exhibit_10-1az.htm


    
      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    Exhibit 10.1.az


    


    


     

    


    


    


    


    AGL
RESOURCES INC.

    EXCESS
BENEFIT PLAN

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    Amended
and Restated

    Effective
January 1, 2009


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    AGL
RESOURCES INC.

    EXCESS
BENEFIT PLAN

     

    Effective
as of the 1st day of January 2009, AGL Resources Inc., a corporation duly
organized and existing under the laws of the State of Georgia (the “Controlling
Company”), hereby amends and restates the AGL Resources Inc. Excess Benefit Plan
(the “Plan”).

     

    PURPOSE

     

    A.           Goal.  The
Controlling Company desires to provide its designated key management and highly
compensated employees (and those of its affiliated companies that participate in
the Plan) with retirement benefits in excess of the limits permitted under the
Pension Plan.

     

    B.           History.  The
Plan was originally adopted effective as of March 26, 1984, and was amended on
January 8, 1996, and March 17, 1999.  Effective January 1, 2009, the
Plan, as set forth in this document, is intended and should be construed as a
restatement and continuation of the Plan as previously in effect.

     

    C.           Purpose.  The
purpose of the Plan document is to set forth the terms and conditions pursuant
to which benefits are accrued and to describe the nature and extent of the
employees’ rights to the accrued benefits.

     

    D.           Type of
Plan.  The Plan constitutes an unfunded, nonqualified deferred
compensation plan that benefits certain designated employees who are within a
select group of key management or highly compensated employees.  It is
intended that this Plan comply with the provisions of Section 409A of the
Internal Revenue Code of 1986, as amended.

     

     

    STATEMENT OF
AGREEMENT

     

    To amend
and restate the Plan with the purposes and goals as hereinabove described, the
Controlling Company hereby sets forth the terms and provisions of the Plan as
follows:


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE OF CONTENTS

                                                                Page

     

     

    
      	
               
      

            	
              ARTICLE
      I DEFINITIONS

            


    

    1.1          Accrued
Benefit                                                              1

    1.2          Administrative
Committee                                                         1

    1.3          Affiliate                                                                                             1

    1.4          Benefit
Payment Date                                                                                     1 

    1.5          Effective
Date                                                                                          
1

    1.6          Eligible
Employee                                                                                 1

    1.7          Key
Employee                                                                                          
1

    1.8          Life
Annuity with Ten Years Certain                                                                           
2

    1.9          Participant                                                                                        
2

    1.10           Participating
Company                                                                                
2

    1.11           Pension
Plan                                                                                         
2

    1.12           Pension
Plan Benefit                                                                                   
2

    1.13           Plan                                                                                         2

    1.14           Plan
Year                                                                                       
2

    1.15           Separate
from Service or Separation from Service                                                               2

        (a)         Leaves
of Absence                                                                               2

        (b)         Status
Change                                                                                      
3

        (c)         Termination
of Employment                                                                         3

    1.16           Trust
or Trust Agreement                                                                            3

    1.17           Trustee                                                                                           
3

    1.18           Trust
Fund                                                                                      3

     

    
      	
               
      

            	
              ARTICLE
      II ELIGIBILITY                                                                                   
      4

            


    

    2.1          Eligibility                                                                                       4

        (a)         Participation
Upon Effective Date                                                                      4

        (b)         Participation
After Effective Date                                                                      4

    2.2          Procedures
for Admissions                                                                                  
4

    2.3          Cessation
of Eligibility                                                                               4

        (a)         Cessation
of Eligible Status                                                                        4

        (b)         Inactive
Participant Status                                                                          4

    2.4          Disability                                                                                       5

     

    
      	
               
      

            	
              ARTICLE
      III ACCRUED BENEFITS                                                                         
      6

            


    

    3.1          Determination
of Accrued Benefits                                                                             
6

    3.2          Time
of Calculation of Accrued Benefits                                                                     6

    3.3          Nonduplication
of Benefits                                                                            6

     

    
      	
               
      

            	
              ARTICLE
      IV VESTING                                                                                7

            


    

    4.1          Time
of Vesting                                                                                   7

    (a)         Time
of Vesting                                                                                   
7

    (b)         Forfeiture
Prior to Vesting                                                                          7

    4.2          Combined
Vested Benefits Are Nonforfeitable                                                                  7

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              ARTICLE
      V PAYMENT OF VESTED ACCRUED BENEFITS                                                          8

            


    

    5.1          General                                                                                             
8

    5.2          Normal
Retirement Benefit                                                                             8

    5.3          Early
or Delayed Commencement of Benefit                                                                   8

    (a)         Early
Payment                                                                                8

    (b)         Delayed
Payment                                                                                 
8

    5.4          Payment
of Benefits (other than Death Benefits)                                                                      
8

    (a)         Timing
of Distribution of Accrued Benefit                                                   8

    (b)         Forms
of Payment                                                                                
9

    (c)         Cash-Out
Payment of Benefit                                                                             
9

    (d)         Cash
Payments                                                                                     
9

    (e)         Calculation
of Benefit                                                                                  
9

    5.5          Offset
for Obligations to the Controlling Company                                                                
10

    5.6          Taxes                                                                                        10

    (a)         Before
Benefits Become Payable                                                                      10

    (b)         After
Benefits Become Payable                                                                       
10

    5.7          Errors
and Omissions in Benefits                                                                        10

    5.8          Payment
Acceleration                                                                                  
10

     

    
      	
               
      

            	
              ARTICLE
      VI DEATH BENEFITS                                                                          12

            


    

    6.1          Death
Benefit Prior to Commencement                                                                      
12

    (a)         Timing
and Amount                                                                            12

    (b)         Form
of Death Benefits                                                                          12 

    6.2          Death
Benefit After Commencement                                                                         
12

    6.3          Forfeiture
of Benefits At Death                                                                          
12

     

    
      	
               
      

            	
              ARTICLE
      VII CLAIMS                                                                             
    14

            


