exhibit10-1_b.htm

Exhibit 10.1.b

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    AGL
      RESOURCES INC. 2007 OMNIBUS PERFORMANCE INCENTIVE PLAN

    INCENTIVE
      STOCK OPTION AGREEMENT

    


    This
      Agreement between AGL Resources Inc. (the “Company”) and the Recipient sets
      forth the terms of an incentive stock option granted 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:  _________________________________                                                                  IncentiveStock
      Option No.   ______________________

    


    Date
      of
      Grant:  _________________________________                                                                           Number
      of Option Shares:  __________________________

    


    Exercise
      Price:  $_______________per share (no less than the Fair
      Market Value on date of grant)

    


    Exercisability:                                This
      option shall first become exercisable as follows:

       Immediately
      vested and exercisable upon date of
      grant.

    


    ________
      percent of option shares
      vested and exercisable on the first anniversary of the date of grant;
      and

       
    ________
      percent of option shares vested and exercisable on each successive anniversary
      of the date of grant.

    


    Other:  _______________________________________________________________________________________

    


    Termination
      of Employment: If you terminate employment by reason of your death,
      Disability or Retirement, then upon such termination this option shall vest
      and
      become exercisable with respect to that number of shares originally scheduled
      to
      vest and become exercisable within twelve (12) months following such
      termination.  Any remaining portion of this option that was not vested
      and exercisable upon such termination of employment shall be forfeited as of
      the
      date of such termination.

    


    If
      you
      terminate employment for any other reason, then any portion of this option
      that
      was not vested and exercisable immediately before your termination of employment
      shall 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, this option shall become fully vested and exercisable
      pursuant to Section 10.2 of the Plan, if (a) it is not assumed or substituted
      by
      the Surviving Entity, or (b) it is 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.

    


    Term
      of Exercisability:  Once all or a part of the option becomes
      exercisable (i.e. vested), it shall remain exercisable until the earliest
      of:

     

    
      	
               

            	
              The
                one-year anniversary of your termination of employment due to death,
                Disability or Retirement

            


    

    


    
      	
               

            	
              The
                date of your termination of employment for any reason other than
                death,
                Disability or Retirement, or termination by the Company without
                Cause

            


    

    


    
      	
               

            	
              the
                date that is sixty (60) days following the date of your termination
                of
                employment by the Company without Cause or, if within two years of
                a
                Change in Control, your resignation for Good
                Reason

            


    

    


    
      	
               

            	
              The
                date that is [ten (10)] years from the date of
                grant

            


    

    


    
      	
               

            	
              Other:  _______________________________________________________________________________________

            


    

    


    
      	
              Transferability:

            	
              You
                may transfer the option pursuant only by will or by the laws of descent
                and distribution.

            


    

    


    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                                                                                                           __________________________________________________