exhibit_10-1d.htm


    
      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      10.1.d

    CONTINUITY
      AGREEMENT

    


    


     

    This
      Continuity Agreement ("Agreement") is entered into as of December 1, 2007,
      by
      and between AGL RESOURCES INC. (the "Company"), on behalf of itself and Sequent
      Energy Management L.P. (its wholly owned subsidiary and the Executive's
      employer), and Douglas N. Schantz (the "Executive").

     

    WHEREAS,
      Executive is presently employed by the Company or one of its subsidiaries in
      a
      key management capacity; and

     

    WHEREAS,
      the Company's Board of Directors desires to assure, and has determined that
      it
      is appropriate and in the best interests of the Company and its shareholders
      to
      reinforce and assure, the continued attention and dedication of certain key
      executives of the Company and its subsidiaries to their duties of employment
      without personal distraction or conflict of interest as a result of the
      possibility or occurrence of a change in control of the Company;
      and

     

    WHEREAS,
      the Company's Board of Directors has authorized the Company to enter into
      continuity agreements with those key executives of the Company and its
      subsidiaries designated by the Compensation Committee of the Company's Board
      of
      Directors (the "Committee"); and

     

    WHEREAS,
      the Executive is a key executive of the Company or one of its subsidiaries
      and
      has been designated by the Committee as an executive to be offered such a
      continuity agreement with the Company.

     

    NOW
      THEREFORE, in consideration of the foregoing, and of the mutual covenants and
      agreements of the parties set forth in this Agreement, and of other good and
      valuable consideration including, but not limited to, Executive's continuing
      employment with the Company or one of its subsidiaries, the receipt and
      sufficiency of which are hereby acknowledged, the parties hereto, intending
      to
      be legally bound, agree as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SECTION
      1

     

    DEFINITIONS

     

    1.1.           "Accrued
      Benefits" shall mean the Executive's earned but unpaid base salary, Earned
      and Unused Vacation Pay, unreimbursed business expenses and all other amounts
      earned by (but not paid to) or owed to Executive through and including the
      date
      of the Qualifying Termination.

     

    1.2.           "Announcement"
      shall mean a press release issued by the Company announcing the intention to
      engage in a transaction or event that is expected to result in a Change in
      Control of the Company as defined hereunder.

     

    1.3.           "Annual
      Bonus Amount" shall mean the product of (a) times (b), where (a) is a
      percentage equal to the greatest percentage of the Executive's annual rate
      of
      base salary upon which an annual incentive payment was paid to the Executive
      under the Company's annual incentive program during the three calendar years
      prior to the calendar year of the Qualifying Termination (by way of example,
      if
      the highest annual incentive payment, expressed as a percentage of Executive's
      base salary, paid to Executive during said three year period was 100% of
      Executive's base salary, then (a) would equal 100%), and (b) is the greater
      of
      the Executive's annual rate of base salary in effect upon the date of the
      Qualifying Termination, or the Executive's annual rate of base salary in effect
      as of the earliest of the date of the Announcement, the date of a Change in
      Control or the date of the Consummation of a Change in Control
      Transaction.

     

    1.4.           "Board"
      shall mean the Board of Directors of the Company.

     

    1.5.           "Cause"
      shall mean:

     

    (a)           willful
      fraud, dishonesty or malfeasance by the Executive in connection with the
      Executive's employment with the Company or one of its subsidiaries which results
      in material harm to the Company or one of its subsidiaries;

     

    (b)           the
      Executive's continued failure to substantially perform the duties and
      responsibilities of the Executive's position after written notice from the
      Company setting forth the particulars of such failure and a reasonable
      opportunity of not less than thirty (30) business days to cure such failure;
      or

     

    (c)           the
      Executive's plea of guilty or nolo contendere to, or conviction of, a
      felony.

     

    Cause
      shall be determined by two-thirds of the members of the Board (excluding for
      this purpose the Executive if a member of the Board) at a meeting at which
      the
      Executive may appear and present his or her position.  No act or
      failure to act on the part of the Executive shall be considered "willful" unless
      it is done by the Executive in bad faith or without reasonable belief that
      the
      Executive's action or omission was in the best interests of the Company or
      one
      of its subsidiaries.  Any act or failure to act that is based upon
      authority given pursuant to a resolution duly adopted by the Board, or the
      advice of counsel for the Company or one of its subsidiaries, shall be
      conclusively presumed to be done, or omitted to be done, by the Executive in
      good faith and in the best interests of the Company.