    

    7.1          Rights                                                                                        14

    7.2          Procedure                                                                                        
14

    7.3          Appeal                                                                                             
14

    7.4          Satisfaction
of Claims                                                                                    
15

     

    
      	
               
      

            	
              ARTICLE
      VIII SOURCE OF FUNDS                                                                        
    16

            


    

    8.1          Source
of Funds                                                                                     
16

    (a)         Allocation
Among Participating Companies                                                                   
16

    (b)         General
Creditors                                                                                 
16

    8.2          Trust                                                                                          16

    (a)         Establishment                                                                                16

    (b)         Distributions                                                                                  16

    (c)         Status
of the Trust                                                                                16

    8.3          Funding
Prohibited Under Certain Circumstances                                                                    
17

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              ARTICLE
      IX ADMINISTRATION                                                                            
      18

            


    

    9.1          Action                                                                                              
18

    9.2          Rights
and Duties of the Administrative Committee                                                                
18

    9.3          Compensation,
Indemnity and Liability                                                                      
18

     

    
      	
               
      

            	
              ARTICLE
      X AMENDMENT AND TERMINATION                                                                20

            


    

    10.1           Amendments                                                                                       
20

    10.2           Termination
or Freezing of Plan                                                                        20

    (a)         Freezing                                                                                        
20

    (b)         Termination                                                                                  20

     

    
      	
               
      

            	
              ARTICLE
      XI MISCELLANEOUS                                                                          21

            


    

    11.1           Taxation                                                                                        
21

    11.2           No
Employment Contract                                                                                  
21

    11.3           Headings                                                                                       21

    11.4           Gender
and Number                                                                                    21

    11.5           Assignment
of Benefits                                                                             21

    11.6           Legally
Incompetent                                                                                  
21

    11.7           Governing
Law                                                                                   
22

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ARTICLE
I

     

    DEFINITIONS

     

    


    For
purposes of the Plan, the following terms, when used with an initial capital
letter, shall have the meaning set forth below unless a different meaning
plainly is required by the context.  Capitalized terms not defined
herein shall have the meanings ascribed to them in the Pension
Plan.

    


    1.1 Accrued
Benefit

     

     shall
mean a monthly benefit (i) which a Participant has earned under the Plan as
of any date of reference, and (ii) which is more fully determined under
Article III.  To the extent a Participant’s Accrued Benefit is paid or
expressed as an annual benefit, such annual benefit payment shall be 12 times
the Participant’s monthly benefit.

     

    1.2 Administrative
Committee

     

     shall
mean the Administrative Committee of the AGL Resources Inc. Retirement Plan, or
any other committee comprised of individuals appointed by the Board to
administer the Plan, all as provided in Article IX.  Individuals who
are management level Employees and/or Participants may serve as members of the
Administrative Committee.

     

    1.3 Affiliate

     

     shall
mean the Controlling Company and any other entity that is required to be
aggregated with the Controlling Company under Code Sections 414(b) or
(c).  Notwithstanding the foregoing, for purposes of determining
whether a Separation from Service has occurred, the term “Affiliate” shall
include the Controlling Company and all entities that would be treated as a
single employer with the Controlling Company under Code Sections 414(b) or (c),
but substituting “at least 50 percent” instead of “at least 80 percent” each
place it appears in applying such rules.

     

    1.4 Benefit Payment
Date

     

     shall
mean, with respect to a Participant, Beneficiary, Surviving Spouse or Joint
Annuitant, (i) the first day of the first period for which payment of a benefit
under the Plan is scheduled to commence, in the case of a benefit payable in the
form of an annuity or installments, or (ii) the date of payment for the benefit,
in the case of a benefit payable in a single lump sum.

     

    1.5 Effective
Date

     

     of
this restatement shall mean January 1, 2009.  The Plan was originally
effective as of March 26, 1984.

     

    1.6 Eligible
Employee

     

     shall
mean an Employee of a Participating Company who is a member of a select group of
highly compensated or key management Employees of such Participating Company and
who is a participant in the Pension Plan.

     

    1.7 Key
Employee

     

     shall
mean a Participant who meets the requirements to be considered a “specified
employee” as defined in Code Section 409A as of: (i) for a Participant who
Separates from Service on or after the first day of a calendar year and before
April 1 of such calendar year, the December 31 of the second calendar year
preceding the calendar year in which such Participant Separates from Service; or
(ii) for any other Participant, the preceding December 31.  For
purposes of identifying Key Employees, the Participant’s compensation shall mean
all of the items listed in Treasury Regulations Section 1.415(c)-2(b), excluding
all of the items listed in Treasury Regulations Section
1.415(c)-2(c).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    1.8 Life Annuity with Ten Years
Certain

     

     shall
mean a monthly benefit which shall be payable during the lifetime of the
Participant and shall, if the Participant dies within 10 years of his Benefit
Payment Date, continue to be paid to his Beneficiary for the balance of such
10-year period; provided, in the event of the death of the Beneficiary prior to
the expiration of the 10 year period, any remaining payments shall be made to
the estate of the Participant or the Beneficiary, whoever is last to
survive.

     

    1.9 Participant

     

     shall
mean any person who has been admitted to, and has not been removed from,
participation in the Plan pursuant to the provisions of Article II.

     

    1.10 Participating
Company

     

     shall
mean, as of the Effective Date, the Controlling Company and all Affiliates that
employ or employed an Employee who is a Participant in the Plan.

     

    1.11 Pension
Plan

     

     shall
mean the AGL Resources Inc. Retirement Plan, a defined benefit plan qualified
under Code Section 401(a), as such plan may be amended from time to
time.

     

    1.12 Pension Plan
Benefit

     

     shall
mean a Participant’s accrued benefit under the Pension Plan (including any
benefits already paid or in pay status).

