Form of Restricted Stock Unit


    
      

      

    

     

    EXHIBIT
      10.2

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    RESTRICTED
      STOCK UNIT AWARD NO. __________

     

    AGL
      RESOURCES INC.

     

    LONG-TERM
      INCENTIVE PLAN (1999)

     

    RESTRICTED
      STOCK unit AGREEMENT 

     

    This
      Agreement between AGL Resources Inc. (the “Company”) and the Recipient sets
      forth the terms of the Restricted Stock Units awarded under the above-named
      Plan. 

     

    Name
      of Recipient:
      _________________________

     

    Date
      of Award:   Number
      of Restricted Stock Units: ____________

     

    Performance
      Measurement Period: ___________
      through ___________

    


    
      	·  	
              Performance
                Measure:
                The performance measure for this Award relates to earnings per share,
                one
                of the performance measures enumerated in Section 5.2 of the Plan.
                

            


    

    


    At
      the
      end of the Performance Measurement Period, the Restricted Stock Units will
      be
      eligible for vesting, provided,
      that, the
      Company’s reported basic earnings per share meets or exceeds $_____, as
      certified by the Compensation and Management Development Committee of the Board
      of Directors of the Company (the “Committee”). The last sentence of Section 8.5
      of the Plan shall not apply to the award evidenced by this Agreement.


     

    Vesting:
      At
      the
      end of the Performance Measurement Period and upon certification by the
      Committee (the “Certification Date”), the Restricted Stock Units shall be
      converted into an equal number of shares of Company common stock, and such
      shares of common stock shall be issued to the Recipient within a reasonable
      period of time pursuant to the terms of the Plan. 

     

    Upon
      issuance of the common stock, such shares shall become vested and nonforfeitable
      as follows:

     

    
      	·  	
              one-third
                of the shares of Restricted Stock shall vest as of each anniversary
                date
                of the Certification Date.

            


    

     

    Upon
      a
      change in control of the Company, (i) the Restricted Stock Units shall be
      converted into an equal number of shares of Company common stock and become
      immediately 100% vested and nonforfeitable and (ii) any outstanding nonvested
      shares of Restricted Stock will become immediately 100% vested and
      nonforfeitable.

     

    Shareholder
      rights:
      Upon
      issuance of the common stock, the Recipient will have immediate rights of
      ownership in the stock, including the right to vote the stock and receive
      dividends on the stock. 


    Forfeiture;
      termination of employment: Subject
      to the terms of the Plan and the terms set forth above, in the event that the
      Committee does not certify the attainment of the performance criteria set forth
      above, the Restricted Stock Units under this Agreement shall be forfeited
      immediately.

    


    In
      addition, unless the Committee decides otherwise, all Restricted Stock Units
      and
      shares of Restricted Stock covered hereunder that remain subject to restriction
      upon the Recipient’s termination of employment for any reason (including death,
      disability or retirement under the terms of the Company’s Retirement Plan, or
      any other retirement plan approved by the Board, for that purpose) will be
      forfeited as of the date of such termination of employment.

     

    
      Tax
        Withholding: At
        the
        time the shares of Restricted Stock vest, the Recipient must pay to the Company
        an amount necessary to cover minimum required income tax and other withholdings
        required by law. The Recipient may satisfy the withholding requirements by
        any
        one or a combination of the following methods: 

       

    

    (a)
      cash,
      or 

     

    (b)
      withholding shares of common stock that are otherwise vested under the
      Restricted Stock Unit Agreement.

     

    Except
      as
      provided herein, this Restricted Stock Unit Agreement is subject to the terms
      and conditions of the Plan. The Recipient has received a copy of the Plan’s
      prospectus, including a copy of the Plan. The Recipient agrees to the terms
      of
      this Restricted Stock Unit Agreement, which may be amended only upon a written
      agreement signed by the parties hereto.

     

    This
      ___
      day of _________ 200__

     

    
      	
              AGL
                RESOURCES INC.

               

            	
              RECIPIENT:

               

            
	 /s/ Melanie M.
              Platt	
               

               

              ____________________________

               

            
	
              Melanie
                M. Platt, Senior Vice President