries made to these points and, provided the total volumes delivered do not exceed the total contracted-for volume available for that Exhibit area, Company will authorize any volume exceeding the delivery point Peak Day quantity as authorized overrun gas. Should delivered volumes at any point consistently exceed the Peak Day quantity for that point, Shipper will request and Company will accept, subject to available capacity, an increase in the contracted-for peak day quantity at the specified delivery point. In increasing the contracted volume at a receipt point, Shipper may shift volumes from other points within the same Exhibit area if volumes at such other points do not exceed maximum peak day quantities in which case Shipper may request an increase in the overall Contract Maximum Peak Day quantity, as necessary.

11. Maximum capacity by Exhibit: Administrative circumstances require the separation of electronically metered and non-electronically metered volumes into two separate Exhibits covering the same regional area, such as Exhibit "A-1" Electronically Metered Front Range and Exhibit "A-2" Non-Electronically Metered Front Range, Exhibit "B-1" Electronically Metered Southern and Exhibit "B-2" Non-Electronically Metered Southern, and Exhibit "C-1" Electronically Metered Western and Exhibit "C-2" Non-Electronically Metered Western. This agreement is intended to make available firm transportation service up to the maximum contracted volume by Exhibit area, i.e., the Front Range Area (Exhibits "A-1" and "A-2"), the Southern Area (Exhibit "B-1" and "B-2"), and the Western Area (Exhibits"C-1" and "C-2"). Therefore, in instances where the total delivered volumes under any Electronically Metered or Non-Electronically Metered Exhibit exceed the Maximum Daily Contract quantity for that Exhibit, the parties agree that transportation will be authorized provided available capacity exists on the corresponding Electronically Metered or Non-Electronically Metered Exhibit area.

12. For all Delivery Points listed on Exhibits "A-2", "B-2", and "C-2", Shipper will nominate transportation volumes based on a percentage volume provided by Company, therefore, the balancing provisions of Company's Tariff as they would apply to this Agreement, are waived.

13. Exhibit(s) and Addendums: All exhibits attached hereto are incorporated into the terms of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Firm Gas Transportation Service Agreement as of the day and year first above written.

Contract No.: 123535

COMPANY:                                 SHIPPER:
PUBLIC SERVICE COMPANY OF COLORADO       GREELEY GAS COMPANY,
                                         A DIVISION OF
                                         ATMOS ENERGY CORPORATION

By: /s/ Merciu Arizone                   By: /s/ Toby A. Priolo
    -----------------------------            ----------------------------
Title: Mgr, Gas Plng, Mktg & Sply        Title: Vice President
       --------------------------                ------------------------

Taxpayer I.D. No. 84-0296600             Taxpayer I.D. No.
                                                          ---------------
Witness/Attest:                          Witness/Attest:

---------------------------------        --------------------------------
(please type name)                       (please type name)

Contract No.: 123535 Effective Date Of Agreement: 11/01/95 Effective Date of Exhibit: 4/1/96

EXHIBIT "A-1" ELECTRONICALLY METERED FRONT RANGE

TO THE FIRM TRANSPORTATION SERVICE AGREEMENT

BETWEEN

GREELEY GAS COMPANY, A DIVISION OF
ATMOS ENERGY CORPORATION (Shipper)

AND

PUBLIC SERVICE COMPANY OF COLORADO (Company)

     Receipt Point             Peak Day Quantity   Utilization Curve
                                     Dth/Day

Associated Natural Gas, Inc.        22,058              General
Mewborn  Residue Plant
Associated Natural Gas, Inc.         4,598              General
Eaton Residue Plant
Associated Natural Gas, Inc.         9,196              General
Roggen Residue Plant
Associated Natural Gas, Inc.         4,598              General
Spindle Residue Plant

                              Firm       Service                Transpor-
                            Capacity       and       Specific     tation    Term   Date Of     Effective     Termin-
 Receiving         Load     Peak Day     Facility    Facility    Commodity  of      First       Date Of       ation
   Party           Point    Quantity     Charge      Charge       Charge    Rate   Delivery     Service      Date of
 & Service                   (Dth)                                                                           Service
  Address
Ault #1&#2       306412692        800        1st        $185       TF        1yr.    08/26/90    11/1/95     9/30/96
                                           meter
Eaton #1&#2      206412763        500      add'l        $125       TF        1yr.    08/26/90    11/1/95     9/30/96
                                           meter
Kersey Group     706412713      1,000      add'l        $125       TF        1yr.    08/26/90    11/1/95     9/30/96
                                           meter
Lasalle          406412719        900      add'l        $125       TF        1yr.    08/26/90    11/1/95     9/30/96
                                           meter
Lucerne #1&#2    606412723        200      add'l        $125       TF        1yr.    08/26/90    11/1/95     9/30/96
                                           meter
Monfort          706412727        500      add'l        $125       TF        1yr.    08/26/90    11/1/95     9/30/96
 Measuring                                 meter
 Station
North Greeley    106412730     14,000      add'l        $125       TF        1yr.    08/26/90    11/1/95     9/30/96
                                           meter
Platteville      906412745       1000      add'l        $125       TF        1yr.    08/26/90    11/1/95     9/30/96
                                           meter

Contract No.: 123535 Effective Date Of Agreement: 11/01/95 Effective Date of Exhibit: 4/1/96

EXHIBIT "A-1" ELECTRONICALLY METERED FRONT RANGE
(cont'd.)

