exhibit10-1_f.htm

Exhibit 10.1.f

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    RESTRICTED
      STOCK AWARD NO.   ________________

    


    


    AGL
      RESOURCES INC.

    2007
      OMNIBUS PERFORMANCE INCENTIVE PLAN

    RESTRICTED
      STOCK AGREEMENT

    


    This
      Agreement between AGL Resources
      Inc. (the “Company”) and the Recipient sets forth the terms of Restricted Stock
      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 Shares:  _______________________

    


    Restricted
      Shares: “Restricted
      Shares” means those shares
      of Common Stock that are subject to the restrictions imposed hereunder which
      restrictions have not then expired or terminated.  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.

    


    Vesting:  The
      Restricted Shares shall first become vested and non-forfeitable as
      follows:                                                                                                                                                                

    


    ________
      percent of Restricted Shares
      vested on the first anniversary of the date of award; and

       
    ________
      percent of Restricted Shares vested on each successive anniversary of the date
      of award.

    


    Other:  _______________________________________________________________________________________

    


    Forfeiture;
      Termination of employment:  If you terminate employment for
      any reason prior to the time that the Restricted Shares become vested and
      non-forfeitable, then all Restricted Shares will be forfeited as of the date
      of
      your termination of employment.

    


    Change
      in Control: Notwithstanding the above, in the event of a Change in
      Control of the Company, all Restricted Shares shall become fully vested and
      non-forfeitable pursuant to Section 10.2 of the Plan, 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.

    


    Shareholder
      rights: You shall have all of the rights of a shareholder with respect
      to the Restricted Shares, 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 __________, 2_______.

    


    AGL
      RESOURCES
      INC.                                                                                                RECIPIENT:

    By:

    


    Melanie
      M.
      Platt,                                                                                     __________________________________________________

    Senior
      Vice President