exhibit10-1_m.htm

Exhibit 10.1.m

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    FOURTH
      AMENDMENT TO THE

    AGL
      RESOURCES INC.

    1998
      COMMON STOCK EQUIVALENT PLAN

    FOR
      NON-EMPLOYEE DIRECTORS

     

    This
      Fourth Amendment to the AGL Resources Inc. 1998 Common Stock Equivalent Plan
      for
      Non-Employee Directors (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 8 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 adding the following new
      Section 16:

    


    16.           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 Board of Directors shall make such adjustments to the Plan
      and Participant’s Accounts (and Common Stock Equivalents) as it deems
      necessary, in its sole discretion, to prevent dilution or enlargement of rights
      immediately resulting from such transaction.  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 Participants’ Accounts (and Common Stock
      Equivalents) shall automatically, without the necessity for any additional
      action by the Board, 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 Fourth 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