    


    1.6.           "Change
      in Control" shall mean the earliest of the following to occur:

     

    (a)           The
      date any one person, or more that one person acting as a group (as determined
      under Treasury Regulation 1.409A-3(i)(5)(v)(B), a "Group"), acquires ownership
      of stock of the Company that, together with stock held by such person or Group,
      constitutes more than fifty percent (50%) of the total fair market value or
      total voting power of the stock of the Company.  If any one person or
      Group is considered to own more than 50% of the total fair market value or
      total
      voting power of the Company, the acquisition of additional control of the
      Company by the same person or Group is not considered to cause a Change in
      Control of the Company;

     

    (b)           The
      date any one person or Group acquires (or has acquired during the 12-month
      period ending on the date of the most recent acquisition by such person or
      persons) ownership of stock of the Company possessing thirty-five percent (35%)
      or more of the total voting power of the stock of the Company;

     

    (c)           The
      date a majority of the members of the Board is replaced during any twelve (12)
      month period by directors whose appointment or election is not endorsed by
      a
      majority of the members of the Board before the date of their appointment or
      election; or

     

    (d)           The
      date that any one person or Group, acquires (or has acquired during the twelve
      (12) month period ending on the date of the most recent acquisition by such
      person or persons) assets from the Company that have a total gross fair market
      value equal to or more than fifty percent (50%) of the total gross fair market
      value of all assets of the Company immediately before such acquisition or
      acquisitions.  For this purpose, gross fair market value means the
      value of the assets of the Company, or the assets being disposed of, determined
      without regard to any liabilities associated with such assets.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    It
      is
      intended that there will be a Change in Control under this Agreement only to
      the
      extent such event or transaction would constitute a "change in control event"
      as
      such term is defined in Treasury Regulation Section 1.409A-3(i)(5) and thus
      the
      provisions of the definition of Change in Control shall be applied and
      interpreted consistent with the provisions of such Treasury Regulation, as
      amended from time to time; recognizing however, that the definition of Change
      in
      Control in this Agreement may be more restrictive in certain respects than
      the
      definition contained in Treasury Regulation Section 1.409A-3(i)(5).

    


    1.7.           "Code"
      shall mean the Internal Revenue Code of 1986, as amended.

     

    1.8.           "Company"
      shall mean AGL Resources Inc., or a successor thereto.

     

    1.9.           "Consummation
      of a Change in Control Transaction" shall mean the earlier of the date on
      which a person or Group first becomes the beneficial owner of the requisite
      number of securities of the Company described in Sections 1.6(a) or (b), the
      date as of which a majority of the Board has been replaced, as described in
      Section 1.6(c), or the date on which the person or Group acquires the requisite
      percentage of Company assets, as described in Section 1.6(d).

     

    1.10.           "Coverage
      Period" shall mean the period beginning on the earlier of (a) the date of an
      Announcement, (b) the date of a Change in Control, or (c) the date of the
      Consummation of a Change in Control Transaction, and ending on the earlier
      of
      (i) the second anniversary of the date of the Consummation of a Change in
      Control Transaction, (ii) if applicable, the date the Company publicly announces
      it is abandoning the transaction or event that was the subject of an
      Announcement, or (iii) if applicable, the date the Company publicly announces
      it
      is abandoning the transaction that constituted a Change in Control pursuant
      to
      Section 1.6(b).

     

    1.11.           "Disability"
      shall mean, for purposes of this Agreement, the Executive's absence from the
      full-time performance of the Executive's duties pursuant to a determination
      made
      in accordance with the procedures established by the Company in connection
      with
      the Company's long-term disability benefits plan (as in effect as of the
      earliest of the date of the Announcement, the date of a Change in Control or
      the
      date of the Consummation of a Change in Control Transaction) that the Executive
      is disabled as a result of incapacity due to physical or mental
      illness.

     

    1.12.           "Earned
      and Unused Vacation" shall mean the difference between (a) Earned Vacation
      (as hereinafter defined), and (b) the actual number of hours of vacation taken
      by the Executive from January 1 of the calendar year in which the Qualifying
      Termination occurs through and including the date of the Qualifying Termination;
      provided that if the difference between (a) and (b) is a negative number, then
      Executive's Earned and Unused Vacation shall be deemed to be zero.

     

    1.13.           "Earned
      and Unused Vacation Pay" shall mean the product of (a) the Executive's
      annual rate of base salary in effect on the date of the Qualifying Termination
      divided by 2080, and (b) the hours of Executive's Earned and Unused
      Vacation.

     

    1.14.           "Earned
      Vacation" shall mean the product of (a) the aggregate number of hours of
      vacation which Executive is entitled to take during the calendar year in which
      the Qualifying Termination occurs, and (b) the quotient obtained by dividing
      (i)
      the number of calendar days from January 1 of the year in which the Qualifying
      Termination occurs through and including the date of the Qualifying Termination,
      by (ii) 365.

     

    1.15.           "Effective
      Date" shall mean December 1, 2007.

     

    1.16.           "Good
      Reason" shall mean the occurrence of one or more of the following without
      the Executive's express written consent:

     

    (a)           any
      material diminution in the Executive's position, duties or responsibilities
      with
      the Company or any change that would constitute a material adverse alteration
      in
      the Executive's duties, responsibilities or other conditions of employment,
      from
      those in effect as of the earliest of the date of the Announcement, the date
      of
      a Change in Control or the date of the Consummation of a Change in Control
      Transaction; provided, that, it will be deemed that this purpose it would be
      a
      material diminution in the Executive's position, duties or responsibilities
      with
      the Company if the Executive retains the same title or position with the Company
      but the Company was not a public company and the Executive did not have the
      same
      title or position at the ultimate public parent of the Company;

     

    (b)           any
      material diminution in the Executive's rate of annual base salary or annual
      incentive compensation opportunity (i.e., annual cash bonus opportunity under
      the Annual Incentive Plan or a successor plan) from the rate of annual base
      salary and annual incentive compensation opportunity in effect as of the
      earliest of the date of the Announcement, the date of a Change in Control or
      the
      date of the Consummation of a Change in Control Transaction;

     

    (c)           any
      material diminution in the
      authority, duties, or responsibilities of the supervisor to whom the Executive
      is required to report, including a requirement that the Executive report to
      a
      corporate officer or employee instead of [this provision only for CEO-reporting
      directly to the Board] [and for CFO and GC-reporting directly to the CEO or
      the
      Board];

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (d)           any
      action or inaction that constitutes a material breach by the Company of any
      agreement under which the Executive provides services to the Company;
      or

     

    (e)           any
      material change in the geographic location at which the Executive must perform
      services for the Company, which the Company has determined is a change in the
      Executive's primary employment location to a location which is in excess of
      fifty (50) miles from the Executive's primary employment location as of the
      earliest of the date of the Announcement, the date of a Change in Control or
      the
      date of the Consummation of a Change in Control Transaction.

     

    1.17.           "Prorated
      Annual Bonus" shall mean a payment equal to the product of (a) times (b),
      where (a) is the Annual Bonus Amount, and (b) is a fraction, the numerator
      of
      which is the number of days in the calendar year in which the Qualifying
      Termination occurs that the Executive was employed by the Company or one of
      its
      subsidiaries, and the denominator of which is 365.

     

    1.18.           "Qualifying
      Termination" shall mean the occurrence of anyone or more of the following
      events:

     

    (a)           the
      termination of Executive's employment by the Company or its subsidiary, as
      applicable, without Cause; or

     

     

    (b)           Executive's
      termination of his or her employment with the Company or its subsidiary, as
      applicable, for Good Reason.

    


    A
      Qualifying Termination shall not include a termination of Executive's employment
      by reason of the Executive's death, the Executive's Disability, the Executive's
      termination of his or her employment without Good Reason, or the termination
      of
      the Executive's employment for Cause.  To qualify as a termination for
      Good Reason, the Executive must provide notice to the Company within ninety
      (90)
      days of the initial existence of the condition constituting Good Reason and
      give
      the Company thirty (30) days to remedy such condition.

    


     

    SECTION
      2

     

    TERM
      OF
      AGREEMENT

     

    2.1.           Term.  Subject
      to Section 2.2, this Agreement shall commence on the Effective Date and shall
      continue in effect until November 30, 2009 (the "Term").

     

    2.2.           Modification
      of Term.  In the event that an Announcement or a Change in Control
      occurs during the Term, the term of this Agreement shall automatically and
      irrevocably become a term ending on the later of the last day of the Term or
      the
      second anniversary of the date of Consummation of a Change in Control
      Transaction.  This Agreement shall be assigned to, and shall be
      assumed by, any successor to the Company upon Consummation of a Change in
      Control Transaction.  During the modified term pursuant to this
      section, this Agreement shall not be terminated or amended, altered or nullified
      by the Company or its successor without the Executive's written
      consent.

     

    2.3.           No
      Assurances.  Executive acknowledges and agrees that, except as is
      otherwise expressly provided in Section 2.2, (i) there is no assurance that,
      upon the expiration of the Term of this Agreement, this Agreement will be
      renewed or extended, (ii) the Company has no obligation to renew or extend
      this
      Agreement, and (iii) Executive has no right to any such renewal or
      extension.  Executive acknowledges and agrees further that in the
      event the Company, in its sole discretion, elects to offer Executive a renewal
      or extension of this Agreement or a new agreement following the expiration
      of
      the Term of this Agreement, except for an extension pursuant to Section 2.2,
      there can be no assurance as to the terms of any such renewal, extension or
      new
      agreement, the Company has made no representations to Executive with respect
      thereto and nothing contained in this Agreement shall be relevant, or of any
      precedential value whatsoever, in determining the terms of any renewal,
      extension or new agreement.

     

    SECTION
      3

     

    CHANGE
      IN
      CONTROL BENEFITS

     

    3.1.           Qualifying
      Termination Payments and Benefits.  Subject to Section 4 hereof,
      the Company shall provide to the Executive the payments and benefits described
      below if the Executive has a Qualifying Termination during the Coverage
      Period.