     

    1.13 Plan

     

     shall
mean the AGL Resources Inc. Excess Benefit Plan, as contained herein and all
amendments hereto.  For tax purposes and purposes of Title I of ERISA,
the Plan is intended to be an unfunded, nonqualified deferred compensation plan
covering certain designated employees who are within a select group of key
management or highly compensated employees.

     

    1.14 Plan
Year

     

     shall
mean the 12-consecutive-month period ending on December 31 of each
year.

     

    1.15 Separate
from Service or Separation
from Service

     

     shall
mean that a Participant Separates from Service as defined in Code Section 409A
and guidance issued thereunder with the Company and its
Affiliates.  Generally, a Participant Separates from Service if the
Participant dies, retires, or otherwise has a termination of employment with all
Affiliates, determined in accordance with the following:

     

    (a) Leaves of
Absence

     

    .  The
employment relationship is treated as continuing intact while the Participant is
on military leave, sick leave, or other bona fide leave of absence if the period
of such leave does not exceed six (6) months, or, if longer, so long as the
Participant retains a right to reemployment with an Affiliate under an
applicable statute or by contract.  A leave of absence constitutes a
bona fide leave of absence only if there is a reasonable expectation that the
Participant will return to perform services for an Affiliate.  If the
period of leave exceeds six (6) months and the Participant does not retain a
right to reemployment under an applicable statute or by contract, the employment
relationship is deemed to terminate on the first date immediately following such
six-month period.  Notwithstanding the foregoing, where a leave of
absence is due to any medically determinable physical or mental impairment that
can be expected to result in death or can be expected to last for a continuous
period of not less than six (6) months, where such impairment causes the
Participant to be unable to perform the duties of his or her position of
employment or any substantially similar position of employment, a 29-month
period of absence shall be substituted for such six-month period.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b) Status
Change

     

    .  Generally,
if a Participant performs services both as an employee and an independent
contractor, such Participant must Separate from Service both as an employee, and
as an independent contractor pursuant to standards set forth in Treasury
Regulations, to be treated as having a Separation from
Service.  However, if a Participant provides services to Affiliates as
an employee and as a member of a Board of Directors, the services provided as a
director are not taken into account in determining whether the Participant has a
Separation from Service as an employee for purposes of this Plan.

     

    (c) Termination of
Employment

     

    .  Whether
a termination of employment has occurred is determined based on whether the
facts and circumstances indicate that the Affiliates and the Participant
reasonably anticipated that no further services would be performed after a
certain date or that the level of bona fide services the Participant would
perform after such date (whether as an employee or as an independent contractor)
would permanently decrease to no more than 30 percent of the average level of
bona fide services performed (whether as an employee or an independent
contractor) over the immediately preceding 36-month period (or the full period
of services to all Affiliates if the Participant has been providing services to
all Affiliates less than 36 months).  Facts and circumstances to be
considered in making this determination include, but are not limited to, whether
the Participant continues to be treated as an employee for other purposes (such
as continuation of salary and participation in employee benefit programs),
whether similarly situated service providers have been treated consistently, and
whether the Participant is permitted, and realistically available, to perform
services for other service recipients in the same line of
business.  For periods during which a Participant is on a paid bona
fide leave of absence and has not otherwise terminated employment as described
in paragraph (a) above, for purposes of this paragraph the Participant is
treated as providing bona fide services at a level equal to the level of
services that the Participant would have been required to perform to receive the
compensation paid with respect to such leave of absence.  Periods
during which a Participant is on an unpaid bona fide leave of absence and has
not otherwise terminated employment are disregarded for purposes of this
paragraph (including for purposes of determining the applicable 36-month (or
shorter) period).

     

    1.16 Trust
or Trust
Agreement

     

     shall
mean the separate agreement or agreements between the Controlling Company and
the Trustee governing the creation of the Trust Fund, and all amendments
thereto, if any.

     

    1.17 Trustee

     

     shall
mean the party or parties so designated from time to time pursuant to the terms
of the Trust Agreement.

     

    1.18 Trust
Fund

     

     shall
mean the total amount of cash and other property held by the Trustee (or any
nominee thereof) at any time under the Trust Agreement.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ARTICLE
II

     

    ELIGIBILITY

     

    


    2.1 Eligibility

     

    .

     

    (a) Participation Upon Effective
Date

     

    .  Each
individual who is a Participant on the day immediately preceding the Effective
Date shall continue as a Participant in the Plan in accordance with the terms of
the Plan.

     

    (b) Participation After
Effective Date

     

    .  An
Eligible Employee shall become a Participant in the Plan, if and
when:

     

    (1) his
compensation exceeds the limitations under Code Section 401(a)(17) on
compensation that may be taken into account under the Pension Plan,
and/or

     

    (2) his
Pension Plan Benefit exceeds the maximum limitations set forth under Code
Section 415 under the Pension Plan.

     

    2.2 Procedures for
Admissions

     

    .

     

    The
Administrative Committee may require a Participant to complete such forms and
provide such data in a timely manner, as the Administrative Committee may
determine it is sole discretion.  Such forms and data may include,
without limitation, the Eligible Employee’s acceptance of the terms and
conditions of the Plan.

     

    2.3 Cessation of
Eligibility

     

    .

     

    (a) Cessation of Eligible
Status

     

    .  Except
as provided in Section 2.4 or unless the Controlling Company specifies
otherwise, an Employee shall cease active participation in the Plan if, as of
any day during a Plan Year, he ceases to satisfy the criteria which qualified
him as an Eligible Employee, in which case he shall not accrue any additional
benefit under the Plan.

     

    (b) Inactive Participant
Status

     

    .  Even
if his active participation in the Plan ends:

     

    (1) An
Employee who has a vested benefit shall remain an inactive Participant in the
Plan until the earlier of (A) the date the Participant receives the full
amount of his vested Accrued Benefit from the Plan (or forfeits such amount), or
(B) the date he again becomes an Eligible Employee and recommences active
participation in the Plan.

