exhibit_10-1av.htm


    
      




      
      


      
    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    Exhibit 10.1.av


    


    


    


    


    


    


    


    


    


    


    


    AGL
RESOURCES INC.

    NONQUALIFIED
SAVINGS PLAN

     

    


     

    


     

    As
Amended and Restated Effective January 1, 2009

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      Table
of Contents

       

                                                      
                                                           Page

       

      
        	 	 STATEMENT
      OF PURPOSE	
                                       1

              
	 	 	 
	 	 STATEMENT
      OF AGREEMENT	                                       1
	 	 	 
	
                 
      

              	
                Article
      i Definitions 

              	
                                                      
          2

              


      

       

      
        	
                 
      

              	
                1.1     
      1934 Act                                                                     2     

              


      

      
        
          	
                   
      

                	
                  1.2     
      Account                                                                    
      2

                
	 	1.3     
      Active Participant                                                             2     
	 	1.4     
      Administrative Committee                                                          
      2     
	 	

                  1.5      Affiliate 
                                                                           2     

                
	 	1.6      Aggregate
      Arrangements                                                        2     
	 	

                  1.7     
      Before-Tax Account                                                             2     

                
	 	

                  1.8     
      Before-Tax Contributions                                                        2     

                
	 	

                  1.9     
      Beneficiary                                                                     2     

                
	 	

                  1.10    Board    
                                                                           2     

                
	 	

                  1.11    Bonus   
                                                                           3     

                
	 	

                  1.12    Bonus Compensation   
                                                                3     

                
	 	

                  1.13    Bonus
      Deferral Election                                                          3     

                
	 	

                  1.14    Break
      in Service                                                                       
      3     

                
	 	

                  1.15    Change
      in Control                                                            3     

                
	 	

                  1.16    Code     
                                                                           4     

                


           

          
            
              i

            

            
              
              

              
                

              

            

            
              
              

            

          

          	 	

                  1.17    Company
      Stock                                                                4     

                
	 	

                  1.18    Compensation                                                                   4     

                
	 	

                  1.19    Contributions
                                                                         5     

                
	 	

                  1.20    Controlling
      Company                                                               5     

                
	 	

                  1.21    Covered
      Employee                                                                5     

                
	 	

                  1.22    Deferred
      Election                                                              5     

                
	 	

                  1.23    Disabled                                                                     5     

                
	 	

                  1.24    Effective
      Date  
                                                                       5     

                
	 	

                  1.25    Employee  
                                                                       5     

                
	 	

                  1.26    Entry
      Date                                                                      5     

                
	 	

                  1.27    Hour of
      Service                                                                 6     

                
	 	

                  1.28    Investment
      Committee                                                             7     

                
	 	

                  1.29    Investment Fund
      or Funds                                                         7     

                
	 	

                  1.30    Key
      Employee                                                                   7     

                
	 	         (a)    Included
      Compensation Items for Determining Key Employees                               
      7
	 	        
      (b)    Excluded
      Compensation Items for Determining Key Employees                               
      8
	 	

                  1.31    Leave
      of Absence                                                             8     

                
	 	

                  1.32    Matching Account                                                                  
      9     

                
	 	

                  1.33    Matching
      Contributions                                                          9     

                
	 	

                  1.34    Maternity or
      Paternity Leave                                                                 
      9     

                
	 	

                  1.35    Normal
      Retirement Age                                                        9     

                
	 	

                  1.36    Participant                                                                             
      9     

                
	 	

                  1.37    Participating
      Company                                                            9     

                
	 	

                  1.38    Performance
      Based Bonus                                                          9     

                
	 	

                  1.39    Plan                                                                    10           

                
	 	

                  1.40    Plan
      Year                                                                  
      10    

                
	 	

                  1.41    Retirement
      Savings Plan Plus or RSP                                                  
      10        

                
	 	

                  1.42    Separate from
      Service or Separation from Service                                          10

                
	 	        (a)    Leaves
      of Absence                                                    10
	 	        (b)    Status
      Change                                                           
      11 
	 	        (c)    Termination of
      Employment                                                    
      11 
	 	

                  1.43    Spouse
      or Surviving Spouse                                                        
      11

                
	 	

                  1.44    Trust
      or Trust Agreement                                                             
      11

                
	 	

