FOURTH AMENDMENT TO THE AGL RESOURCES INC. 1998 COMMON STOCK EQUIVALENT PLAN FOR NON-EMPLOYEE DIRECTORS

 

This Fourth Amendment to the AGL Resources Inc. 1998 Common Stock Equivalent Plan for Non-Employee Directors (the “Plan”), is made and entered into this 2nd day of May, 2007, by AGL Resources Inc. (the “Company”).

 

W I T N E S S E T H:

WHEREAS, the Company adopted the Plan for the purposes set forth therein; and

 

WHEREAS, pursuant to Section 8 of the Plan, the Board of Directors of the Company has the right to amend the Plan with respect to certain matters; and

 

WHEREAS, the Board of Directors has approved and authorized this Amendment to the Plan;

 

NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby amended, effective as of the date hereof, in the following particulars:

 

1.

The Plan is hereby amended, effective as of May 2, 2007, by adding the following new Section 16:

16.           Changes in Capital Structure.  In the event of a nonreciprocal transaction between the Company and its shareholders that causes the per share value of the shares of Common Stock to change (including, without limitation, any stock dividend, stock split, spin-off, rights offering, or large nonrecurring cash dividend), the Board of Directors shall make such adjustments to the Plan and Participant’s Accounts (and Common Stock Equivalents) as it deems necessary, in its sole discretion, to prevent dilution or enlargement of rights immediately resulting from such transaction.  Without limiting the foregoing, in the event of a subdivision of the outstanding Common Stock (stock-split), a declaration of a dividend payable in shares of Common Stock, or a combination or consolidation of the outstanding Common Stock into a lesser number of shares of Common Stock, the Participants’ Accounts (and Common Stock Equivalents) shall automatically, without the necessity for any additional action by the Board, be adjusted proportionately.

2.

Except as specifically set forth herein, the terms of the Plan shall remain in full force and effect.

IN WITNESS WHEREOF, the Company has caused this Fourth Amendment to the Plan to be executed by its duly authorized officer as of the date first above written.

AGL RESOURCES INC.

By:           /s/ Melanie M. Platt                                          

                 Melanie M. Platt, Senior Vice President