                               Firm     Service              Transpor-
                             Capacity     and      Specific   tation    Term    Date Of    Effective  Termin-
  Receiving        Load      Peak Day   Facility   Facility  Commodity   of      First      Date Of    ation
    Party          Point     Quantity    Charge     Charge     Charge   Rate    Delivery    Service   Date of
  & Service                    (Dth)                                                                  Service
   Address
South Greeley    106412754      2,000    addt'l.      $125     TF       1yr.    08/26/90    11/1/95   9/30/96
                                          meter
West Greeley     606412761     18,715    addt'l.      $125     TF       1yr.    08/26/90    11/1/95   9/30/96
                                          meter

Total Firm Capacity Reservation Peak Day Quantity: 39,615Dth

   Front Range          Effective Date      Termination Date
Peak Day Quantity         Of Service           Of Service
     Dth/Day
     31,684               11/01/95             May 31, 1996

Total Firm Supply Reservation Peak Day Quantity: 31,684 Dth

Contract No.: 123535

Effective Date Of Agreement: 11/01/95 Effective Date of Exhibit: 4/1/96

EXHIBIT "A-2" NON-ELECTRONICALLY METERED FRONT RANGE

TO THE FIRM TRANSPORTATION SERVICE AGREEMENT

BETWEEN

GREELEY GAS COMPANY, A DIVISION OF
ATMOS ENERGY CORPORATION (Shipper)

AND

PUBLIC SERVICE COMPANY OF COLORADO (Company)

        Receipt Point              Peak Day     Utilization
                                   Quantity        Curve
                                    Dth/Day

Associated Natural Gas, Inc.         1928          General
Mewborn  Residue Plant
Associated Natural Gas, Inc.          402          General
Eaton Residue Plant
Associated Natural Gas, Inc.          804          General
Roggen Residue Plant
Associated Natural Gas, Inc.          401          General
Spindle Residue Plant

                               Firm      Service               Transpor-
                              Capacity     and      Specific    tation    Term    Date Of    Effective    Termin-
 Receiving       Load         Peak Day   Facility   Facility   Commodity   of      First      Date Of      ation
  Party          Point        Quantity   Charge      Charge     Charge    Rate    Delivery    Service     Date of
 & Service                    (Dth)                                                                       Service
 Address

Corsey Group    906412694         20        1st       $185       TF       1yr.    08/26/90    11/1/95     9/30/96
                                          meter
East            606412695         50    addt'l.       $125       TF       1yr.    08/26/90    11/1/95     9/30/96
Keenesburg                                meter

Gilcrest        506412766        425    addt'l.       $125       TF       1yr.    08/26/90    11/1/95     9/30/96
                                          meter
Hill-N-Park     206412697        360    addt'l.       $125       TF       1yr.    08/26/90    11/1/95     9/30/96
                                          meter
Hudson          406412700        375    addt'l.       $125       TF       1yr.    08/26/90    11/1/95     9/30/96
                                          meter
Keenesburg      306412710        340    addt'l.       $125       TF       1yr.    08/26/90    11/1/95     9/30/96
                                          meter
Nunn            206412739        175    addt'l.       $125       TF       1yr.    08/26/90    11/1/95     9/30/96
                                          meter

Contract No.: 123535

Effective Date Of Agreement: 11/01/95 Effective Date of Exhibit: 4/1/96

                                Firm     Service             Transpor-
                              Capacity     and     Specific   tation    Term  Date Of   Effective   Termin-
 Receiving Party     Load     Peak Day   Facility  Facility  Commodity   of    First     Date Of     ation
   & Service         Point    Quantity   Charge     Charge    Charge    Rate  Delivery   Service    Date of
   Address                     (Dth)                                                                Service
Pierce             606412742     400     addt'l.      $125     TF      1yr.   08/26/90    11/1/95   9/30/96
                                           meter
Roggen             706412751      70     addt'l.      $125     TF      1yr.   08/26/90    11/1/95   9/30/96
                                           meter
South Gate         106412768      50     addt'l.      $125     TF      1yr.   08/26/90    11/1/95   9/30/96
Trailer                                   meter
South Roggen       106412773      15     addt'l.      $125     TF      1yr.   08/26/90    11/1/95   9/30/96
                                           meter
West Hudson        306412705     300     addt'l.      $125     TF      1yr.   08/26/90    11/1/95   9/30/96
                                           meter
West LaSalle       506412771      35     addt'l.      $125     TF      1yr.   08/26/90    11/1/95   9/30/96
Group                                     meter
Prospect Valley    306412748      55     addt'l.      $125     TF      1yr.   08/26/90    11/1/95   9/30/96
                                           meter
Miscellaneous                  1,700                           TF      1yr.   08/26/90    11/1/95   9/30/96
Farmtaps

