exhibit10-1_l.htm

Exhibit 10.1.l

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SECOND
      AMENDMENT TO THE

    AGL
      RESOURCES INC.

    LONG-TERM
      INCENTIVE PLAN (1999)

     

    This
      Second Amendment to the AGL Resources Inc. Long-Term Incentive Plan (1999)
      (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 9.7 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
      6.7 is hereby amended, effective as of May 2, 2007, by deleting that section
      in
      its entirety and substituting in lieu thereof the following:

    


    
      	
               

            	
              “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’s 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
      9.1 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:

    


    “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,
                6.2, 7.2 and 8.2 shall be adjusted proportionately, and the Committee
                shall make such adjustments to the LTIP 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 LTIP; (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,
                6.2,
                7.2 and 8.2 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 9.1(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 section 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 9.1 shall
                be
                subject to the provisions of Section 9.7. To the extent that any
                adjustments made pursuant to this Section 9.1 cause ISOs to cease
                to
                qualify as ISOs, such Stock Options shall be deemed to be
                NQSOs.”

            


    

    


    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 Second 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