                  1.45    Trustee                                                                  12  

                
	 	

                  1.46    Trust
      Fund                                                                12     

                
	 	

                  1.47    Valuation
      Date                                                              12     

                
	 	

                  1.48    Year of
      Vesting Service                                                          
      12   

                


        

      

       

      
        	
                 
      

              	
                Article
      II Eligibility                                                           
      13

              


      

       

      
        	
                 
      

              	
                2.1     
      Initial Eligibility Requirements                                                           
      13

              


      

      
        	
                 
      

              	
                        (a)    General
      Rule                                                         13

              


      

      
        	
                 
      

              	
                        (b)    New
      Participating Companies                                                  
      13

              


      

      
        	
                 
      

              	
                2.2     
      Subsequent Eligibility Requirements  
                                                                13

              


      

      
        	
                 
      

              	
                2.3
          
      Treatment of Interruption of Service                                                    
    13

              


      

      
        
          	
                   
      

                	
                  
                            (a)    Leave
      of Absence                                                       13

                  

                
	 	

                          (b)    Reparticipation
      Upon Reemployment                                          13

                


        

      

      
        	
                 
      

              	
                2.4     
      Change in Status                                                                      
      14

              


      

      
        
        

      

       

      
        	
                 
      

              	
                Article
      III Contributions                                       
                                  15

              


      

       

      
        	
                 
      

              	
                3.1    Before
      Tax Contributions                                                          
    15

              


      

      
        	
                 
      

              	
                        (a)    Before-Tax
      Contributions                                                  
      15

              


      

      
        	
                 
      

              	
                        (b)    Deferral
      Elections                                                        
      15

              


      

      
        	
                 
      

              	
                    (1)    Effective
      Date                                                            15

              


      

      
        	
                 
      

              	
                        (A)        General                                                              15

              


      

      
        	
                 
      

              	
                        (B)        
      Deferrals for New Participants                                          16

              


      

      
        	
                 
      

              	
                        (C)         Bonus
      Deferrals                                                  16

              


      

      
        	
                 
      

              	
                    (2)    Terms,
      Modifications and Revocation                                              16

              


      

      
        	
                 
      

              	
                3.2    Matching
      Contributions                                                                     
      17

              


      

      
        
        

      

      
        
        

      

       

      
        	
                 
      

              	
                Article
      IV Participants' Accounts; Crediting and Allocation                                                          
      19

              


      

       

      
        
          	
                   
      

                	
                  4.1    Establishment
      of Participants' Accounts                                                                         
      19

                
	 	4.2    Allocation and
      Crediting of Before-Tax and Matching Contributions                                
19
	 	4.3    Allocation and
      Crediting of Investment Experience                                               
      19
	 	4.4    Notice
      to Participants of Account Balances                                                    
      19


        

      

       

      
        
          ii

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                 
      

              	
                Article
      V Investment of Accoutns                                                          20

              


      

       

      
        	
                 
      

              	
                5.1    Establishment
      of Trust Fund                                                         
      20

              


      

      
        	
                 
      

              	
                        (a)    Rabbi
      Trust                                                           
      20

              


      

      
        	
                 
      

              	
                        (b)    Trust
      Required Upon Change in Control                                         
      20

              


      

      
        	
                 
      

              	
                        (c)    No
      Funding During Restricted Period                                              
      20

              


      

      
        	
                 
      

              	
                5.2    Investment
      Funds                                                               
      20

              


      

      
        	
                 
      

              	
                        (a)    Composition of
      Investment Committee                                            
      20

              


      

      
        	
                 
      

              	
                        (b)    Investment
      Committee Procedures                                            20

              


      

      
        	
                 
      

              	
                        (c)    Investment
      Committee Powers and Duties                                       21

              


      

      
        	
                 
      

              	
                        (d)    Investment Plan
      Contributions                                              21

              


      

      
        	
                 
      

              	
                      (1)    Named
      Investment Funds                                                        
      21

              


      

      
        	
                 
      

              	
                      (2)    Other
      Investment Funds                                                    21

              


      

      
        	
                 
      

              	
                      (3)    Reinvestment of
      Cash Earnings                                                21

              


      

      
        	
                 
      

              	
                5.3     Investment
      Procedures                                                            21

              