     

    (2) A
Participant who has no vested benefit under the Plan but who remains employed by
an Affiliate shall remain an inactive Participant in the Plan until the date he
ceases to be employed by all Affiliates at a time when he has no vested benefit
under the Plan.  If he remains employed by an Affiliate until his
benefit under the Plan vests, the status of his inactive participation shall be
determined under subsection (1) hereof.

     

    (3) An
Employee who has no vested benefit under the Plan and who ceases to be employed
by all Affiliates shall cease to be a Participant upon such cessation of
employment.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2.4 Disability

     

    .

     

    If a
Participant becomes Disabled and he is eligible to continue to receive benefit
accruals under the terms of the Pension Plan, he shall continue to be treated as
an active Participant under the Plan to the limited extent provided in Section
3.2.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ARTICLE
III

     

    ACCRUED
BENEFITS

     

    


    3.1 Determination of Accrued
Benefits

     

    .

     

    A
Participant’s Accrued Benefit as of any date of determination shall be a monthly
benefit expressed as a Life Annuity that is equal to:

     

    (a)           The
monthly benefit that would have been payable to the Participant under the
Pension Plan in the form of a Life Annuity if his benefit under the Pension Plan
were calculated without regard to the applicable limits under Code Sections 415
and 401(a)(17); minus

    


    (b)           The
Pension Plan Benefit expressed in the form of a Life Annuity.

    


    3.2 Time of Calculation of
Accrued Benefits

     

    .

     

    The
amounts under subsection 3.1 and any adjustments under Section 5.3 shall be
calculated at the time the Participant commences payment of benefits under this
Plan, and shall not be recalculated therafter.  A Participant who
becomes Disabled shall be eligible to accrue a Disability Benefit under the Plan
during the period that he is Disabled and is deemed to remain an active
participant in the Pension Plan, but only through the date of calculation of
benefits hereunder.

     

    3.3 Nonduplication of
Benefits

     

    .

     

    If a
Participant becomes reemployed as an employee of an Affiliate after his Benefit
Payment Date, he shall continue to receive payment of his Accrued Benefits from
the Plan, but, at least until he again Separates from Service, the amount of
such payments shall not be increased by any benefits accrued following his
Benefit Payment Date.  In calculating a Participant’s Accrued Benefit
at any time after the Participant’s reemployment, his prior service and earnings
shall be taken into account regardless of whether a prior payment of benefits to
the Participant has been made under the Plan.  However, the
Participant’s Accrued Benefit after returning to service shall be reduced by the
Actuarial Equivalent of any Accrued Benefit that already became payable, so that
the Participant shall not receive a duplication of benefits under the
Plan.  Any additional benefits that accrue hereunder after the
Participant’s original Benefit Payment Date shall be treated as a separate
benefit under the Plan and shall be distributed in accordance with the terms of
Article V.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ARTICLE
IV

     

    VESTING

     

    


    4.1 Time of
Vesting

     

    .

     

    (a) Time of
Vesting

     

    .  Subject
to Section 4.2 below, a Participant’s Accrued Benefit under the Plan shall
become vested and nonforfeitable on the date the Participant becomes entitled to
a vested benefit under the Pension Plan.

     

    (b) Forfeiture Prior to
Vesting

     

    .  For
all periods prior to the date a Participant becomes vested as provided in
Section 4.1, his benefit shall remain forfeitable.  Thus, if a
Participant terminates employment with all Affiliates for any reason prior to
becoming vested under the Plan, his benefit under the Plan shall be immediately
forfeited; provided, if such Participant is reemployed by any Affiliate, such
Participant’s benefit under the Plan shall be reinstated until such time as his
Accrued Benefit becomes nonforfeitable or he again forfeits his benefit by
terminating employment with all Affiliates prior to becoming
vested.

     

    4.2 Combined Vested Benefits Are
Nonforfeitable

     

    .

     

    A
Participant’s combined vested benefits under the Pension Plan and the Plan
generally shall not decrease after the Participant’s benefits under the Plan
become 100 percent vested; provided, the portion of the Participant’s vested
benefits payable under the Plan may decrease over time due to increases in
benefits under the Pension Plan.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ARTICLE
V

     

    PAYMENT OF VESTED ACCRUED
BENEFITS

     

    


    5.1 General

     

    .

     

    A
Participant’s vested Accrued Benefit shall be payable to him in the amount, at
the time and in the form determined in this Article
V.  Notwithstanding anything in this Article to the contrary, (i)
benefits that began to be paid before January 1, 2005, shall continue to be
governed by the terms of the Plan in effect before January 1, 2009; and (ii)
benefits that began to be paid on or after January 1, 2005, and before January
1, 2009, shall continue to be paid in accordance with their terms consistent
with the provisions of the Plan as in effect before January 1, 2009, and in
accordance with the transition rules under Code Section 409A.

     

    5.2 Normal Retirement
Benefit

     

    .

     

    If
payment of a Participant’s vested Accrued Benefit, for a reason other than
death, is to commence or be made as of his Normal Retirement Date, the amount of
his benefit payment(s) shall be equal to his vested Accrued Benefit determined
as of his Normal Retirement Date.

     

    5.3 Early or Delayed
Commencement of Benefit

     

    .

     

    (a) Early
Payment

     

    .  If
payment of all or a portion of a Participant’s vested Accrued Benefit, for a
reason other than death, is to commence or be made on a Benefit Payment Date
that falls on or after his Early Retirement Date but before his Normal
Retirement Date, the amount of his benefit payment(s) with respect to such
Benefit Payment Date shall be equal to his vested Accrued Benefit determined
under Section 3.1 as of his Normal Retirement Date, reduced for early
commencement by reducing such Accrued Benefit in accordance with the early
retirement reduction factors set forth in the Pension Plan, for each whole or
partial month by which such Benefit Payment Date precedes his Normal Retirement
Date.