Total Firm Capacity Reservation Peak Day Quantity: 4,370 Dth

Contract No.: 123535 Effective Date Of Agreement: 11/01/95 Effective Date of Exhibit: 4/1/96

EXHIBIT "B-1" ELECTRONICALLY METERED SOUTHERN

TO THE FIRM TRANSPORTATION SERVICE AGREEMENT

BETWEEN

GREELEY GAS COMPANY, A DIVISION OF
ATMOS ENERGY CORPORATION (Shipper)

AND

PUBLIC SERVICE COMPANY OF COLORADO (Company)

  Receipt Point           Peak Day         Utilization Curve
                          Quantity
                           Dth/Day

Outlet of Tiffany           6,500              Stabilized
Compressor Station

                                 Firm     Service              Transpor-
                               Capacity     and     Specific    tation    Term   Date Of   Effective  Termination
   Receiving        Load       Peak Day   Facility  Facility   Commodity   of     First     Date Of     Date of
    Party           Point      Quantity   Charge     Charge     Charge    Rate   Delivery   Service     Service
   & Service                    (Dth)
    Address
Crested Butte     406412639        700    addt'l      $125       TF       1yr.   11/28/90    11/1/95     9/30/96
Town                                       meter
Border Station
East Gunnison     306412687      2,500    addt'l      $125       TF       1yr.   05/06/87    11/1/95     9/30/96
Town                                       meter
Border Station
Salida Town       206412701      2,600    addt'l      $125       TF       1yr.   05/06/87    11/1/95     9/30/96
Border Station                             meter

Total Firm Capacity Reservation Peak Day Quantity: 5,800 Dth

Contract No.: 123535 Effective Date Of Agreement: 11/01/95 Effective Date of Exhibit: 4/1/96

EXHIBIT "B-2" NON-ELECTRONICALLY METERED SOUTHERN

TO THE FIRM TRANSPORTATION SERVICE AGREEMENT

BETWEEN

GREELEY GAS COMPANY, A DIVISION OF
ATMOS ENERGY CORPORATION (Shipper)

AND

PUBLIC SERVICE COMPANY OF COLORADO (Company)

          Receipt Point         Peak Day Quantity       Utilization Curve
                                     Dth/Day
Outlet of Tiffany Compressor          1,115                Stabilized
Station

                                Firm     Service               Transpor-
                              Capacity     and       Specific   tation    Term   Date Of   Effective  Termin-
Receiving Party     Load      Peak Day   Facility    Facility  Commodity   of     First     Date Of    ation
   & Service        Point     Quantity   Charge       Charge     Charge   Rate  Delivery    Service   Date of
    Address                     (Dth)                                                                 Service
Poncha Springs     706412690      100     addt'l.      $125       TF      1yr.   11/28/90    11/1/95   9/30/96
                                            meter
Chalk Creek        206412678       85     addt'l.      $125       TF      1yr.   05/06/87    11/1/95   9/30/96
                                            meter
Tomichi Village    106412706       40     addt'l.      $125       TF      1yr.   05/06/87    11/1/95   9/30/96
                                            meter
West Gunnison      906412707      375     addt'l.      $125       TF      1yr.   05/06/87    11/1/95   9/30/96
Town Border                                 meter
Micellaneous                      800                             TF      1yr.   05/06/87    11/1/95   9/30/96
Farmtaps

Total Firm Capacity Reservation Peak Day Quantity: 1,400 Dth

Contract No.: 123535 Effective Date Of Agreement: 11/01/95 Effective Date of Exhibit: 4/1/96

EXHIBIT "C-1" ELECTRONICALLY METERED WESTERN

TO THE FIRM TRANSPORTATION SERVICE AGREEMENT

BETWEEN

GREELEY GAS COMPANY, A DIVISION OF
ATMOS ENERGY CORPORATION (Shipper)

AND

PUBLIC SERVICE COMPANY OF COLORADO (Company)

 Receipt Point         Peak Day Quantity        Utilization Curve
                            Dth/Day
KNGWRD                         680                   General
MOFRRO                         575                   General
LONGCA                         266                   General
NF1GCA                       1,770                   General
NF1GHC                       3,540                   General
NF2GCA                       3,540                   General
ROSGCA                          89                   General
TERGCA                          22                   General
TWIGCA                          66                   General

                                 Firm     Service              Transpor-
                               Capacity     and     Specific    tation    Term   Date Of    Effective   Termin-
  Receiving        Load        Peak Day   Facility  Facility   Commodity  of      First      Date Of     ation
    Party          Point       Quantity   Charge     Charge     Charge    Rate   Delivery    Service    Date of
  & Service                     (Dth)                                                                   Service
   Address
Craig             206412744      4,648    addt'l      $125        TF      1yr.   10/20/86    11/1/95     9/30/96
                                           meter
Meeker            706413010      1,000    addt'l      $125        TF      1yr.   10/20/86    11/1/95     9/30/96
                                           meter
Hayden Town       506412747        700    addt'l      $125        TF      1yr.   10/20/86    11/1/95     9/30/96
Border Station                             meter