      

      
        	
                 
      

              	
                        (a)    Investment of
      Future Contributions                                           22

              


      

      
        	
                 
      

              	
                        (b)    Investment of
      Existing Account Balances                                        22

              


      

      
        	
                 
      

              	
                        (c)    Conditions
      Applicable to Elections                                            22

              


      

      
        	
                 
      

              	
                        (d)    Compliance with
      Securities Exchange Commission Rule 16-b3                             22

              


      

      
        	
                 
      

              	
                5.4    Acquisition of
      Company Stock                                                          
      23

              


      

      
        	
                 
      

              	
                        (a)    In
      General                                                               
      23

              


      

      
        	
                 
      

              	
                        (b)    Stock
      Rights, Warrants or Options                                            23

              


      

      
        	
                 
      

              	
                5.5    Value
      of Assets                                                                    
      23

              


      

      
        
        

      

      
        
        

      

      
        
        

      

       

      
        	
                 
      

              	
                Article
      VI Vesting in Accounts                                                             
      24

              


      

       

      
        	
                 
      

              	
                6.1    General
      Vesting Rule                                                            24

              


      

      
        	
                 
      

              	
                6.2    Vesting
      Upon Other Occurences                                                              
      24

              


      

      
        	
                 
      

              	
                6.3    Timing
      of Forfeitures        
                                                                        
      24

              


      

      
        
        

      

      
        
        

      

      
        
        

      

      
        
        

      

      
        
        

      

      
        
        

      

      
        
        

      

      
        
        

      

       

      
        	
                 
      

              	
                Article
      VII Payment of Benefits                                                            25

              


      

       

      
        	
                 
      

              	
                7.1    Amount
      of Benefit Payments                                                             
      25

              


      

      
        	
                 
      

              	
                7.2    Timing
      and Form of Distribution                                                       
      25

              


      

      
        	
                 
      

              	
                        (a)    Timing
      of Distributions                                                       
      25

              


      

      
        	
                 
      

              	
                        (b)    Form of
      Distribution                                                    
    25

              


      

      
        	
                 
      

              	
                      (1)    Single-Sum
      Payment                                                          
      25

              


      

      
        	
                 
      

              	
                      (2)    Alternative
      Forms of Payment                                                 
      25

              


      

      
        	
                 
      

              	
                        (A)        Election of
      Alternative Payment Form                                      25

              


      

      
        	
                 
      

              	
                        (B)         Timing
      of Election                                                   
      26

              


      

      
        	
                 
      

              	
                        (C)        
      Installation Payments                                                26

              


      

      
        	
                 
      

              	
                         (c)    Modifications
      of Form and Timing                                             26

              


      

      
        	
                 
      

              	
                      (1)    Availability of
      Election                                                      26

              


      

      
        	
                 
      

              	
                      (2)    Delay in
      Payment Date                                                      27

              


      

      
        
          	
                   
      

                	
                        (3)    Restrictions                                                            27

                
	 	        (d)    Medium
      of Payment                                                      27
	 	        (e)    Cash
      Out                                                            27
	 	      (1)    Discretionary
      Employee Deferral Cashout                                            27
	 	      (2)    Discretionary
      Cashout of Employer Contributions                                       27
	 	      (3)    Documentation
      of Determination                                                 28
	 	      (4)    Mandatory
      Cash-Out                                                        28
	 	      (5)    Six Month Delay
      for Key Employees                                              28


        

      

      
        
        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
          	 	7.3    Change
      in Control                                                               28
	 	7.4    Death
      Benefits                                                                  28
	 	        (a)    General                                                              28
	 	        (b)    Designation of
      Beneficiary                                                  28
	 	7.5    Hardship
      Withdrawals                                                            29   


           

          	 	        (a)    Parameters of
      Hardship Withdrawals                                     29
	 	        (b)    Unforeseeable
      Emergency Definition                                            29
	 	        (c)    Application for
      Hardship Withdrawal                                            30
	 	        (d)    Payment
      of Withdrawal                                                    30
	 	7.6    Taxes                                                                        30
	 	        (a)    Amounts
      Payable Whether or Not Account is in Pay Status                              30
	 	        (b)    Amounts
      Payable Only if Account is in Pay Status                                    30
	 	7.7    Offset
      of Account by Amounts Owed to the Company                                          30
	 	7.8    No
      Acceleration of Payments                                                          31