     

    (b) Delayed
Payment

     

    .  If
payment of all or a portion of a Participant’s vested Accrued Benefit, for a
reason other than death, is to commence or be made on a Benefit Payment Date
that falls after his Normal Retirement Date, the amount of his benefit
payment(s) with respect to such Benefit Payment Date shall be equal to his
vested Accrued Benefit determined under Section 3.1 as of the date benefits are
scheduled to commence. 

     

    5.4 Payment of
Benefits (other
than Death Benefits)

     

    .

     

    (a) Timing of Distribution of Accrued
Benefit

     

    .  A
Participant’s Benefit Payment Date shall be the 30th day
after the later of the date the Participant Separates from Service or the date
the Participant reaches age 62.  Notwithstanding the foregoing, to the
extent required by Code Section 409A, with respect to a Participant who is a Key
Employee on the date he Separates from Service, no payment made on account of
such Participant’s Separation from Service shall be made within 6 months after
the date the Participant Separates from Service.  Any payments
otherwise due during such 6-month period shall be accumulated and paid to the
Employee on the first day of the seventh month after the date of the
Participant’s Separation from Service.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b) Forms of
Payment

     

    .

     

    (1) Normal
Form

     

    .  If
a Participant fails to timely elect a form of payment, his vested Accrued
Benefit payable as of any Benefit Payment Date shall be paid in the form of a
Life Annuity if the Participant does not have a Spouse on his Benefit Payment
Date, or in the form of a Joint and 50% Survivor Annuity with his Spouse as
Joint Annuitant if the Participant is married on his Benefit Payment
Date.

     

    (2) Optional Forms of
Payments

     

    .  A
Participant may elect to have his vested Accrued Benefit paid in any of the
following forms of payment:

     

    (A) Life
Annuity;

     

    (B) Joint and
Survivor Annuity (25%, 50%, 75% or 100%); or

     

    (C) Life
Annuity with Ten Years Certain.

     

    (c) Cash-Out Payment of
Benefit

     

    .

     

    (1) Discretionary
Cash-Out.  If at any time the benefit payable hereunder with
respect to a Participant has an Actuarial Equivalent single-sum value which is
less than or equal to the applicable dollar amount under Code Section
402(g)(1)(B), the Administrative Committee may elect, in its sole discretion, to
pay such benefit in an immediate single-sum payment.  For purposes of
this provision, any deferrals of compensation under any other nonqualified
deferred compensation plan maintained by a member of the Controlled Group that
is not an “account balance plan” shall be considered as part of the
Participant’s Accrued Benefit hereunder.  Any exercise of the
Administrative Committee’s discretion pursuant to this subsection shall be
evidenced in writing no later than the date of the distribution.

     

    (2) Mandatory
Cash-Out.  Notwithstanding anything in subsections (a) or (b)
or a Participant’s election to the contrary, if a Participant’s total vested
Accrued Benefit has an Actuarial Equivalent single-sum value less than $15,000
on the date of the Participant’s Separation from Service, such Participant’s
Accrued Benefit shall be distributed in a single lump-sum payment 30 days after
the date of the Participant’s Separation from Service.

     

    (3) 6-Month
Delay.  Notwithstanding the foregoing, to the extent required
by Code Section 409A, with respect to a Participant who is a Key Employee on the
date he Separates from Service, no payment under this subsection made on account
of such Participant’s Separation from Service shall be made within 6 months
after the date the Participant Separates from Service.

     

    (d) Cash
Payments

     

    .  All
benefit payments hereunder shall be made in cash.

     

    (e) Calculation of
Benefit

     

    .  The
amount of any benefit paid under the Plan shall be calculated in the same manner
and using the same actuarial and other factors as apply under the Pension Plan
for the form selected.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    5.5 Offset for Obligations to
the Controlling Company

     

    .

     

    Notwithstanding
anything in the Plan to the contrary, if a Participant or beneficiary has any
outstanding obligation to any Affiliate (whether or not such obligation is
related to the Plan), the Administrative Committee may cause the Accrued Benefit
of such Participant or beneficiary to be reduced and offset by, and to be
applied to satisfy, the amount of such obligation; however, no such offset will
apply to the extent that such offset would constitute an acceleration of the
payment of benefits under the Plan, unless the following requirements are met:
(i) the debt owed to the Affiliate was incurred in the ordinary course of the
relationship between the Participant and the Affiliate, (ii) the entire amount
of offset to which this sentence applies in a single taxable year does not
exceed $5,000, and (iii) the offset must occur at the same time and in the same
amount as the debt otherwise would have been due and collected from the
Participant or beneficiary.

     

    5.6 Taxes

     

    .

     

    (a) Before Benefits Become
Payable

     

    .  If
the whole or any part of any Participant’s or beneficiary’s benefit hereunder
shall become subject to the FICA tax imposed under Code Sections 3101, 3121(a)
and 3121(v)(2), or any state, local or foreign tax obligations, which the
Company shall be required to pay or withhold prior to the time the benefit
becomes payable hereunder, the Company shall have the full power and authority
to withhold and pay such tax, together with the related income taxes as
permitted under Code Section 409A, out of any monies or other property that the
Company holds for the account of the Participant or beneficiary whose interests
hereunder are so affected (including, without limitation, by reducing and
offsetting the Participant’s or beneficiary’s Accrued Benefit).

     

    (b) After Benefits Become
Payable

     

    .  If
the whole or any part of any Participant’s or beneficiary’s benefit hereunder
shall become subject to any estate, inheritance, income, employment or other tax
which the Participating Company shall be required to pay or withhold at a time
when benefits are payable under the Plan, the Participating Company shall have
the full power and authority to withhold and pay such tax out of any monies or
other property in its hand for the account of the Participant or beneficiary
whose interests hereunder are so affected (including, without limitation, by
reducing and offsetting the Participant’s or beneficiary’s Accrued Benefit, but
excluding, except as provided in the preceding subsection, any Plan benefits
that are not then payable).

     

    5.7 Errors and Omissions in
Benefits

     

    .

