exhibit10-1_n.htm

Exhibit 10.1.n

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TENTH
      AMENDMENT TO THE

    AGL
      RESOURCES INC.

    LONG-TERM
      STOCK INCENTIVE PLAN OF 1990

     

    This
      Tenth Amendment to the AGL Resources Inc. Long-Term Stock Incentive Plan of
      1990
      (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 10 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.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
      5(h)(i) of the Plan is hereby amended, effective as of May 2, 2007, by deleting
      that section in its entirety and substituting in lieu thereof the
      following:

    


    “The
      Option Price shall be payable upon the exercise of the Option in an amount
      equal
      to the number of shares then being purchased times the per share Option
      Price.  The Optionee [or his or her successors as provided in Section
      5(j)(iii)] may use any of the following methods of payment: (A) cash; (B) the
      delivery of a certificate or certificates for shares of the Common Stock duly
      endorsed for transfer to the Company with medallion level signature
      guaranteed by a member firm of a national stock exchange or by a national or
      state bank (or guaranteed or notarized in such other manner as the Committee
      may
      require); (C) broker-assisted cashless exercise; (D) net exercise, whereby
      the
      Company shall retain from the Option that number of underlying shares having
      a
      fair market value on the date of exercise equal to some or all of the Option
      Price; or  (E) any combination of the above methods or any other
      method of exercise permitted by the Committee.  In the event of any
      payment by delivery of shares of the Common Stock, such shares shall be valued
      on the basis of the fair market value of the Common Stock on the date of
      exercise.  Fair market value shall be determined in the manner
      provided in Section 5(c)(ii) (dealing with determining Option
      Price).  If the Optionee makes payment by delivery of shares of the
      Common Stock, the value of such Common Stock shall be less than or equal to
      the
      total Option Price payment.  If the Optionee delivers Common Stock
      with a value that is less than the total Option Price, then such Optionee shall
      pay the balance of the total Option Price in cash.”

    


    2.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
      8(a) of the Plan is hereby amended, effective as of May 2, 2007, by deleting
      that section in its entirety and substituting in lieu thereof the
      following:

    


    “(a)(1)                      Mandatory
      Adjustments.  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 authorization limits under Section 3 shall be adjusted proportionately,
      and
      the Committee shall make such adjustments to the Plan and Stock Rights as it
      deems necessary, in its sole discretion, to prevent dilution or enlargement
      of
      rights immediately resulting from such transaction.  Action by the
      Committee may include: (i) adjustment of the number and kind of shares that
      may
      be delivered under the Plan; (ii) adjustment of the number and kind of shares
      subject to outstanding Stock Rights; (iii) adjustment of the Option Price of
      outstanding Stock Rights or the measure to be used to determine the amount
      of
      the benefit payable on a Stock Right; and (iv) any other adjustments that the
      Committee determines to be equitable.  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 authorization limits under Section 3 shall automatically
      be
      adjusted proportionately, and the shares of Common Stock then subject to each
      Stock Right shall automatically, without the necessity for any additional action
      by the Committee, be adjusted proportionately without any change in the
      aggregate purchase price therefor.

    


    (2)           Discretionary
      Adjustments.  Upon the occurrence or in anticipation of any
      corporate event or transaction involving the Company (including, without
      limitation, any merger, reorganization, recapitalization, combination or
      exchange of shares, or any transaction described in Section 8(a)(1)), the
      Committee may, in its sole discretion, provide (i) that Stock Rights will be
      settled in cash rather than Common Stock, (ii) that Stock Rights will become
      immediately vested and exercisable and will expire after a designated period
      of
      time to the extent not then exercised, (iii) that Stock Rights will be assumed
      by another party to a transaction or otherwise be equitably converted or
      substituted in connection with such transaction, (iv) that outstanding Stock
      Rights may be settled by payment in cash or cash equivalents equal to the excess
      of the fair market value of the underlying Common Stock, as of a specified
      date
      associated with the transaction, over the Option Price of the Stock Right,
      (v)
      that performance targets and performance periods will be modified, consistent
      with Section 162(m) of the Code where applicable, or (vi) any combination of
      the
      foregoing.  The Committee’s determination need not be uniform and may
      be different for different Key Employees whether or not such Key Employees
      are
      similarly situated.

    


    (3)           General.  Any
      discretionary adjustments made pursuant to this Section 8(a) shall be subject
      to
      the provisions of Section 10. To the extent that any adjustments made pursuant
      to this Section 8(a) cause ISOs to cease to qualify as ISOs, such Options shall
      be deemed to be Non-ISOs.”

    


    3.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    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 Tenth 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