exhibit10-1_g.htm

Exhibit 10.1.g

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    RESTRICTED
      STOCK UNIT AWARD NO. _____

    


    AGL
      RESOURCES INC.

    2007
      OMNIBUS PERFORMANCE INCENTIVE PLAN

    


    RESTRICTED
      STOCK UNIT AGREEMENT

    


    This
      Agreement between AGL Resources Inc. (the “Company”) and the Recipient sets
      forth the terms of the Restricted Stock Units awarded under the above-named
      Plan. Capitalized terms used herein and not otherwise defined shall have the
      meanings assigned to such terms in the Plan.

    


    Name
      of Recipient: ________________________

    


    Date
      of
      Award: ___________________________                                                                           Number
      of Restricted Stock Units:  ___________

    


    Performance
      Measurement Period: [insert] through [insert]

    


    Performance
      Measure: The performance measure for this Award relates to [insert],
      one of the performance measures enumerated in Section 5.2 of the
      Plan.

    


    Conversion
      to Restricted Shares: At the end of the Performance Measurement Period,
      the Restricted Stock Units shall convert to an equal number of shares of
      Restricted Stock, provided, that, the Company's [insert performance
      measure] [meets or exceeds] [insert]], as certified by the Compensation and
      Management Development Committee of the Board of Directors of the Company (the
      “Committee”).  Restricted Shares may not be sold, transferred,
      exchanged, assigned, pledged, hypothecated or otherwise
      encumbered.  These restrictions shall apply to all shares of Common
      Stock or other securities issued with respect to Restricted Shares hereunder
      in
      connection with any merger, reorganization, consolidation, recapitalization,
      stock dividend or other change in corporate structure affecting the Common
      Stock
      of the Company.  The last sentence of Section 10.3 of the Plan shall
      not apply to the award evidenced by this Agreement.

    


    Vesting:
      Such shares of Restricted Stock shall be issued to you within a
      reasonable period of time, pursuant to the terms of the Plan and, upon issuance,
      shall become vested and non-forfeitable as follows: [insert]

    


    Forfeiture;
      Termination of employment:   If the Committee does not
      certify the attainment of the performance criteria set forth above for any
      reason, then the Restricted Stock Units under this Agreement shall be forfeited
      immediately.

    


    In
      addition, if you terminate employment for any reason, then all Restricted Stock
      Units or shares of Restricted Stock that remain subject to restriction will
      be
      forfeited as of the date of your termination of employment.

    


    Change
      in Control: Notwithstanding the vesting provision above, in the event
      of a Change in Control of the Company, Restricted Stock Units shall convert
      to
      vested and non-forfeitable shares of Common Stock if (a) they are not assumed
      or
      substituted by the Surviving Entity, or (b) they are assumed or substituted
      by
      the Surviving Entity, but within two years following the Change in Control
      your
      employment is terminated without Cause or you resign for Good
      Reason.  Such conversion and vesting will be prorated on a daily basis
      based upon the length of time within the performance measurement period that
      has
      elapsed prior to the date of the Change in Control or termination of employment
      (as applicable).  In addition, any shares of Restricted Stock
      resulting from a conversion from Restricted Stock Units, that occurred prior
      to
      the date of a Change in Control or a termination of employment described above,
      shall become fully vested and nonforfeitable, upon the occurrence of the Change
      in Control or termination of employment (as applicable).

    


    Shareholder
      rights: You will have none of the rights of a shareholder with respect
      to the Restricted Stock Units.  Upon conversion of the Restricted
      Stock Units into shares of Restricted Stock, you will have all of the rights
      of
      a shareholder, other than dividend rights.

    


    Transferability:
      You may not transfer restricted shares still subject to
      restriction.

    


    This
      Agreement is subject to the terms and conditions of the Plan.  You
      have received a copy of the Plan’s prospectus that includes a copy of the
      Plan.  By signing this agreement, you agree to the terms of the Plan
      and this Agreement, which may be amended only upon a written agreement signed
      by
      the Company and you.

    


    This
      ____
      day of  __________, 20___

    


    AGL
      RESOURCES
      INC.                                                                                                RECIPIENT:

     

     

    Melanie
      M. Platt, Senior Vice
      President                                                                                                _____________________________________________