Mt. Werner #1     506412752      2,600    addt'l      $125        TF      1yr.   10/20/86    11/1/95     9/30/96
                                           meter
Steamboat Town    306412772      1,215    addt'l      $125        TF      1yr.   10/20/86    11/1/95     9/30/96
Border Station                             meter

Total Firm Capacity Reservation Peak Day Quantity: 10,163 Dth

Contract No.: 123535 Effective Date Of Agreement: 11/01/95 Effective Date of Exhibit: 4/1/96

EXHIBIT "C-2" NON-ELECTRONICALLY METERED WESTERN

TO THE FIRM TRANSPORTATION SERVICE AGREEMENT

BETWEEN

ATMOS ENERGY CORPORATION (Shipper)

AND

       Receipt Point     Peak Day Quantity         Utilization Curve
                              Dth/Day

KNGWRD                          88                      General
MOFRRO                          75                      General
LONGCA                          34                      General
NF1GCA                         230                      General
NF1GHC                         460                      General
NF2GCA                         460                      General
ROSGCA                          11                      General
TERGCA                           3                      General
TWIGCA                           9                      General

                                Firm      Service               Transpor-
                               Capacity     and      Specific    tation    Term   Date Of   Effective   Termin-
 Receiving         Load        Peak Day   Facility   Facility   Commodity   of     First     Date Of     ation
   Party           Point       Quantity    Charge     Charge     Charge    Rate   Delivery   Service    Date of
 & Service                     (Dth)                                                                    Service
  Address
Thompson Hill     406412762         45    addt'l.      $125        TF      1yr.   10/20/86    11/1/95   9/30/96
                                            meter
Milner Town       106412749         65    addt'l.      $125        TF      1yr.   10/20/86    11/1/95   9/30/96
Border                                     meter

Steamboat II      206412758        200    addt'l.      $125        TF      1yr.   10/20/86    11/1/95   9/30/96
West                                       meter

Brooklyn Group    606412737        627    addt'l.      $125        TF      1yr.   10/20/86    11/1/95   9/30/96
                                            meter
Miscellaneous                    1,233                             TF      1yr.   10/20/86    11/1/95   9/30/96
Farmtaps

Total Firm Capacity Reservation Peak Day Quantity: 2,170 Dth

Contract No.: 123535 Effective Date Of Agreement: 11/01/95 Effective Date of Exhibit: 11/01/95

EXHIBIT "D"

GAS UTILIZATION CURVES

Stabilized Utilization Curve

A graph depicting PSCo's stabilized utilization curve appeared here in the original document.

The Utilization Curve is a general representation of the natural gas quality which is acceptable from a utilization standpoint. However, the gas composition must be known in order to determine if a supply is acceptable and can be interchanged with supplies in a pipeline system. PSCo reserves the right in all instances to evaluate gas composition to determine system compatibility and to refuse any gas which is unacceptable from a utilization basis.

Contract No.: 123535 Effective Date Of Agreement: 11/01/95 Effective Date of Exhibit: 11/01/95

EXHIBIT "E"

GAS UTILIZATION CURVES

General Utilization Curve

A graph depicting PSCo's general utilization curve appeared here in the original document.

The Utilization Curve is a general representation of the natural gas quality which is acceptable from a utilization standpoint. However, the gas composition must be known in order to determine if a supply is acceptable and can be interchanged with supplies in a pipeline system. PSCo reserves the right in all instances to evaluate gas composition to determine system compatibility and to refuse any gas which is unacceptable from a utilization basis.

EXHIBIT 10.21(f)

May 14, 1997

Mr. Larry J. Dagley
Atmos Energy Corporation
P.O. Box 650205
Dallas, Texas 75265

Dear Mr. Dagley:

Atmos Energy Corporation (the "Company") considers it essential to the best interests of its shareholders to foster the continuous employment of key management personnel. In this connection, the Board of Directors of the Company (the "Board") recognizes that, as is the case with many publicly held corporations, the possibility of a change in control may exist and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its shareholders.

The Board has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company's management, including yourself, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a change in control of the Company.

In order to induce you to remain in the employ of the Company and in consideration of your agreement set forth in Subsection 2(ii) hereof, the Company agrees that you shall receive the severance benefits set forth in this letter agreement ("Agreement") in the event your employment with the Company is terminated subsequent to a "change in control of the Company" (as defined in
Section 2 hereof) under the circumstances described below.

1. Term of Agreement. This Agreement shall commence on the date hereof and shall continue in effect through December 31, 1997; provided, however, that commencing on January 1, 1998 and each January 1 thereafter, the term of this Agreement shall automatically be extended for one additional year unless, not later than July 1 of the preceding year, the Company shall have given notice that it does not wish to extend this Agreement; provided, further, if a change in control of the Company shall have occurred during the original or extended term of this Agreement, this Agreement shall continue in effect for a period of thirty-six (36) months beyond the month in which such change in control occurred.