           

          	
                   
      

                	
                  Article
      VII Claimss                                                                             32

                


        

      

       

      
        	
                 
      

              	
                8.1    Authorized
      Representative                                                              
      32

              


      

      
        	
                 
      

              	
                8.2    Rights                                                                           32

              


      

      
        	
                 
      

              	
                8.3    Initial Claim
      Procedure                                                                  
      32

              


      

      
        
          	
                   
      

                	
                  8.4    Appeal                                                                        32

                
	 	8.5    Claims
      Based on and Independent Determination of Disability                                        33
	 	        (a)    Initial
      Claims                                                             33
	 	        (b)    Appeals                                                                33
	 	8.6    Satisfaction of
      Claims                                                                34


        

      

       

      
        	
                 
      

              	
                Article
      IV Allocation of Authority and Responsibilities                                                  
      35

              


      

       

      
        	
                 
      

              	
                9.1    Administrative
      Committee                                                              35

              


      

      
        
          	 	        (a)    Appointment and
      Term of Office                                                  35
	 	        (b)    Organization                                                            35
	 	        (c)    Powers
      and Responsibility                                                    35
	 	        (d)    Administrative
      Committee Records                                                35
	 	        (e)    Reporting and
      Disclosure                                                    36
	 	        (f)     Plan
      Construction                                                         36
	 	        (g)    Assistants and
      Advisers                                                     36
	 	        (h)    Indemnification                                                           36
	
                   
      

                	
                  9.2    Controlling
      Company and Board                                                          37

                


        

      

      
        	
                 
      

              	
                        (a)    General
      Responsibilities                                                       37

              


      

      
        	
                 
      

              	
                        (b)    Allocation of
      Authority                                                       37

              


      

      
        
          	
                   
      

                	
                          (c)    Authority of
      Participating Companies                                               37

                
	 	9.3    Trustee                                                                        37


        

      

      
        	
                 
      

              	
                9.4    Delegation                                                                       38

              


      

       

      
        
          iii

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                 
      

              	
                Article
      X Amendment, Termination and Adoption                                                            39

              


      

       

      
        	
                 
      

              	
                10.1    Amendment                                                                       39

              


      

      
        
          	
                   
      

                	
                  10.2    Termination                                                                    39

                
	 	        (a)    Right
      to Terminate                                                          39
	 	        (b)    Dissolution of
      Trust                                                        39
	 	        (c)    Restrictions on
      Termination                                                    39
	 	        (d)    Payment
      Upon Terminatin                                                    40
	 	10.3    Adoption of the
      Plan by a Participating Company                                              40
	 	        (a)    Procedures for
      Participation                                                    40
	 	        (b)    Authority under
      the Plan                                                      41
	 	        (c)    Contributions
      to the Plan                                                      41
	 	        (d)    Withdrawal from
      the Plan                                                      41


        

      

      
        
        

      

       

      
        	
                 
      

              	
                Article
      XI Miscellaneous                                                                      42

              


      

       

      
        	
                 
      

              	
                11.1    Nonaleintation
      of Benefits and Spendthrift Clause                                                     
      42

              


      

      
        	
                 
      

              	
                11.2    Elections Prior
      to 2009ation of Duties                                                            
      42

              


      

      
        	
                 
      

              	
                11.3    Headings                                                                           42

              


      

      
        	
                 
      

              	
                11.4    Construction,
      Controlling Law                                                                  42

              


      

      
        	
                 
      

              	
                11.5    No Contract of
      Employmentt                                                                43

              


      

      
        	
                 
      

              	
                11.6    Legally
      Incompetent                                                                       43

              


      

      
        	
                 
      

              	
                11.7    Heirs, Assigns
      and Personal Representatives                                                        
      43

              


      

      
        	
                 
      

              	
                11.8    Unsecured
      Creditor Rights                                                                    43

              


      

      
        	
                 
      

              	
                11.9    Legal
      Action                                                                      43

              


      

      
        
          	
                   
      

                	
                  11.10    Severability                                                                                 
      43

                
	 	11.11    Predecessor
      Service                                                                44
	 	11.12    Plan
      Expenses                                                                    44


        

      

       

      
        	
                 
      

              	
                Schedule
      A                                                                                 
      A1

              


      

       

      
        
        

      

      
        
        

      

      
        
        

      

      
        
        

      

      
        
        

      

      
        
        

      

      
        
        

      

      
        
        

      

      
        
        

      

      
        
        

      

      
        
        

      

      
        
        

      

      
        
        

      

      
        
        

      

      
        
        

      

      
        
        

      

      
        
        

      

      
        
        

      

      

        
          
             


          

          
             


            
              

            

          

          
             


          

        



    

    


    AGL
RESOURCES INC.