     

    If an
error or omission is discovered in the computation of any benefit payable to a
Participant or beneficiary, the Administrative Committee, in its sole
discretion, may cause appropriate, equitable adjustments to be made as soon as
administratively practicable following the discovery of such error or omission,
subject to the restrictions of Code Section 409A.

     

    5.8 Payment
Acceleration

     

    .

     

    Except as
permitted under Code Section 409A, no payment scheduled to be made under this
Article may be accelerated.  

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
The
Administrative Committee, in its sole discretion, may accelerate any payment
scheduled to be made under this Article in accordance with Code Section 409A
(for example, upon certain terminations of the Plan, qualified domestic
relations orders, payment upon income inclusion under Code Section 409A, limited
cashouts or to avoid certain conflicts of interest); provided, a Participant may
not elect whether his scheduled payment will be accelerated pursuant to this
sentence.

    

     

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ARTICLE
VI

     

    DEATH
BENEFITS

     

    


    6.1 Death Benefit Prior to
Commencement

     

    .

     

    (a) Timing and
Amount

     

    .  If
a Participant who has become vested in his Accrued Benefit dies before his
Benefit Payment Date, a death benefit shall be paid to his Surviving Spouse, if
any.  The Benefit Payment Date for such death benefit shall be the
30th
day after the date of the Participant’s death.  The amount of the
death benefit that his Surviving Spouse is entitled to receive shall be the
Actuarial Equivalent of:

     

    (1) The
monthly survivor benefit that would have been payable to the Surviving Spouse
under the Pension Plan if the Participant’s benefit under the Pension Plan were
calculated without regard to the applicable limits under Code Sections 415 and
401(a)(17); minus

     

    (2) The
monthly survivor benefit payable upon the Participant’s death before his Benefit
Commencement Date under the terms of the Pension Plan.

     

    The
amounts under subsections (1) and (2) shall be calculated at the time the
Surviving Spouse commences benefits under this Plan, and shall not be
recalculated thereafter.  If the Participant reached his Benefit
Commencement Date under the Pension Plan prior to his death, the amounts under
subsections (1) and (2) shall be calculated under the terms of the Pension Plan
as if the Surviving Spouse is entitled to such a preretirement survivor benefit
under the Pension Plan (i.e., by assuming that
benefits under the Pension Plan had not commenced).

     

    (b) Form of Death
Benefits

     

    .  Subject
to Section 5.4(c)(1), death benefits payable under this Section shall be paid to
the Participant’s Surviving Spouse in the form of a Life
Annuity.  Notwithstanding the foregoing, if the Surviving Spouse’s
total benefit has an Actuarial Equivalent single-sum value less than $15,000 on
the date of the Participant’s death, such benefit shall be distributed in a
single lump-sum payment 30 days after the date of the Participant’s
death.

     

    6.2 Death Benefit After
Commencement

     

    .

     

    If a
Participant dies after commencing payment of his vested Accrued Benefit, the
death benefit shall be the benefit (if any) payable in accordance with the form
of benefit in effect under Section 5.4.

     

    6.3 Forfeiture of Benefits At
Death

     

    .

     

    At the
Participant’s death, the value of any portion of the Participant’s vested
Accrued Benefit not paid as a death benefit under this Article shall be
forfeited.  Upon 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
the death
of a Participant’s Surviving Spouse or Joint Annuitant after the Participant’s
death, the value of any portion of the Participant’s vested Accrued Benefit that
otherwise would have been used to make continuing survivor annuity payments
shall be forfeited.  If a Joint Annuitant to whom a survivor annuity
is payable dies prior to the commencement of the survivor annuity, no survivor
annuity payments shall be made.

    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ARTICLE
VII

     

    CLAIMS

     

    


    7.1 Rights

     

    .

     

    If a
Participant or beneficiary has any grievance, complaint or claim concerning any
aspect of the operation or administration of the Plan, including but not limited
to claims for benefits (collectively referred to herein as “claim” or “claims”),
the claimant shall submit the claim in accordance with the procedures set forth
in this Article.  All such claims must be submitted within the
“applicable limitations period.”  The “applicable limitations period”
shall be 2 years, beginning (i) in the case of any lump-sum payment, on the date
on which the payment was made, (ii) in the case of a periodic payment, the date
of the first in the series of payments, or (iii) for all other claims, on the
date on which the action complained of occurred.  Additionally, upon
denial of an appeal pursuant to Section 7.3 hereof, a Participant or beneficiary
shall have 90 days within which to bring suit against the Plan for any claim
related to such denied appeal; any such suit initiated after such 90-day period
shall be precluded.

     

    7.2 Procedure

     

    .

     

    Claims
for benefits under the Plan may be filed with the Administrative Committee on
forms or in such other written documents as the Administrative Committee may
prescribe.  The Administrative Committee shall furnish to the claimant
written notice of the disposition of a claim within 90 days after the
application therefor is filed; provided, if special circumstances require an
extension of time for processing the claim, the Administrative Committee shall
furnish written notice of the extension to the claimant prior to the end of the
initial 90-day period, and such extension shall not exceed one additional,
consecutive 90-day period.  In the event the claim is denied, the
notice of the disposition of the claim shall provide the specific reasons for
the denial, citations of the pertinent provisions of the Plan, an explanation as
to how the claimant can perfect the claim and/or submit the claim for review
(where appropriate), and a statement of the claimant’s right to bring a civil
action under ERISA Section 502(a) following an adverse determination on
review.

     

    7.3 Appeal

     

    .

