exhibit10-1_j.htm

Exhibit 10.1.j

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    FIRST
      AMENDMENT TO THE

    AGL
      RESOURCES INC.

    OFFICER
      INCENTIVE PLAN

     

    This
      First Amendment to the AGL Resources Inc. Officer Incentive 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 7.7 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
      5.7 of the Plan is hereby amended, effective as of May 2, 2007, by deleting
      such
      section in its entirety and replacing it with the following:

    


    “5.7           Payment
      of Exercise Price.  The Optionee must pay the full Exercise Price
      for shares of Common Stock purchased upon the exercise of any Stock Option
      at
      the time of such exercise by one of the following forms of payment:

    


    (a)           cash;

    


    (b)           by
      tendering unrestricted shares of Common Stock which have a Fair Market Value
      equal to the Exercise Price.  The Optionee may tender shares of Common
      Stock 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 guarantee by a member firm of a national stock
      exchange, by a national or state bank, or by the Company credit union (or
      guaranteed or notarized in such other manner as the Committee may
      require);

    


    (c)           broker-assisted
      cashless exercise;

    


    (d)           net
      exercise, whereby the Company shall retain from the Stock 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

    


    (e)           any
      combination of the above forms or any other form of payment permitted by the
      Committee.”

    


    2.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
      7.1 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:

    


    “7.1           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 Sections 4.2, 5.2 and 6.2 shall be adjusted
      proportionately, and the Committee shall make such adjustments to the OIP 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 Committee may include: (i) adjustment of
      the number and kind of shares that may be delivered under the OIP; (ii)
      adjustment of the number and kind of shares subject to outstanding Awards;
      (iii)
      adjustment of the Exercise Price of outstanding Awards or the measure to be
      used
      to determine the amount of the benefit payable on an Award; and (iv) any other
      adjustments that the Committee 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 Sections
      4.2, 5.2 and 6.2 shall automatically be adjusted proportionately, and the shares
      of Common Stock then subject to each Award shall automatically, without the
      necessity for any additional action by the Committee, 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 7.1(a)), the
      Committee may, in its sole discretion, provide (i) that Awards will be settled
      in cash rather than Common Stock, (ii) that Awards will become immediately
      vested and exercisable and will expire after a designated period of time to
      the
      extent not then exercised, (iii) that Awards will be assumed by another party
      to
      a transaction or otherwise be equitably converted or substituted in connection
      with such transaction, (iv) that outstanding Awards 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 Award, (v) that performance targets and
      performance periods will be modified, consistent with Code §162(m) where
      applicable, or (vi) any combination of the foregoing.  The Committee’s
      determination need not be uniform and may be different for different
      Participants whether or not such Participants are similarly
      situated.

    


    (c)           General.  Any
      discretionary adjustments made pursuant to this Section 7.1 shall be subject
      to
      the provisions of Section 7.7.”

    


    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 First 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