Change in Control. (i) No benefits shall be payable hereunder unless there shall have been a change in control of the Company, as set forth below. For purposes of this Agreement, a "change in control of the Company" shall be deemed to have occurred if (A) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 33 1/3% or more of the combined voting power of the Company's then outstanding securities; or (B) during any period of two consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clauses (A) or (C) of this Subsection) whose election by the Board or nomination for election by the Company's shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or (C) the shareholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 60% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all the Company's assets.

(ii) For purposes of this Agreement, a "potential change in control of the Company" shall be deemed to have occurred if (A) the Company enters into an agreement, the consummation of which would result in the occurrence of a change in control of the Company, (B) any person (including the Company) publicly announces an intention to take or to consider taking actions which if consummated would constitute a change in control of the Company; (C) any person, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company, who is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 9.5% or more of the combined voting power of the Company's then outstanding securities, increases his beneficial ownership of such securities by 5% or more over the percentage so owned by such person on the date hereof; or (D) the Board adopts a resolution to the effect that, for purposes of this Agreement, a potential change in control of the Company has occurred. You

agree that, subject to the terms and conditions of this Agreement, in the event of a potential change in control of the Company, you will remain in the employ of the Company until the earliest of (i) a date which is six (6) months after the occurrence of such potential change in control of the Company, (ii) the termination by you of your employment by reason of Disability or Retirement (at your normal retirement age), as defined in Subsection 3(i), or (iii) the occurrence of a change in control of the Company.

(iii) Notwithstanding any other provision of this Agreement, the definitions set forth in Sections 2(i) and (ii) above regarding "change in control of the Company" and "potential change in control of the Company" do not include, and shall not be deemed to include or be applicable to, the merger, or approval by the Company's shareholders of the merger, contemplated by the Agreement and Plan of Reorganization dated July 19, 1996, executed by and between the Company and United Cities Gas Company.

3. Termination Following Change in Control. If any of the events described in Subsection 2(i) hereof constituting a change of control shall have occurred, you shall be entitled to the benefits provided in Subsection 4(iii) hereof upon the subsequent termination of your employment during the term of this Agreement unless such termination is (A) because of your death, Disability or Retirement, (B) by the Company for Cause, or (C) by you other than for Good Reason.

(i) Disability; Retirement. If, as a result of your incapacity due to physical or mental illness, you shall have been absent from the full-time performance of your duties with the Company for twelve (12) consecutive months, and within thirty (30) days after written Notice of Termination (as defined in Subsection (iv) below) is given you shall not have returned to the full-time performance of your duties, your employment may be terminated for "Disability." Termination by the Company or you of your employment based on "Retirement" shall mean termination in accordance with the Company's retirement policy, including early retirement, generally applicable to its salaried employees or in accordance with any retirement arrangement established with your consent with respect to you.

(ii) Cause. Termination by the Company of your employment for "Cause" shall mean termination upon (A) the willful and continued failure by you to substantially perform your duties with the Company (other than any such failure resulting from your incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination by you for Good Reason, as defined in Subsections 3(iv) and 3(iii), respectively) after a written demand for substantial performance is delivered to you by the Board, which demand specifically identifies the manner in which the Board believes that you have not substantially performed your

duties, or (B) the willful engaging by you in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes of this Subsection, no act, or failure to act, on your part shall be deemed "willful" unless done, or omitted to be done, by you not in good faith and without reasonable belief that your action or omission was in the best interest of the Company. Notwithstanding the foregoing, you shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to you a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to you and an opportunity for you, together with your counsel, to be heard before the Board), finding that in the good faith opinion of the Board you were guilty of conduct set forth above in clauses (A) or (B) of the first sentence of this Subsection and specifying the particulars thereof in detail.

(iii) Good Reason. You shall be entitled to terminate your employment for Good Reason. For purposes of this Agreement, "Good Reason" shall mean, without your express written consent, the occurrence after a change in control of the Company of any of the following circumstances unless, in the case of Paragraphs (A), (E), (F), (G), or (H), such circumstances are fully corrected prior to the Date of Termination specified in the Notice of Termination, as defined in Subsections 3(v) and 3(iv), respectively, given in respect thereof:

(A) the assignment to you of any duties inconsistent with your status as a senior executive officer of the Company or a substantial and adverse alteration in the nature or status of your responsibilities from those in effect immediately prior to the change in control of the Company;

(B) a reduction by the Company in your annual base salary as in effect on the date hereof or as the same may be increased from time to time except for across-the-board salary reductions similarly affecting all senior executives of the Company and all senior executives of any person in control of the Company;

(C) the Company's requiring you to be based anywhere other than the offices at which you were based immediately prior to the change in control of the Company except for required travel on the Company's business to an extent substantially consistent with your present business travel obligations;

(D) the failure by the Company, without your consent, to pay to you any portion of your current compensation except pursuant to an across- the-board compensation deferral similarly affecting all senior executives of the Company and all senior executives of any

person in control of the Company, or to pay to you any portion of an installment of deferred compensation under any deferred compensation program of the Company, within seven (7) days of the date such compensation is due;