     

    Any
Participant or beneficiary who has been denied a benefit shall be entitled, upon
request to the Administrative Committee, to appeal the denial of his
claim.  The claimant (or his duly authorized representative) may
review pertinent documents related to the Plan and in the Administrative
Committee’s possession in order to prepare the appeal.  The request
for review, together with a written statement of the claimant’s position, must
be filed with the Administrative Committee no later than 60 days after receipt
of the written notification of denial of a claim provided for in Section
7.2.  The Administrative Committee’s decision shall be made within 60
days following the filing of the request for review and shall be communicated in
writing to the claimant; provided, if special circumstances require an extension
of time for processing the appeal, the Administrative Committee shall furnish
written notice of the extension to the claimant prior to the end of the initial
60-day period, and such extension shall not exceed one additional 60-day
period.  If unfavorable, the notice of the decision shall explain the
reasons for denial, indicate the provisions of the Plan or other documents used
to arrive at the decision and state the claimant’s right to bring a civil action
under ERISA Section 502(a).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    7.4 Satisfaction of
Claims

     

    .

     

    Any
payment to a Participant or beneficiary, all in accordance with the provisions
of the Plan, shall to the extent thereof be in full satisfaction of all claims
hereunder against the Administrative Committee and all Participating Companies,
any of whom may require such Participant or beneficiary as a condition to such
payment to execute a receipt and release therefor in such form as shall be
determined by the Administrative Committee or the Participating
Companies.  If receipt and release is required but the Participant or
beneficiary (as applicable) does not provide such receipt and release in a
timely enough manner to permit a timely distribution in accordance with the
general timing of distribution provisions in the Plan, such payment shall be
forfeited.

     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ARTICLE
VIII

     

    SOURCE OF
FUNDS

     

    


    8.1 Source of
Funds

     

    .

     

    (a) Allocation Among
Participating Companies

     

    .  The
obligation to pay benefits hereunder shall be the obligation of the
Participating Companies whose Employees are Participants entitled to benefits
hereunder.  However, to the extent that funds placed in a Trust (as
described in 8.2) and allocable to the benefits payable under the Plan are
sufficient, the Trust assets may be used to pay benefits under the
Plan.  If such Trust assets are not sufficient to pay all benefits due
under the Plan, then the appropriate Participating Company shall have the
obligation, and the Participant or beneficiary who is due such benefits shall
look to such Participating Company to provide such
benefits.  Notwithstanding the foregoing, the Controlling Company in
its sole discretion shall have the authority to allocate the total liability to
pay benefits under the Plan among the Participating Companies in such manner and
amounts as it deems appropriate.

     

    (b) General
Creditors

     

    .  Except
to the extent provided from the Trust as described in this Article, each of the
Controlling Company and Participating Companies shall provide the benefits
described in the Plan and allocable to such entity pursuant to the terms of
subsection (a) hereof from its general assets.  The Controlling
Company’s and Participating Companies’ obligations to pay benefits under the
Plan constitute mere promises of the Controlling Company and the Participating
Companies to pay such benefits; and a Participant or beneficiary shall be and
remain no more than an unsecured, general creditor of the Controlling Company
and Participating Companies.

     

    8.2 Trust

     

    .

     

    To the
extent that the Controlling Company uses a Trust to fund benefits hereunder, the
following provisions shall apply:

     

    (a) Establishment

     

    .  To
the extent determined by the Controlling Company, the Participating Companies
shall transfer to the Trustee the funds necessary to fund benefits accrued
hereunder to the Trustee to be held and administered by the Trustee pursuant to
the terms of the Trust Agreement.

     

    (b) Distributions

     

    .  Pursuant
to the Trust Agreement, the Trustee shall make payments to Plan Participants and
beneficiaries in accordance with a payment schedule provided by a Participating
Company.  The Participating Company shall make provisions for the
reporting and withholding of any federal, state or local taxes that may be
required to be withheld with respect to the payment of benefits pursuant to the
terms of the Plan and shall pay amounts withheld to the appropriate taxing
authorities or determine that such amounts have been reported, withheld and paid
by the Participating Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c) Status of the
Trust

     

    .  No
Participant or beneficiary shall have any interest in the assets held by the
Trust or in the general assets of the Participating Companies other than as a
general, unsecured creditor.  Accordingly, a Participating Company
shall not grant a security interest in the assets held by the Trust in favor of
the Participants, beneficiaries or any creditor.

     

    8.3 Funding Prohibited Under
Certain Circumstances

     

    .

     

    Notwithstanding
anything in this Article to the contrary, no assets will be set aside to fund
benefits under the Plan if such setting aside would be treated as a transfer of
property under Code Section 83 pursuant to Code Section 409A(b).

     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ARTICLE
IX

     

    ADMINISTRATION

     

    


    9.1 Action

     

    .

     

    Action of
the Administrative Committee may be taken with or without a meeting of committee
members; provided, action shall be taken only upon the vote or other affirmative
expression of a majority of the committee members qualified to vote with respect
to such action.  If a member of the committee is a Participant or
beneficiary, he shall not participate in any decision which solely affects his
own benefit under the Plan.  For purposes of administering the Plan,
the Administrative Committee shall choose a secretary who shall keep minutes of
the committee’s proceedings and all records and documents pertaining to the
administration of the Plan.  The secretary may execute any certificate
or any other written direction on behalf of the Administrative
Committee.

     

    9.2 Rights and Duties of the
Administrative Committee

     

    .

     

    The
Administrative Committee shall administer the Plan and shall have all the powers
necessary to accomplish that purpose, including (but not limited to) the
following:

     

    (a)           To
construe, interpret and administer the Plan;

    


    (b)           To
make determinations required by the Plan, and to maintain records regarding
Participants’ and beneficiaries’ benefits hereunder;

    


    (c)           To
compute and certify to the Participating Companies the amount and kinds of
benefits payable to Participants and beneficiaries, and to determine the time
and manner in which such benefits are to be paid;

    


    (d)           To
authorize all disbursements by the Participating Companies pursuant to the
Plan;

    


    (e)           To
maintain all the necessary records of the administration of the
Plan;

    


    (f)           To
make and publish such rules for the regulation of the Plan as are not
inconsistent with the terms hereof;

    


    (g)           To
have all powers elsewhere conferred upon it;

    


    (h)           To
appoint a Trustee hereunder (if applicable);

    


    (i)           To
delegate to other individuals or entities from time to time the performance of
any of its duties or responsibilities hereunder; and

    


    (j)           To
hire agents, accountants, actuaries, consultants and legal counsel to assist in
operating and administering the Plan.

