exhibit10-1_e.htm

Exhibit 10.1.e

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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 the 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.

    


    Performance
      Measurement Period: [insert] through [insert]

    


    Performance
      Measure: The performance measure for this Award relates to [insert],
      one of the performance measures enumerated in Section 5.2 of the
      Plan.

    


    At
      the
      end of the Performance Measurement Period, the Restricted Shares will be
      eligible for vesting, provided, that, the Company’s [insert performance
      measure meets or exceeds [insert]], as certified by the Compensation and
      Management Development Committee of the Board of Directors of the Company (the
      “Committee”).  The last sentence of Section 10.3 of the Plan shall not
      apply to the award evidenced by this Agreement.

    


    Vesting:  At
      the end of the performance measurement period and upon certification of the
      level of performance by the Committee (the “Certification Date”), the Restricted
      Shares shall become vested and non-forfeitable as follows:

     

    
      	
              •  

            	
              [insert]
                of the shares of Restricted Stock shall vest as of
                [insert].

            


    

    


    


    Forfeiture;
      Termination of employment:   If the Committee does not
      certify the attainment of the performance measure set forth above for any
      reason, then the Restricted Shares shall be forfeited immediately.

    


    In
      addition, 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, Restricted Shares shall become 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.  Such vesting will be prorated on a daily basis based upon the
      length of time within the performance measurement period that has elapsed prior
      to the Change in Control or termination of employment (as applicable) and will
      be based upon an assumed achievement of all relevant performance
      goals.

    


    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:

     

     

    Melanie
      M. Platt, Senior Vice
      President                                                                                                _______________________________________________