(E) the failure by the Company to continue in effect any compensation plan, in which you participate immediately prior to the change in control of the Company which is material to your total compensation, including, but not limited to, the Company's Retirement Plan, Employee Stock Ownership Plan, Supplemental Executive Benefits Plan and Excess Medical Expense Insurance Plan or any substitute plans adopted prior to the change in control, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue your participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of your participation relative to other participants, as existed at the time of the change in control;

(F) the failure by the Company to continue to provide you with benefits substantially similar to those enjoyed by you under any of the Company's pension, life insurance, medical, health and accident, or disability plans in which you were participating at the time of the change in control of the Company, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive you of any material fringe benefit enjoyed by you at the time of the change in control of the Company, or the failure by the Company to provide you with the number of paid vacation days to which you are entitled on the basis of years of service with the Company in accordance with the Company's normal vacation policy in effect at the time of the change in control of the Company;

(G) the failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement; or

(H) any purported termination of your employment which is not effected pursuant to a Notice of Termination satisfying the requirements of Subsection (iv) below (and, if applicable, the requirements of Subsection
(ii) above); for purposes of this Agreement, no such purported termination shall be effective.

Your right to terminate your employment pursuant to this Subsection shall not be affected by your incapacity due to physical or mental illness. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder.

(iv) Notice of Termination. Any purported termination of your employment by the Company or by you shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 7 hereof. For purposes of this Agreement, a "Notice of Termination" shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated.

(v) Date of Termination, Etc. "Date of Termination" shall mean (A) if your employment is terminated for Disability, thirty (30) days after Notice of Termination is given (provided that you shall not have returned to the full-time performance of your duties during such thirty (30) day period), and (B) if your employment is terminated for any reason other than Disability, thirty (30) days after Notice of Termination is given.

4. Compensation Upon Termination or During Disability. Following a change in control of the Company, as defined by Subsection 2(i), upon termination of your employment or during a period of disability you shall be entitled to the following benefits:

(i) During any period that you fail to perform your full-time duties with the Company as a result of incapacity due to physical or mental illness, you shall continue to receive your base salary at the rate in effect at the commencement of any such period, together with all compensation payable to you under any disability plan of the Company until this Agreement is terminated pursuant to Subsection 3(i) hereof. Thereafter, or in the event your employment shall be terminated by the Company or by you for Retirement, or by reason of your death, your benefits shall be determined under the Company's retirement, insurance and other compensation programs then in effect in accordance with the terms of such programs.

(ii) If your employment shall be terminated by the Company for Cause or by you other than for Good Reason, Disability, death or Retirement, the Company shall pay you your full base salary, and continue to provide you with life, disability, accident, health insurance and other benefits, through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts to which you are entitled under any compensation plan of the Company at the time such payments are due, and the Company shall have no further obligations to you under this Agreement.

(iii) If your employment by the Company shall be terminated (a) by the Company other than for Cause, Retirement, death or Disability or (b) by you for Good Reason, then you shall be entitled to the benefits provided below

(A) the Company shall pay you your full base

salary, and continue to provide you with life, disability, accident, health insurance and other benefits, through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts to which you are entitled under any compensation plan of the Company, at the time such payments are due, except as otherwise provided below;

(B) in lieu of any further salary payments to you for period subsequent to the Date of Termination, the Company shall pay as severance pay to you a lump sum severance payment (the "Severance Payment") equal to 2.99 times your "Base Amount", as defined in Section 280G of the Internal Revenue Code of 1986 as amended (the "Code").

(C) Notwithstanding any other provision of this Agreement, in the event that any payment or benefit received or to be received by you in connection with a change in control of the Company (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with
(i) the Company, (ii) any person whose actions result in a change in control of the Company, or (iii) any person affiliated with the Company or such person) (all such payments and benefits including the Severance Payment, being hereinafter called "Total Payments") would be subject (in whole or part), to the excise tax imposed under Section 4999 of the Code (the "Excise Tax"), then the Severance Payment shall be reduced to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax if, and only in the event that, the amount of such Total Payments, as so reduced, (and after deduction of the net amount of federal, state and local income tax on such reduced Total Payments) is greater than the excess of (i) the amount of such Total Payments, without reduction (but after deduction of the net amount of federal, state and local income tax on such Total Payments), over (ii) the amount of Excise Tax to which you would be subject in respect of such Total Payments. For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, (i) no portion of the Total Payments the receipt or enjoyment of which you shall have effectively waived in writing prior to the date of payment of the Severance Payment shall be taken into account; (ii) no portion of the Total Payments shall be taken into account which in the opinion of tax counsel selected by the Company's independent auditors does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, (including by reason of Section 280G(b)(4)(A) of the Code); (iii) in calculating the Excise Tax, no portion of such Total Payments shall be taken into account which constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of your base amount (as defined in
Section 280G(b)(3) of the Code) allocable to such reasonable compensation; and (iv) the value of any non-cash benefit or any deferred

payment or benefit included in the Total Payments shall be determined by the Company in accordance with the principles of Sections 280G(d)(3) and
(4) of the Code; and

(D) the Company also shall pay to you all legal fees and expenses incurred by you as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 4999 of the Code to any payment or benefit provided hereunder) except to the extent that the payment of such fees and expenses would not be, or would cause any other portion of the Total Payments not to be, deductible by reason of
Section 280G of the Code.

(iv) You shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 be reduced by any compensation earned by you as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by you to the Company, or otherwise except as specifically provided in this
Section 4.

(v) In addition to all other amounts payable to you under this Section 4, you shall be entitled to all rights and benefits provided to you under the terms of any other plan or agreement between you and the Company.

5. Letter of Credit Preceding Termination. In the event a potential change in control of the Company shall have occurred, the Company will promptly (and in no event more than seven (7) days thereafter) establish an irrevocable letter of credit (the "Letter of Credit") in your favor in an amount equal to the amount which would be payable to you pursuant to Subsection 4(iii) hereof as if you were immediately entitled to payment pursuant thereto, such Letter of Credit to be issued by a commercial bank which is not an affiliate of the Company, but which is a national banking association or established under the laws of one of the states of the United States, and which has equity in excess of $100 million (the "Bank"). The Letter of Credit shall be in form and substance reasonably satisfactory to you and the Company and will provide that the Bank shall pay you the amount of your draft, at sight, on presentation to the Bank of a statement, signed by you or your authorized representative, setting forth (i) a statement that pursuant to Subsection 4(iii) of this Agreement, you are entitled to payments of not less than the amount of such draft, and (ii) the Date of Termination of your employment. Each time you shall draw on the Letter of Credit, you shall provide the Company with a copy of such draft and the accompanying statement referred to above. The Company shall maintain the Letter of Credit in effect for a period of two

years from the date on which it is issued; provided, however, that (i) if during any such two-year period any event shall occur which, pursuant to this Section 5, would have required the Company to establish a Letter of Credit had none then existed, then the Company shall maintain the Letter of Credit in effect for a period of two years following such event, unless further extended pursuant to this provision, and (ii) if a change in control of the Company shall occur, then the Company shall maintain the Letter of Credit in effect for a period of three years following such change in control. During the period in which a Letter of Credit is required to be maintained, the Company shall, at six-month intervals commencing with the date the Letter of Credit is established, calculate the amount which would be payable to you pursuant to Subsection 4(iii) hereof as if you were immediately entitled to payment pursuant thereto. If the amount exceeds the amount available to be drawn upon under the Letter of Credit then in effect, the Company shall promptly (and in no event later than seven (7) days thereafter) cause the amount payable under the Letter of Credit to be increased by the amount of such excess.

The payment by the Bank of the amount of your draft in accordance with the terms hereof and of the Letter of Credit shall not constitute a waiver by the Company of, or in any way preclude the Company from asserting, any claim against you that you are not entitled to some or all of such payment. In addition, your drawing upon the Letter of Credit shall not constitute a waiver by you, or in any way preclude you from asserting, any claim against the Company that you are entitled to amounts pursuant to this Agreement which were not paid by amounts received under the Letter of Credit.

6. Successors; Binding Agreement. (i) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle you to compensation from the Company in the same amount and on the same terms as you would be entitled to hereunder if you terminate your employment for Good Reason following a change in control of the Company, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

(ii) This Agreement shall inure to the benefit of and be enforceable by your personal or legal representatives,

executors, administrators, successors, heirs, distributees, devisees and legatees. If you should die while any amount would still be payable to you hereunder if you had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there is no such designee, to your estate.

7. Notice. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the first page of this Agreement, provided that all notice to the Company shall be directed to the attention of the Board with a copy to the Secretary of the Company, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

8. Miscellaneous. No provision of this Agreement may be modified, waived, or discharged unless such waiver, modification or discharge is agreed to in writing and signed by you and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Texas. All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law. The obligations of the Company under Section 4 shall survive the expiration of the term of this Agreement.

9. Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

10. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

11. Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively

by arbitration in Dallas, Texas in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator's award in any court having jurisdiction; provided, however, that you shall be entitled to seek specific performance of your right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection with this Agreement.

If this letter sets forth our agreement on the subject matter hereof, kindly sign and return to the Company the enclosed copy of this letter which will then constitute our agreement on this subject.

Sincerely,

ATMOS ENERGY CORPORATION

By   /s/ Robert W. Best
  ----------------------
  Robert W. Best
  Chairman of the Board, President and
  Chief Executive Officer

Agreed to this 14th
day of May, 1997.

/s/ Larry J. Dagley
-----------------------
Larry J. Dagley

Exhibit 10.25(b)

Date Revised:
August 13, 1997

ATMOS ENERGY CORPORATION

FINANCIAL PLANNING PROGRAM

I. ELIGIBILITY

This financial planning program is available to all Corporate Officers and operating company Presidents.

II. PROVISIONS

A. The firm of Ernst and Young has been selected to provide all financial planning activities, and income tax preparation services.