    


    The
Administrative Committee shall have the exclusive right to construe and
interpret the Plan, to decide all questions of eligibility for benefits and to
determine the amount of such benefits, and its decisions on such matters shall
be final and conclusive on all parties.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    9.3 Compensation, Indemnity and
Liability

     

    .

     

    The
Administrative Committee and its members shall serve as such without bond and
without compensation for services hereunder.  All expenses of the
Administrative Committee shall be paid by the Participating
Companies.  No member of the Administrative Committee shall be liable
for any act or omission of any other member of the Administrative Committee, nor
for any act or omission on his own part, except with regard to his own willful
misconduct.  The Participating Companies shall indemnify and hold
harmless the Administrative Committee and each member thereof against any and
all expenses and liabilities, including reasonable legal fees and expenses,
arising out of his membership on the Administrative Committee, excepting only
expenses and liabilities arising out of his own willful misconduct.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ARTICLE
X

     

    AMENDMENT AND
TERMINATION

     

    


    10.1 Amendments

     

    .

     

    The Board
or the Administrative Committee shall have the right, in its sole discretion, to
amend the Plan in whole or in part at any time and from time to time; provided,
any amendment that may materially increase costs under the Plan or materially
affect Participants’ benefits under the Plan must be approved by the
Board.  Any amendment shall be in writing and executed by a duly
authorized officer of the Controlling Company or a member of the Administrative
Committee.  An amendment to the Plan may modify its terms in any
respect whatsoever; provided, without the affected Participant’s written consent
no amendment may decrease the level of benefits which a Participant or
beneficiary would be entitled to receive under Article III, if he Separated from
Service with all Affiliates on the later of (i) the date such amendment is
adopted, or (ii) the date such amendment is effective.  All
Participants and beneficiaries shall be bound by such amendment.

     

    10.2 Termination or Freezing of
Plan

     

    .

     

    (a) Freezing

     

    .  The
Controlling Company, through action of the Board, reserves the right to
discontinue and freeze the Plan at any time, for any reason.

     

    (b) Termination

     

    .  The
Controlling Company, through action of the Board, reserves the right to
discontinue and terminate the Plan at any time, for any reason, subject to the
restrictions provided under Code Section 409A.  If the Plan is
terminated, such termination shall not have the effect of decreasing the level
of benefits which a Participant would be entitled to receive under
Article III, if he Separated from Service with all Affiliates on the later
of (i) the date the resolution to terminate and discontinue the Plan is
adopted, or (ii) the date the termination and discontinuance is
effective.  If the Plan is terminated, each Participant shall become
100 percent vested in the Actuarial Equivalent of his Accrued Benefit determined
as of the date of such termination.  Such termination shall be binding
on all Participants and beneficiaries.

     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ARTICLE
XI                                

     

    MISCELLANEOUS

     

    


    11.1 Taxation

     

    .

     

    It is the
intention of the Controlling Company that the benefits payable hereunder shall
not be deductible by the Participating Companies nor taxable for federal income
tax purposes to Participants or beneficiaries until such benefits are paid by
the Participating Companies, or the Trust, as the case may be, to such
Participants or beneficiaries.  Without limiting the foregoing, it is
intended that the Plan meet the requirements of Code Section 409A and the
Administrative Committee shall use its reasonable best efforts to interpret and
administer the Plan in accordance with such requirements.

     

    11.2 No Employment
Contract

     

    .

     

    Nothing
herein contained is intended to be nor shall be construed as constituting a
contract or other arrangement between a Participating Company and any
Participant to the effect that the Participant will be employed by a
Participating Company for any specific period of time.

     

    11.3 Headings

     

    .

     

    The
headings of the various articles and sections in the Plan are solely for
convenience and shall not be relied upon in construing any provisions
hereof.  Any reference to a section shall refer to a section of the
Plan unless specified otherwise.

     

    11.4 Gender and
Number

     

    .

     

    Use of
any gender in the Plan shall be deemed to include both genders when appropriate,
and use of the singular number shall be deemed to include the plural when
appropriate, and vice versa in each instance.

     

    11.5 Assignment of
Benefits

     

    .

     

    The right
of a Participant or beneficiary to receive payments under the Plan shall not be
anticipated, alienated, sold, assigned, transferred, pledged, encumbered,
attached or garnished by creditors of such Participant or beneficiary, except by
will or by the laws of descent and distribution and then only to the extent
permitted under the terms of the Plan.  Notwithstanding the foregoing,
upon receipt of a valid qualified domestic relations order (determined in
accordance with the rules applicable to a tax-qualified retirement plan under
Code Section 401(a)) requiring the distribution of all or a portion of a
Participant’s Accrued Benefit to an alternate payee, the Administrative
Committee shall cause the Participating Companies to pay a distribution to such
alternate payee.

     

    11.6 Legally
Incompetent

     

    .

     

    The
Administrative Committee, in its sole discretion, may direct that payment to be
made to an incompetent or disabled person, whether because of minority or mental
or physical disability, to the guardian of such person or to the person having
custody of such person, without further liability on the part of any Affiliate
for the amount of such payment to the person on whose account such payment is
made.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    11.7 Governing
Law

     

    .

     

    The Plan
shall be construed, administered and governed in all respects in accordance with
applicable federal law (including ERISA) and, to the extent not preempted by
federal law, in accordance with the laws of the State of Georgia.  If
any provisions of this instrument shall be held by a court of competent
jurisdiction to be invalid or unenforceable, the remaining provisions hereof
shall continue to be fully effective.

     

    


    IN
WITNESS WHEREOF, the Controlling Company has caused the Plan to be executed by
its duly authorized officer on the date written below.

    


    


    AGL RESOURCES INC.

    


    


    By:                                                                           

    


    Name:                                                                           

    


    Title:

    


    December _______, 2008