     

    (a)           Accrued
      Benefits and Prorated Annual Bonus.  As soon as practicable (but
      no later than fifteen (15) business days or, if applicable, the date specified
      in Section 4.1(b) hereof) following the Qualifying Termination, the Company
      shall pay to the Executive a lump sum cash payment equal to Executive's (i)
      Accrued Benefits, and (ii) Prorated Annual Bonus. Payments made under this
      subparagraph (a) shall constitute full satisfaction to the Executive for the
      accrued pay and benefits described in this subparagraph.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b)           Severance
      Benefit.  As soon as practicable (but no later than fifteen (15)
      business days or, if applicable, the date specified in Section 4.1(b) hereof)
      following the Qualifying Termination, the Company shall pay to the Executive
      a
      lump sum cash payment equal to two (2) multiplied by the sum of (i) and (ii),
      where (i) equals the greater of the Executive's annual rate of base salary
      in
      effect upon the date of the Qualifying Termination, or the Executive's annual
      rate of base salary in effect as of the earliest of the date of the
      Announcement, the date of a Change in Control or the date of the Consummation
      of
      a Change in Control Transaction, and (ii) equals the Annual Bonus
      Amount.

     

    (c)           Supplemental
      Retirement Benefits.  As soon as practicable (but no later than
      fifteen (15) business days or, if applicable, the date specified in Section
      4.1(b) hereof) following the Qualifying Termination, the Company shall pay
      to
      the Executive a lump sum cash payment equal to

     

    (i)           the
      excess of (A) the present value (determined as of the date of the Qualifying
      Termination) of the lump-sum actuarial equivalent of the benefit the Executive
      would have received, giving the Executive credit for two (2) additional years
      of
      age and service (for all purposes, including, but not limited to, vesting and
      accrual of benefits) (such two (2) additional years, referred to hereinafter
      as
      the "Severance Period"), under (1) the AGL Resources Inc. Retirement Plan,
      as
      amended (the "Retirement Plan"), and (2) the AGL Resources Inc. Excess Benefit
      Plan (the "Excess Plan"), in each case utilizing actuarial assumptions
      (including the discount rate used in the present value calculation) no less
      favorable to the Executive than those in effect under the Retirement Plan
      immediately prior to the earliest of the date of the Announcement, the date
      of a
      Change in Control or the date of the Consummation of a Change in Control
      Transaction, and assuming that, for purposes of determining benefits under
      the
      Retirement Plan and the Excess Plan, the benefits would have commenced at the
      end of the Severance Period (or, if later, the earliest date distribution of
      the
      Executive's benefits could commence under the plans) and the Executive's covered
      annual compensation ("Covered Compensation") during the Severance Period would
      have been equal to the Executive's annual rate of Covered Compensation at the
      time of the Qualifying Termination or, if greater, at the earliest of the date
      of the Announcement, the date of a Change in Control or the date of the
      Consummation of a Change in Control Transaction, over (B) the present value
      (determined as of the date of the Qualifying Termination) of the lump-sum
      actuarial equivalent of the Executive's actual benefits accrued as of the date
      of the Qualifying Termination, if any, under the Retirement Plan and the Excess
      Plan (assuming the benefits would have commenced at the end of the Severance
      Period (or, if later, the earliest date distribution of the Executive's benefits
      could commence under the plans), and utilizing the same actuarial assumptions
      as
      used above in subsection (A) of this Section 3.1(c)(i)); and

     

    (ii)           an
      amount equal to the sum of the additional contributions (other than before
      tax
      and after tax contributions by the Executive) that would have been made or
      credited (but, due to the Qualifying Termination, will not otherwise be made
      or
      credited) during the Severance Period (as defined in Section 3.1(c)(i) above)
      by
      the Company or a subsidiary to the Executive's account(s) under the AGL
      Resources Inc. Retirement Savings Plus Plan, as amended (the "Savings Plan"),
      and/or the AGL Resources Inc. Nonqualified Savings Plan, as amended, determined
      by assuming that,

     

    (A)           the
      Executive's employment had continued through the Severance Period;

     

    (B)           the
      Executive's compensation recognized by each such plan (with respect to the
      Savings Plan, subject to any Code limitations on covered compensation under
      qualified plans) would, during the Severance Period, have been equal to (1)
      the
      Executive's annual rate of base salary at the time of the Qualifying Termination
      or, if greater, at the earliest of the date of the Announcement, the date of
      a
      Change in Control or the date of the Consummation of a Change in Control
      Transaction, and (2) the Annual Bonus Amount; and

     

    (C)           with
      respect to matching and/or discretionary contributions, the Executive's amount
      of pre-tax deferral contributions and the Company's matching contribution,
      in
      each year during the Severance Period, would have been equal to the maximum
      amount allowed under the applicable plan at the time of the Qualifying
      Termination or, if greater, at the earliest of the date of the Announcement,
      the
      date of a Change in Control, or the date of the Consummation of a Change in
      Control Transaction.

     

    (d)           Stock
      Options Restricted Stock, Performance-Based Stock and Other Long-Term Incentive
      Awards.  Subject to Section 4 hereof, in the event of a Qualifying
      Termination during the Coverage Period, any outstanding stock options,
      restricted stock, performance share, performance unit or other long-term
      incentive awards of the Executive shall become vested and/or exercisable in
      accordance with the terms of the plan and/or award agreements under which such
      grants and awards were made as if a change in control (as defined in each
      applicable plan or award agreement) had occurred immediately prior to, and
      on
      the same day as, the Qualifying Termination.  Upon the occurrence of a
      change in control (as defined in each applicable plan or award agreement),
      all
      grants and awards shall be subject to the provisions of the plan and award
      agreements under which they were made.  With regard to any outstanding
      stock options, the Executive shall have a period of one (1) year (subject to
      the
      expiration of the original term of the option) following the date of the
      Qualifying Termination in which to exercise such options; provided that such
      extension of the period to exercise shall not extend the exercise period beyond
      the earlier of (i) the latest date upon which the option could have expired
      by
      its terms, or (ii) the tenth (10th) anniversary
      of
      the original date of grant; and further provided that if the plan or option
      agreement under which such options were granted provides a longer period of
      exercise for which the Executive would be eligible, then such longer period
      shall be available to the Executive.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (e)           Welfare
      Benefits.

     

    (i)  The
      Company shall
      provide the Executive with continued life insurance and disability insurance
      coverage (provided, however, that long-term disability insurance coverage shall
      not be provided if, following the Executive's termination of employment, the
      Executive is not eligible to receive coverage under the Company's group
      long-term disability insurance policy because the Executive is no longer an
      employee) on the same basis (including premium) as active employees until the
      earlier of (i) twenty four (24) months after the Executive's Qualifying
      Termination, or (ii) the commencement of comparable coverage with a subsequent
      employer.

     

    (ii)  In
      addition, as long
      as the Executive pays a monthly premium equal to the amount which is the COBRA
      premium for such coverage, the Company shall provide the Executive and, as
      applicable, the Executive's eligible dependents with continued medical and
      dental coverage, on the same basis (excluding premiums) as provided to the
      Company's active executives and their dependents, as applicable, until the
      earlier of (i) twenty four (24) months after the Executive's Qualifying
      Termination, or (ii) the date the Executive is first eligible for comparable
      coverage with a subsequent employer.  As a separate payment under this
      Agreement, each month coverage continues under this clause (ii), the Company
      shall pay to the Executive an amount equal to the excess of the COBRA premium
      for such coverage over the active employee cost for such medical coverage,
      each
      as determined on the date of the Executive’s Qualifying
      Termination.

     

    (iii)  The
      medical coverage
      provided under this section shall not count against any COBRA continuation
      coverage required by law.

     

    


    (f)           Outplacement
      Benefits.  If so requested by the Executive, outplacement services
      shall be provided for up to one (1) year following the Qualifying Termination
      by
      a professional outplacement provider; provided, that, such outplacement services
      shall be provided at a cost to the Company of not more than 25% of the
      Executive's base salary in effect as of the date of the
      Announcement.

     

    SECTION
      4

    LIMITATIONS
      ON PAYMENTS AND EXCISE TAX

    


    4.1.           Limitation
      on Payments and Benefits.

     

    (a)           If
      any of the payments and benefits provided under this Agreement and/or under
      any
      other agreement with, or plan of, the Company or one of its subsidiaries (the
      "Total Payment") (a) constitute a "parachute payment" as defined in Code Section
      280G and exceed three (3) times the Executive's "base amount" as defined under
      Code Section 280G(b)(3) by less than ten percent (10%) of three (3) times the
      Executive's base amount, and (b) would, but for this Section 4.1, be subject
      to
      the excise tax imposed by Code Section 4999, then the Executive's payments
      and
      benefits under this Agreement shall be reduced and payable only as to the
      maximum amount which would result in no portion of such Total Payment being
      subject to excise tax under Code Section 4999.

     

    (b)           If
      a reduction of the Total Payment is necessary under this section, the Executive
      shall be entitled to select which payments and/or benefits will be reduced
      and
      the manner and method of any such reduction.  Within ten (10) days
      after the amount of any required reduction in payments and benefits is finally
      determined under Section 4.3, the Executive shall notify the Company in writing
      regarding which payments and benefits are to be reduced.  If no
      notification is given by the Executive, the Company will determine which
      payments and/or benefits to reduce.  If the Company is required to
      determine which payments and/or benefits to reduce, it shall make such
      determination as soon as practicable, but no later than the fifteenth (15th)
      day
      after the amount of any required reduction in payments and benefits is finally
      determined under Section 4.3.  If, as a result of any reduction
      required by this section, amounts previously paid or benefits previously
      provided to the Executive exceed the amount to which the Executive is entitled,
      the Executive will promptly return the excess amount to the
      Company.  In no instance shall the reductions provided in this Section
      4.1 cause the payments required by Sections 3.1(a), (b) or (c) be made any
      later
      than two and one-half (21⁄2) months after the end of the year in which the
      Executive terminates employment with the Company and its
      Subsidiaries.

