exhibit_10-1l.htm


    
      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit 10.1.l

     

    FIFTH
AMENDMENT TO THE

    AGL
RESOURCES INC.

    1998
COMMON STOCK EQUIVALENT PLAN

    FOR
NON-EMPLOYEE DIRECTORS

     

    This
Fifth Amendment to the AGL Resources Inc. 1998 Common Stock Equivalent Plan for
Non-Employee Directors (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 8 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:

    


    1.

    


    Section
2(d) is hereby amended, effective as of December __, 2008, by deleting that
section in its entirety and substituting in lieu thereof the
following:

    


    “(d)           “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.

    


    Section
2(n) is hereby amended, effective as of December __, 2008, by deleting that
section in its entirety and substituting in lieu thereof the
following:

    


    “(n)           “Termination
of Service” shall mean a “separation from service” with the Company (by death,
retirement or otherwise) as defined in Treasury Regulation Section
1.409A-1(h).”

    


    3.

    


    Section 3
is hereby amended, effective as of December __, 2008, by adding the following as
the second sentence of such section:

    


    “Notwithstanding
the foregoing, in the first calendar year a Participant becomes eligible to
participate in the Plan, he or she may submit a deferral election within thirty
(30) days of the date he or she becomes eligible to participate in the Plan with
respect to Compensation for the calendar year in which the Participant becomes
eligible to participate in the Plan. Such election shall only apply to
Compensation earned prospectively. This exception for the initial year of
eligibility shall apply only to the extent the Participant is not already
eligible to participate in a different deferred compensation plan of the same
type as determined by Treasury Regulation. 1.409A-1(c)(2).”

    


    4.

    


    Section 7
is hereby amended, effective as of December __, 2008, by deleting that section
in its entirety and substituting in lieu thereof the following:

    


    “7.           Payment of Deferred
Amounts.

    


    (a)           Upon
a Participant’s Termination of Service, or upon a Change in Control of the
Company, a Participant’s Account Balance shall be paid to him or her (or, in the
event of the Participant’s death, to the Participant’s
Beneficiary).

    


    (b)           The
Participant shall elect, on his or her initial election form, to be paid his or
her Account Balance in either (i) five annual cash installments; or (ii) one
cash lump sum payment.  Such election shall be
irrevocable.  Notwithstanding the foregoing, the Company may, but is
not required to, permit a Participant to change his initial election to change
the method of payment of his or her Account Balance, in accordance with the
following: (i) the Participant must change his election not less than twelve
(12) months before a scheduled payment; (ii) the first payment with respect to
such changed election must be deferred at least five (5) years from the date
such payment would otherwise have been made; and (iii) the election shall not
become effective for twelve (12) months.  The change of election shall
be made on a form provided by the Company.

    


    (c)           Payment
of a Participant’s Account Balance shall commence within thirty (30) days of a
Participant’s Termination of Service or Change in Control.  In
converting a Participant’s CSEs in his or her Account into cash for payment
purposes, such conversion shall be made on each payment date to the Participant
based on the then current Fair Market Value of the shares of Common Stock
reflected in the Participant’s Account.”

    


    5.

    


    The Plan
is hereby amended, effective as of December __, 2008, by adding the following
new section 16:

    


    “16.           Special Provisions Related
to Section 409A of the Code.  It
is intended that the payments and benefits provided under the Plan shall either
be exempt from the application of, or comply with, the requirements of Section
409A of the Code.  The Plan shall
be construed in a manner that effects such intent.  Nevertheless, the
tax treatment of the benefits provided under the Plan is not warranted or guaranteed.  Neither the
Company, its affiliates nor their respective directors, officers, employees or
advisers shall be held liable for any taxes, interest, penalties or other
monetary amounts owed by any Participant or other taxpayer as a result of the Plan.”

    


    6.

    


    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 Fifth Amendment to the Plan to be executed by its duly authorized
officer as of the date first above written.

    


    


    AGL
RESOURCES INC.

    


    


    


    By: