exhibit10-1_h.htm

Exhibit 10.1.h

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    AGL
      RESOURCES INC. 2007 OMNIBUS PERFORMANCE INCENTIVE PLAN

    STOCK
      APPRECIATION RIGHTS AGREEMENT

    


    This
      Agreement between AGL Resources Inc. (the “Company”) and the Recipient sets
      forth the terms of a stock appreciation rights (SARs) award 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: _________________________________                                                                           SARs
      No.

    


    Date
      of
      Grant: _________________________________                                                                           Number
      of SARs:

    


    Base
      Price:  $___________ per share (no less than the Fair Market
      Value on date of grant)

    


    Benefit:  Upon
      the exercise of the SAR, the Recipient will receive an amount, payable in shares
      of our common stock, equal to the difference between the Fair Market Value
      of
      one share of our common stock on the date of exercise less the Base Price of
      the
      SAR, multiplied by the number of shares covered by the SAR.

    


    Exercisability: The
      SARs shall first become exercisable as follows:

     

       Immediately
      vested and exercisable upon date of
      grant.

    


    ________
      percent of SARs vested and
      exercisable on each anniversary of the date of grant; and

    


    Other:  _______________________________________________________________________________________

    


    Termination
      of Employment: If you terminate employment by reason of your death,
      Disability or Retirement, then upon such termination the SARs 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 the SARs 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 the SARs that
      was
      not vested and exercisable immediately before your termination of employment
      shall be forfeited as of the date of such termination.

    


    Change
      in Control: Notwithstanding the above, in the event of a Change in
      Control of the Company, the SARs shall become fully vested and exercisable
      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.

    


    Term
      of Exercisability:  Once all or a part of the SARs becomes
      exercisable, they 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 SARs 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                                                                                                           _________________________________________________