     

    4.2.           Gross
      Up Payments for Excise Tax.  If the Total Payment constitutes a
      "parachute payment" as defined in Code Section 280G and exceeds three (3) times
      the Executive's "base amount" as defined under Code Section 280G(b)(3) by at
      least ten percent (10%) of three (3) times the Executive's base amount, the
      Company shall provide to Executive, in cash, an additional payment in an amount
      to cover the full excise tax due under Code Section 4999 (including any interest
      and/or penalties), plus the Executive's city, state and federal income and
      employment taxes on this additional payment (the "Gross-Up
      Payment").  Any amount payable under this Section 4.2 shall be paid as
      soon as possible following the date of the Executive's Qualifying Termination,
      but in no event later than the end of the Executive's taxable year next
      following the Executive's taxable year in which the related taxes are remitted
      to the taxing authority.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4.3.           Accounting
      Firm.  All determinations required to be made under this Section
      4, including whether reductions are necessary or whether a Gross-Up Payment
      is
      required, the amount of any such reduction or Gross-Up Payment and the
      assumptions to be used in determining such reduction or payment, shall be made
      by the accounting firm selected by the Company (the "Accounting
      Firm").  The Accounting Firm shall provide detailed supporting
      calculations both to the Company and to Executive within fifteen (15) business
      days of the receipt of a notice from the Company or Executive that there has
      been a Qualifying Termination or another event that could result in parachute
      payments under Code Section 280G, or such earlier time as is requested by the
      Company.  The Company shall not select as the Accounting Firm for this
      purpose any accountant or auditor for the individual, entity, or group effecting
      the Change in Control transaction (other than the Company) or any accountant
      or
      auditor that is precluded from providing the services required by this Section
      4.  All fees and expenses of the Accounting Firm shall be borne solely
      by the Company.

     

    4.4.           Subsequent
      Recalculation.  If Executive is entitled to a Gross-Up Payment
      under Section 4.2 and the Internal Revenue Service subsequently increases the
      excise tax owed by the Executive, the Company shall reimburse the Executive
      for
      the full amount necessary to make the Executive whole on an after-tax basis
      (less any amounts received by the Executive that the Executive would not have
      received had the computations initially been computed as subsequently adjusted),
      taking into consideration the amount of any underpaid excise tax, and any
      related interest and/or penalties owed to the Internal Revenue
      Service.  This reimbursement for the Gross-Up Payment increase shall
      be made in no event later than the end of the Executive's taxable year next
      following the Executive's taxable year in which the related taxes are remitted
      to the taxing authority.

     

    SECTION
      5

    SUCCESSORS
      AND ASSIGNMENT

    


    5.1.           Successors.  The
      Company shall require any successor (whether pursuant to a Change in Control
      transaction, direct or indirect, by purchase, merger, consolidation, or
      otherwise) to all or substantially all of the business and/or assets of the
      Company to expressly assume and agree to perform the Company's obligations
      under
      this Agreement, in the same manner and to the same extent that the Company
      would
      be required to perform them if no such succession had taken
      place.  Failure of the Company to obtain such assumption and agreement
      prior to the effectiveness of any such succession shall constitute a material
      breach of the Agreement and shall entitle the Executive to terminate the
      Executive's employment with Good Reason immediately prior to or at any time
      after such succession.  Any successor to the Company shall be deemed
      to be the Company for all purposes of this Agreement.

     

    5.2.           Assignment
      by Executive.  This Agreement shall inure to the benefit of and be
      enforceable by the Executive's executor and/or administrators, heirs, devisees,
      and legatees.  If the Executive should die while any amount would be
      payable to Executive hereunder had the Executive continued to live, all such
      amounts, unless otherwise provided herein, shall be paid in accordance with
      the
      terms of this Agreement to the Executive's estate.  Executive's rights
      hereunder shall not otherwise be assignable.

