exhibit_10-1f.htm


    
      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit 10.1.f

     

    SECOND
AMENDMENT TO THE

    AGL
RESOURCES INC.

    2006
NON-EMPLOYEE DIRECTORS EQUITY COMPENSATION PLAN

     

    This
Second Amendment to the AGL Resources Inc. 2006 Non-Employee Directors Equity
Compensation Plan (the “Plan”), is made and entered into this ____ day of
December, 2008, by AGL Resources Inc. (the “Company”).

     

    W I T N E S S E T
H:

    


    WHEREAS,
the Company adopted the Plan for the purposes set forth therein;
and

     

    WHEREAS,
pursuant to Section 10 of the Plan, the Board of Directors of the Company
has the right to amend the Plan with respect to certain matters;
and

     

    WHEREAS,
the Board of Directors has approved and authorized this Amendment to the
Plan;

     

    NOW,
THEREFORE, BE IT RESOLVED, that the Plan is hereby amended, effective as of the
date hereof, in the following particulars; and

    


    FURTHER
RESOLVED, that this Second Amendment shall be effective with respect to all
awards outstanding under the Plan as of the date hereof.

     

    1.

    


    The Plan is hereby amended, effective
as of December ___, 2008, by deleting the current definition of “Change in
Control” in Section 3 of the Plan and replacing it with the
following:

    


    “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 the Plan 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 the Plan may be more restrictive in certain respects than the
definition contained in Treasury Regulation Section
1.409A-3(i)(5).”

    


    2.

    


    Except as specifically set forth
herein, the terms of the Plan shall remain in full force and
effect.

    


    


    


    IN WITNESS WHEREOF, the Company has
caused this Second Amendment to the Plan to be executed by its duly authorized
officer as of the date first above written.

    


    AGL RESOURCES INC.

    


    


    


    By: