exhibit10-1_k.htm

Exhibit 10.1.k

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SECOND
      AMENDMENT TO THE

    AGL
      RESOURCES INC.

    1996
      NON-EMPLOYEE DIRECTORS EQUITY COMPENSATION PLAN

     

    This
      Second Amendment to the AGL Resources Inc. 1996 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 11 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
      9(d) 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:

    


    
      	
              “(d)

            	
              Medium
                and Time of Payment.  An Optionee must pay the full
                exercise price of an Option at the time of exercise by one of the
                following forms of payment: (i) by cash or check, (ii) by tendering
                unrestricted shares of Common Stock that have a Fair Market Value
                as of
                the exercise date equal to the exercise price, (iii) in a broker-assisted
                cashless exercise, (iv) by a 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
                exercise
                price, or (v) in any combination of the above forms or any other
                form of
                payment permitted by the Company.  A tender of shares of Common
                Stock to pay the exercise price of an Option may be done either by
                attestation or by the delivery of a certificate or certificates for
                shares
                duly endorsed for transfer to the Company, and, if required, with
                medallion level signature guaranteed by a member firm of a national
                stock
                exchange, by a national or state bank, or by the Company’s credit union
                (or guaranteed or notarized in such other manner as the Company’s transfer
                agent may require).”

            


    

    


    2.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
      10 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:

    


    10.           Changes
      in Capital Structure

    


    (a)           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 5 shall be adjusted proportionately,
      and
      the Board shall make such adjustments to the Plan and awards 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
      outstanding Options; (iii) adjustment of the exercise price of outstanding
      Options or the measure to be used to determine the amount of the benefit payable
      pursuant to an award; and (iv) 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, and the shares of Common Stock then subject to each Option
      shall automatically, without the necessity for any additional action by the
      Board, be adjusted proportionately without any change in the aggregate purchase
      price therefor.

    


    (b)           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 10(a)), the Board
      may, in its sole discretion, provide (i) that Options will be settled in cash
      rather than Common Stock, (ii) that Options will expire after a designated
      period of time to the extent not then exercised, (iii) that Options will be
      assumed by another party to a transaction or otherwise be equitably converted
      or
      substituted in connection with such transaction, (iv) that outstanding Options
      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 exercise price of the Option, or
      (v)
      any combination of the foregoing.  The Board’s determination need not
      be uniform and may be different for different Non-Employee Directors whether
      or
      not such Non-Employee Directors are  similarly situated.

    


    (c)           General.  Any
      discretionary adjustments made pursuant to this Section 10 shall be subject
      to
      the provisions of Section 11.

    


    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 Second 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