     

    SECTION
      6

    CONFIDENTIALITY;
      NON-DISPARAGEMENT;

    NON-SOLICITATION;
      TRADE SECRETS

    


    Without
      the prior written consent of the Company, Executive agrees hereby not to
      disclose or use, directly or indirectly (except as may be required for the
      performance of duties assigned by the Company or one of its subsidiaries or
      as
      may be required by a court of competent jurisdiction), any trade secret or
      other
      confidential information pertaining to the conduct of the Company's business,
      unless and until such trade secret or confidential information is in the public
      domain.  The Company's business, as that term is used herein,
      includes, but is not limited to, the Company's and any of its subsidiaries'
      records, processes, methods, data, reports, information, documents, equipment,
      training manuals, customer lists and business secrets.  Executive
      further agrees that, during the twenty-four (24) month period following a
      Qualifying Termination, Executive shall not initiate contact with employees
      of
      the Company or any of its subsidiaries for employment outside the Company or
      one
      of its subsidiaries, including those employees who were employed by the Company
      or one of its subsidiaries up to and including the date of the Qualifying
      Termination; provided, however, that nothing contained herein shall prevent
      Executive from responding to contacts initiated by such
      employees.  Except as may be compelled by a court of competent
      jurisdiction or as may otherwise be required by law, Executive shall take no
      action (including without limitation the making of any oral or written
      statement) which action damages the reputation of the Company or any of its
      subsidiaries.

     

    SECTION
      7

    MISCELLANEOUS

    


    7.1.           Contractual
      Rights to Benefits.  Except as expressly stated herein, nothing
      herein contained shall require or be deemed to require the Company to segregate,
      earmark, or otherwise set aside any funds or other assets, in trust or
      otherwise, to provide for any payments to be made or required hereunder;
      provided, however, that the Company may segregate, earmark, or otherwise set
      aside any funds or other assets, in trust or otherwise as it deems
      appropriate.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    7.2.           Obligation
      Absolute; No Effect on Other Rights.  Except for amounts that may
      be owed to the Company pursuant to Section 7.3 hereof, the obligations of the
      Company to make the payments and provide the benefits to the Executive and
      the
      Executive's dependents, and to make the arrangements provided for herein shall
      be absolute and unconditional and shall not be reduced by any circumstances,
      including, without limitation, any set-off, counterclaim, recoupment, defense
      or
      other right which the Company may have against the Executive or a third party
      at
      any time, nor shall the amount of any payment or benefit hereunder (except
      as
      provided for in Section 3.1(e)(ii) hereof) be reduced by any compensation earned
      by Executive as a result of employment by another employer.  Except as
      provided in Section 3.1(a) with respect to Accrued Benefits and the Prorated
      Annual Bonus, and except as otherwise provided in Section 7.8, the provisions
      of
      this Agreement, and any payment provided for herein, shall not supercede or
      in
      any way limit the rights, benefits, duties or obligations which the Executive
      may have now or in the future under any benefit, incentive or other plan or
      arrangement of the Company or a subsidiary or any other agreement with the
      Company or a subsidiary.

     

    7.3.           Legal
      Fees and Expenses.  In addition to all other amounts payable to
      the Executive under this Agreement, the Company shall pay the Executive's legal
      fees and expenses (including, without limitation, any and all court costs and
      attorneys' fees and expenses), as incurred by the Executive in connection with
      or as a result of any claim, action or proceeding brought by the Company or
      the
      Executive with respect to or arising out of this Agreement or any provision
      hereof; provided, however, in the case of an action brought by the Executive,
      if
      it is determined by an arbitrator or by a court of competent jurisdiction that
      such action was frivolous or without merit, any remaining unpaid legal fees
      or
      expenses shall not be paid and the Executive shall repay to the Company all
      amounts previously paid by the Company under this Section 7.3.  No
      payment or reimbursement under this Section 7.3 shall be requested or made,
      after the end of the calendar year following the calendar year in which the
      expense was incurred.

     

    7.4.           Dispute
      Resolution.  Notice of any dispute or controversy arising under
      this Agreement shall be provided in writing to the other party.  If
      such dispute is not resolved by mutual agreement of the parties within 60
      calendar days of the provision of such notice, Executive shall have the right
      and option to elect (in lieu of litigation) to have any such dispute or
      controversy settled by binding arbitration.  Such arbitration shall be
      conducted before a panel of three (3) arbitrators sitting in a location selected
      by Executive in the metropolitan area nearest to, and in the same county as,
      the
      Executive's place of residence, in accordance with the rules of the American
      Arbitration Association then in effect.  Executive's election to
      arbitrate, as herein provided, and the decision of the arbitrators in that
      proceeding, shall be binding on the Company and Executive.  The
      Company may elect to have a dispute or controversy settled by binding
      arbitration only if such dispute or controversy arises under Section 6 of this
      Agreement.

     

    7.5.           Notices.  Any
      notice required to be delivered to the Company, any of its affiliates or the
      Committee by Executive hereunder shall be properly delivered to the Company,
      any
      of its affiliates or the Committee when personally delivered to, or received
      through the U.S. mail, postage prepaid, by:

     

    AGL
      Resources Inc.

