exhibit10-1_i.htm

Exhibit 10.1.i

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    FIRST
      AMENDMENT TO THE

    AGL
      RESOURCES INC.

    2006
      NON-EMPLOYEE DIRECTORS EQUITY COMPENSATION PLAN

     

    This
      First Amendment to the AGL Resources Inc. 2006 Non-Employee Directors Equity
      Compensation Plan (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.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    The
      Plan is hereby amended, effective
      as of May 2, 2007, by deleting Section 9 in its entirety and replacing it with
      the following:

    


    9.           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 authorization limits under Section 5 shall
      be
      adjusted proportionately, and the Board shall make such adjustments to the
      Plan
      as it deems necessary, in its sole discretion, to prevent dilution or
      enlargement of rights immediately resulting from such
      transaction.  Action by the Board 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  awards; and (iii) any
      other adjustments that the Board 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
      5 shall automatically 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 First 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