    NONQUALIFIED
SAVINGS 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. Nonqualified
Savings Plan (the “Plan”).

     

    The Plan
was originally established as of July 1, 1995, and was previously amended and
restated effective as of January 1, 2001, and January 1, 2007.

     

    STATEMENT OF
PURPOSE

     

    A.           The
primary purpose of the Plan is to recognize the contributions made to the
Controlling Company and its participating affiliates by certain employees and to
reward those contributions by providing eligible employees with an opportunity
to accumulate savings for their future security.

     

    B.           The
Plan is intended to be an unfunded nonqualified deferred compensation plan
maintained by the Controlling Company primarily for the purpose of providing
deferred compensation for a select group of management or highly compensated
employees (within the meaning of §§201(2), 301(a)(3), 401(a)(1) and 4021(b)(6)
of the Employee Retirement Income Security Act of 1974, as amended), and shall
be construed in all respects in accordance with such intended
purposes.

     

    C.           Any
trust fund established to maintain and invest the amounts contributed to the
Plan shall be established under a trust agreement that meets the requirements of
a “rabbi trust,” pursuant to guidelines issued by the Internal Revenue Service
(the “IRS”).

     

    D.           Regardless
of the establishment of a trust fund, all assets of the Plan shall remain assets
of the Controlling Company and shall be subject to the general creditors of the
Controlling Company.  Participants and Beneficiaries shall have only
the rights of unsecured creditors with respect to any assets of the
Plan.

     

    STATEMENT OF
AGREEMENT

     

    In order
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 amended and restated Plan as follows:

     


    
      
        
          


          AGL
RESOURCES INC. Page 

          NONQUALIFIED
SAVINGS PLAN

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    ARTICLE
I

     

    DEFINITIONS

     

    


    1.1 1934 Act

     

     shall
mean the Securities Exchange Act of 1934, as amended.

     

    1.2 Account

     

     shall
mean, with respect to a Participant or Beneficiary, the amount of money or other
property as is evidenced by the last balance posted in accordance with the terms
of the Plan to the account record established for such Participant or
Beneficiary.  The Administrative Committee may establish and maintain
separate subaccounts for each Participant and Beneficiary, provided allocations
are made to such subaccounts in the manner described in Article IV of the
Plan.  “Account” shall refer to the aggregate of all separate
subaccounts or to individual, separate subaccounts, as may be appropriate in
context.

     

    1.3 Active
Participant

     

     shall
mean, for any Plan Year (or any portion thereof), any Covered Employee who has
been admitted to, and not removed from, active participation since the last date
his employment commenced or recommenced.

     

    1.4 Administrative
Committee

     

     shall
mean the committee designated by the Board which shall act on behalf of the
Controlling Company to administer the Plan; provided, the Controlling Company
may act in lieu of the Administrative Committee as it deems appropriate or
desirable.

     

    1.5 Affiliate

     

     shall
mean any corporation or other entity that is required to be aggregated with the
Controlling Company under Code §§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 §§414(b) or (c), but substituting “at least 50 percent” instead of
“at least 80 percent” each place it appears in applying such rules.

     

    1.6 Aggregated
Arrangements

     

     shall
mean the Plan and any other plan that that would be considered as a single plan
with the Plan under Code §409A and applicable guidance issued
thereunder.

     

    1.7 Before-Tax
Account

     

     shall
mean the separate subaccount(s) established and maintained on behalf of a
Participant or his Beneficiary to reflect his interest in the Plan attributable
to his Before-Tax Contributions.

     

    1.8 Before-Tax
Contributions

     

     shall
mean the amounts deferred under the Plan at the election of Participants, all
pursuant to the terms of Section 3.1(a).