    Attn:
      General Counsel

    10
      Peachtree Place, 19th
      Floor

    Atlanta,
      GA 30309

    


    Any
      notice required to be delivered to Executive by the Company, its affiliates
      or
      the Committee hereunder shall be properly delivered to Executive when personally
      delivered to, or actually received through the U.S. mail, postage prepaid,
      by
      Executive.

     

    7.6.           Amendment.  Except
      as otherwise provided in Sections 2.2 and 2.3 hereof, no provision of this
      Agreement may be amended, altered, modified, waived or discharged unless such
      amendment, alteration, modification, waiver or discharge is agreed to in a
      writing signed by both the Executive and such officer of the Company as is
      specifically designated by the Committee or the Board.  No waiver by
      any party to this Agreement, at any time, of any breach by the other of, or
      of
      compliance by other party with, any condition or provision of this Agreement
      to
      be performed or complied with by such other party shall be deemed a waiver
      of
      any similar or dissimilar provision or condition of this Agreement or any other
      breach or failure to comply with the same condition or provision at any prior
      or
      subsequent time.

     

    7.7.           Employment
      Status.  Nothing herein contained shall be deemed to create an
      employment agreement between the Company and Executive providing for the
      employment of Executive by the Company for any fixed period of
      time.  Subject to the terms of any other agreement between the Company
      or a subsidiary and the Executive, if any, Executive's employment with the
      Company or a subsidiary is terminable at will by the Company or a subsidiary
      or
      Executive and each shall have the right to terminate Executive's employment
      with
      the Company or a subsidiary at any time, with or without Cause and with or
      without Good Reason, subject to the Company's obligation to provide any payments
      or benefits required hereunder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    7.8.           Entire
      Agreement.  Except as expressly provided herein, no agreements or
      representations, oral or otherwise, express or implied, with respect to the
      subject matter hereof have been made by either party to this
      Agreement.  This Agreement represents the entire agreement between the
      parties with respect to the subject matter hereof, and supersedes all prior
      discussions, negotiations, and agreements concerning the subject matter hereof,
      including, but not limited to, any prior severance agreement made between
      Executive and the Company or any of its subsidiaries; provided, however, that
      nothing contained herein shall prevent the Executive from receiving any
      severance benefits to which he or she is entitled under the terms of a Company
      or subsidiary provided severance plan if the Executive's termination of
      employment does not qualify as a Qualifying Termination within the Coverage
      Period; provided, further, that nothing contained herein shall prevent the
      Executive from receiving benefits to which he or she may be entitled under
      any
      employee or retiree benefit or incentive plan maintained or contributed to
      by
      the Company or one of its subsidiaries, including, without limitation, the
      AGL
      Resources Inc. Executive Post Employment Medical Benefit Plan or the AGL
      Resources Inc. retiree medical plan.

     

    7.9.           Tax
      Withholding.  The Company shall withhold from any amounts payable
      under this Agreement all federal, state, city, payroll or other taxes legally
      required to be withheld.

     

    7.10.           Severability.  In
      the event any provision of the Agreement shall be held illegal or invalid for
      any reason, the illegality or invalidity shall not affect the remaining parts
      of
      the Agreement, and the Agreement shall be construed and enforced as if the
      illegal or invalid provision had not been included.

     

    7.11.           Applicable
      Law.  To the extent not preempted by the laws of the United
      States, the law of the State of Georgia shall be the controlling law in all
      matters relating to this Agreement.

     

    7.12.           Specified
      Employee.  If the Executive is considered a "specified employee"
      (as that term is defined in Treasury Regulations Section 1.409A-1(i)), as of
      the
      date of the Executive's separation from service, payments of amounts under
      this
      Agreement which are considered "deferred compensation" under Code Section 409A
      and paid based upon a separation from service may not be made or otherwise
      begin
      until the date that is six months after the date of separation from service
      (or,
      if earlier than the end of the six-month period, the date of death of the
      specified employee) to the extent such is required pursuant to Code Section
      409A.

     

    7.13.           409A.  It
      is the intent of the parties to this Agreement that this Agreement comply with
      Code Section 409A and the regulations issued pursuant thereto and the provisions
      of this Agreement shall be interpreted to be consistent therewith.

     

    7.14.           Counterparts.  This
      Agreement may be executed in two or more counterparts, each of which shall
      be an
      original and all of which shall be deemed to constitute one and the same
      instrument.

     

    IN
      WITNESS WHEREOF, the Company and Executive have executed this Agreement, to
      be
      effective as of the day and year first written above.

     

    COMPANY:

    


    AGL
      RESOURCES INC.

    


    


    By:           /s/
      John W. Somerhalder II

    


    Title:           Chairman,
      President and Chief Executive Officer

    


    


    EXECUTIVE:

    


    


    /s/
      Douglas N.
      Schantz                                                      

    Signature

    


     

    [THIS
      DOCUMENT HAS BEEN EXECUTED IN DUPLICATE]