B. The company will pay all fees associated with the financial planning activities described below.

C. The company will pay all fees associated with the preparation of the individual's federal and state income tax return up to a maximum of $2,000 per individual per year.

D. Fees for services rendered to a specific individual are includable as income. However, most all fees would be deductible subject to IRS limitations for itemized deductions.

E. Billing for services rendered will be sent to the Vice President, Human Resources for recordkeeping and payment.

F. The company will not pay for financial planning or income tax

Exhibit 10.26(a)

AMENDMENT NO. 1 TO
THE ATMOS ENERGY CORPORATION
SUPPLEMENTAL EXECUTIVE BENEFITS PLAN

THIS AMENDMENT NO. 1 TO THE ATMOS ENERGY CORPORATION SUPPLEMENTAL EXECUTIVE

BENEFITS PLAN (the "Amendment") is effective this 13th day of August, 1997.

WHEREAS, ATMOS ENERGY CORPORATION (the "Company") has heretofore adopted The Atmos Energy Corporation Supplemental Executive Benefits Plan (the "Plan") which was last amended and restated in its entirety on May 14, 1997; and

WHEREAS, pursuant to Section 9.1 of the Plan which permits the Company to amend the Plan from time to time, the Company desires to amend the Plan in certain respects as hereinafter provided.

NOW, THEREFORE, the Company does hereby amend the Plan in the following respects:

Section 2.1(e)(iii) of the Plan which defines one component of the term "Compensation" for purposes of the Plan is hereby amended to read in its entirety as follows:

"(iii) The Participant's annual car allowance at the date of his termination of employment, or in the event the Participant is provided a Company car in lieu of an annual car allowance, that amount equivalent to the annual car allowance provided by the Company to a person who is a Vice President of the Company at the time of the Participant's termination of employment."

IN WITNESS WHEREOF, the Company has caused this AMENDMENT NO. 1 TO THE ATMOS ENERGY CORPORATION SUPPLEMENTAL EXECUTIVE BENEFITS PLAN to be executed in its name and on its behalf this 13th day of August, 1997.

ATMOS ENERGY CORPORATION

By:  /s/ Robert W. Best
   -----------------------
     Robert W. Best,

Chairman, President and CEO

By:  /s/ Robert W. Best
    -------------------------
   Robert W. Best,
   Chairman, President and CEO

                                      Percentage of Original
Completed Years of Service                 Grant Delivered
  After Date of Grant                       to Participant

          3                                       25%
          4                                       25%
          5                                       25%
          6                                       25%

By:  /s/ Robert W. Best
    -----------------------------
     Robert W. Best
     Chairman, President and
     Chief Executive Officer

By:  /s/ Robert W. Best
   -----------------------
    Robert W. Best
    Chairman, President and
    Chief Executive Officer

                               TABLE OF CONTENTS

Article                                                 Page

 ARTICLE I     Purpose and Effective Date                  1
               Section 1.1. Purpose                        1
               Section 1.2. Effective Date                 1

ARTICLE II     Definitions and Construction                1
               Section 2.1. Definitions                    1
               Section 2.2. Construction                   2
               Section 2.3. Governing Law                  2

ARTICLE III    Eligibility and Participation               2
               Section 3.1. Employees Eligible
                      to Participate                       2

ARTICLE IV     Assets Used for Benefits                    2
               Section 4.1. Amounts Provided
                      by the Employer                      2

ARTICLE V      Death Benefits                              3
               Section 5.1. Eligibility For
                     Death Benefits                        3
               Section 5.2. Amount of Death Benefit        3
               Section 5.3. Form of Payment and
                     Beneficiary of Death Benefit          4
               Section 5.4. Payment of Death Benefits      4


ARTICLE VI     Administration                              4
               Section 6.1. Plan Administrator             4
               Section 6.2. Powers of Plan
                     Administrator                         4

ARTICLE VII    Miscellaneous Provisions                    5
               Section 7.1. Amendment or Termination
                     of the Plan                           5
               Section 7.2. Nonguarantee of Employment     5
               Section 7.3. Nonalienation of Benefits      6
               Section 7.4. Liability.                     6
               Section 7.5. Successors to the Employer     6

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

By: /s/ Robert W. Best
  ---------------------
  Robert W. Best
  Chairman, President and CEO

Atmos Energy Services, Inc.                 Delaware            100%

EGASCO, Inc.                                  Texas             100%

ENERMART, INC                               Delaware            100%

ENERMART TRUST (a Pennsylvania            Pennsylvania          100%
Business Trust and a wholly-owned
subsidiary of Enermart, Inc.)

Trans Louisiana Industrial Gas              Louisiana           100%
 Company, Inc

UCG Energy Corporation                      Delaware            100%

UCG Leasing, Inc. (wholly-owned              Georgia            100%
subsidiary of UCG Energy Corporation)

United Cities Gas Storage Company           Delaware            100%

United Cities Propane Gas of                Tennessee           100%
Tennessee, Inc. (wholly-owned
subsidiary of UCG Energy Corporation)

Western Kentucky Gas Resources              Delaware            100%


 Company d/b/a NRG, Inc.