     

    1.9 Beneficiary

     

     shall
mean the person(s) designated in accordance with Section 7.4 to receive any
death benefits that may be payable under the Plan upon the death of a
Participant.

     

    1.10 Board

     

     shall
mean the board of directors of the Controlling Company.  A reference
to the board of directors of any other Participating Company shall specify it as
such.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    1.11 Bonus

     

     shall
mean an annual bonus payable under the terms of the AGL Resources Inc. Annual
Incentive Plan (or its successor plan) or any other annual bonus plan sponsored
by a Participating Company, as well as any other cash bonus paid by a
Participating Company on a regular, periodic basis, such as a quarterly, monthly
or semi-annual bonus.  For clarity, the term “Bonus” shall not include
retention bonuses, even if they are paid on a periodic basis.

     

    1.12 Bonus
Compensation

     

     shall
mean that portion of a Participant’s Compensation that is attributable to a
Bonus.

     

    1.13 Bonus Deferral
Election

     

     shall
mean a written, electronic or other form of election permitted by the
Administrative Committee, made by an Active Participant directing the
Participating Company of which he is an Employee to withhold a percentage of his
Bonus earned during a Plan Year and to contribute such withheld amount to the
Plan as a Before-Tax Contribution, all as provided in Section 3.1.

     

    1.14 Break in
Service

     

     shall
mean, with respect to an Employee, any year during which such Employee fails to
complete more than 500 Hours of Service; provided, a Break in Service shall not
be deemed to have occurred during any period for which he is granted a Leave of
Absence if he returns to the service of an Affiliate within the time permitted
as set forth in the Plan.  A Break in Service shall be deemed to have
commenced on the first day of the year in which it occurs.

     

    For
purposes of determining whether or not an Employee has incurred a Break in
Service, an Employee absent from work due to a Maternity or Paternity Leave
shall be credited with (i) the number of Hours of Service with which he normally
would have been credited but for the Maternity or Paternity Leave, or (ii) if
the Administrative Committee is unable to determine the hours described in (i),
8 Hours of Service for each day of absence included in the Maternity or
Paternity Leave; provided, the maximum number of Hours of Service credited for
purposes of this Section shall not exceed 501 hours.  Hours of Service
so credited shall be applied only to the year in which the Maternity or
Paternity Leave begins, unless such Hours of Service are not required to prevent
the Employee from incurring a Break in Service, in which event such Hours of
Service shall be credited to the Employee in the immediately following
year.  No Hour of Service shall be credited due to Maternity or
Paternity Leave as described in this Section unless the Employee furnishes proof
satisfactory to the Administrative Committee (A) that his absence from work was
due to a Maternity or Paternity Leave and (B) of the number of days he was
absent due to the Maternity or Paternity Leave.  The Administrative
Committee shall prescribe uniform and nondiscriminatory procedures by which to
make the above determinations.

     

    As used
in this Section, the term “year” shall mean the same 12-month period as forms
the basis for determining a Year of Vesting Service.

     

    1.15 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 Regulations §1.409A-3(i)(5)(v)(B), a “Group”), acquires ownership
of stock of the Controlling 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 Controlling
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 Controlling
Company, the acquisition of additional control of the Controlling Company by the
same person or Group is not considered to cause a Change in Control of the
Controlling 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 Controlling Company possessing thirty-five
percent (35%) or more of the total voting power of the stock of the Controlling
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 Controlling 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 Controlling Company immediately before
such acquisition or acquisitions.  For this purpose, gross fair market
value means the value of the assets of the Controlling 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 Plan only to the
extent such event or transaction would constitute a “change in control event” as
such term is defined in Treasury Regulations §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 Plan may be more restrictive in certain respects than the
definition contained in Treasury Regulations §1.409A-3(i)(5).

    


    1.16 Code

     

     shall
mean the Internal Revenue Code of 1986, as amended, and any succeeding federal
tax provisions.

     

    1.17 Company
Stock

     

     shall
mean the common stock of the Controlling Company.  As of the Effective
Date, the term “Company Stock” shall mean the $5.00 par value common stock of
AGL Resources Inc.

     

    1.18 Compensation

     

     shall
mean, for any Plan Year:

     

    (a)           Such
Participant’s base salary (not including overtime or other premiums);
plus

    


    (b)           Such
Participant’s commissions and Bonuses.

     

    Compensation
payable after the last day of the Plan Year for services performed during the
final payroll period described in Code §3401(b) containing the last day of the
Plan Year shall be treated as Compensation for services performed in the Plan
Year during which such payroll period ends.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    1.19 Contributions

     

     shall
mean, individually or collectively, the Before-Tax and Matching Contributions
permitted under the Plan.

     

    1.20 Controlling
Company

     

     shall
mean AGL Resources Inc., a Georgia corporation, with its principal office in
Atlanta, Georgia, and its successors.

     

    1.21 Covered
Employee

     

     shall
mean any Employee of a Participating Company who (i) as of his initial Entry
Date or as of the December 1 immediately preceding a subsequent Plan Year, had
an annual base salary in an amount equal to or in excess of the compensation
limit designated by the IRS for determining “highly compensated employee” under
Code §414(q)(l)(C) plus $10,000 (for example, the 2009 IRS limit for eligibility
for the 2009 Plan Year is $110,000 plus $10,000 = $120,000); and (ii) is not a
“leased employee” as defined in Code §414(n).

     

    1.22 Deferral
Election

     

     shall
mean a written, electronic or other form of election permitted by the
Administrative Committee and made by an Active Participant directing the
Participating Company of which he is an Employee to withhold a percentage of his
Compensation, except for his Bonus, from his paychecks and to contribute such
withheld amount to the Plan as a Before-Tax Contribution, all as provided in
Section 3.1.

     

    1.23 Disabled

     

     shall
mean that a Participant is (i) wholly prevented from engaging in any
substantially gainful activity by reason of a medically-determinable physical or
mental impairment which can be expected to result in death or to be of
long-continued and indefinite duration, and (ii) either determined eligible to
receive long-term disability benefits from a Participating Company’s long-term
disability plan, or, if no such plan exists, determined by the Administrative
Committee in its sole discretion to meet the definition of “disabled” under the
Controlling Company’s long-term disability plan.

     

    1.24 Effective
Date

     

     shall
mean January 1, 2009, the date that this amendment and restatement of the Plan
shall be effective; provided, any effective date specified herein for any
provision, if different from the “Effective Date,” shall control.  The
Plan was initially adopted effective as of July 1, 1995.

     

    1.25 Employee

     

     shall
mean any individual who is employed by a Participating Company (including
officers, but excluding directors who are not officers or otherwise employees)
and shall include leased employees of a Participating Company within the meaning
of Code §4l4(n).  Notwithstanding the foregoing, if leased employees
constitute 20% or less of a Participating Company’s non-highly compensated work
force within the meaning of Code §4l4(n)(5)(C)(ii), the term “Employee” shall
not include those leased employees covered by a plan described in Code
§4l4(n)(5)(B).

     

    1.26 Entry
Date

     

            shall mean each
business day during which the Plan remains in effect

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.27 Hour of
Service

     

     shall
mean the increments of time described in subsection (a) hereof, as modified by
subsections (b), (c) and (d) hereof:

     

    (a)           (1)           Each
hour for which an Employee is paid, or entitled to payment, for the performance
of duties for an Affiliate during the applicable computation
period;

    


    (2) Each hour
for which an Employee is paid, or entitled to payment, by an Affiliate on
account of a period of time during which no duties are performed (irrespective
of whether the employment relationship has terminated) due to vacation, holiday,
illness, incapacity (including disability), layoff, jury duty, military duty or
Leave of Absence; provided:

     

    (A) No more
than 501 Hours of Service shall be credited under this subsection (2) to an
Employee for any single continuous period during which he performs no duties as
an employee of an Affiliate (whether or not such period occurs in a single
computation period);

     

    (B) An hour
for which an Employee is directly or indirectly paid, or entitled to payment, on
account of a period during which he performs no duties as an employee of an
Affiliate shall not be credited as an Hour of Service if such payment is made or
due under a plan maintained solely to comply with applicable workers’
compensation, unemployment compensation or disability insurance laws;
and

     

    (C) Hours of
Service shall not be credited to an Employee for a payment which solely
reimburses such Employee for medical or medically related expenses incurred by
him.

