[THIS DOCUMENT HAS BEEN EXECUTED IN DUPLICATE.]

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To: Andrew W. Evans

From: D. Raymond Riddle

 

Date: February 24, 2006

Pursuant to Section 7.6 of the Continuity Agreement among you, AGL Resources Inc. and AGL Services Company, dated September 30, 2005 (the “Agreement”) and in consideration of ten dollars ($10.00) to be paid to you and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sections 1.16(b) and 2.1 of the Agreement are hereby amended in their entirety to read as follows:

1.16(b) any adverse change in the Executive's rate of annual base salary or annual incentive compensation opportunity (i.e., annual cash bonus opportunity under the Annual Incentive Plan or a successor plan) from the rate of annual base salary and annual incentive compensation opportunity in effect as of the earliest of the date of the Announcement, the date of a Change in Control or the date of the Consummation of a Change in Control Transaction;

 

Furthermore, this Amendment and Notice is being furnished to inform you that the Agreement will not be extended beyond the last date of its now current Term, November 30, 2007.

IN WITNESS WHEREOF, the Company and Executive have executed this Amendment and Notice to be effective as of the date and year first written above.

AGL RESOURCES, INC.

By:  /s/ D. Raymond Riddle   

Title: Interim Chairman and Chief Executive Officer

/s/ Andrew W. Evans    

SIGNATURE