     

    For
purposes of this subsection (2), a payment shall be deemed to be made by or due
from an Affiliate regardless of whether such payment is made by or due from an
Affiliate directly, or indirectly through, among others, a trust fund or
insurer, to which the Affiliate contributes or pays premiums and regardless of
whether contributions made or due to the trust fund, insurer or other entity are
for the benefit of particular employees or are on behalf of a group of employees
in the aggregate; and

     

    (3) Each hour
for which back pay, irrespective of mitigation of damages, is either awarded or
agreed to by an Affiliate; provided, the same Hours of Service shall not be
credited both under subsection (1) or subsection (2), as the case may be, and
under this subsection (3); and, provided further, crediting of Hours of Service
for back pay awarded or agreed to with respect to periods described in
subsection (2) shall be subject to the limitations set forth in that
subsection.

     

    (b)           Each
Employee for whom an Affiliate does not keep records of actual Hours of Service
and each Employee for whom the Administrative Committee elects to apply this
provision shall be credited, in accordance with this Section and applicable
regulations promulgated by the Department of Labor, with 45 Hours of Service for
each week for which such Employee would be required to be credited with at least
1 Hour of Service.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c)           The
rate or manner used for crediting Hours of Service may be changed at the
direction of the Administrative Committee from time to time so as to facilitate
administration and to equitably reflect the purposes of the Plan; provided, no
change shall be effective as to any Plan Year for which allocations have been
made pursuant to Article IV at the time such change is made; and, provided
further, Hours of Service shall be credited and determined in compliance with
Department of Labor Regulation §2530.200b-2(b) and (c); 29 CFR Part 2530, as may
be amended from time to time; or such other federal regulations as may from time
to time be applicable.

     

    (d)           For
purposes of this Section, a “computation period” shall mean the 12-month period
that forms the basis for determining an Employee’s Years of Vesting
Service.

     

    1.28 Investment
Committee

     

     shall
mean the committee which is appointed by and acts on behalf of the Controlling
Company with respect to making and effecting investment decisions, all as
provided in Article V.  The Controlling Company may act in lieu of the
Investment Committee as it deems appropriate or desirable.

     

    1.29 Investment
Fund or Funds

     

     shall
generally mean the investment fund or funds established for investment of
Accounts under the Plan, as described in Section 5.2(d).

     

    1.30 Key
Employee

     

     shall
mean a Participant who meets the requirements to be considered a “specified
employee” as defined in Code §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.  Generally, a “specified
employee” is an employee of any Affiliate who, at the time specified above, is
one of the 50 highest paid officers having an annual compensation greater than
$130,000, a 5% owner or a 1% owner having annual compensation greater than
$150,000.  For purposes of identifying Key Employees, the
Participant’s compensation shall mean all of the items listed in Treasury
Regulations §1.415(c)-2(b) (which are described in subsection (a) below),
excluding all of the items listed in Treasury Regulations §1.415(c)-2(c) (which
are described in subsection (b) below):

     

    (a) Included Compensation Items
for Determining Key Employees

     

    .

     

    (1) Wages,
salaries, fees for professional services and other amounts received (cash or
non-cash) for personal services, to the extent that the amounts are includible
in gross income, plus 401(k), cafeteria plan or qualified transportation
contributions.  These amounts include, but are not limited to,
commissions paid to salespersons, compensation for services on the basis of a
percentage of profits, commissions on insurance premiums, tips, bonuses, fringe
benefits, and reimbursements or other expense allowances;

     

    (2) Medical
benefits includible in the Employee’s gross income;

     

    (3) Amounts
paid or reimbursed by an Affiliate for moving expenses that are not
deductible;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (4) The value
of a nonqualified stock option that is includible in the gross income of the
Employee when granted;

     

    (5) The
amount included in an Employee’s income upon making an election under Code
§83(b);

     

    (6) Amounts
includible in the Employee’s income under Code §409A; and

     

    (7) Amounts
includible in the Employee’s income because they are constructively received by
the Employee.

     

    (b) Excluded Compensation Items
for Determining Key Employees

     

    .

     

    (1) Contributions
to a deferred compensation plan that are not includible in gross income (other
than 401(k) elective deferrals);

     

    (2) Distributions
from a deferred compensation plan;

     

    (3) Amounts
realized from the exercise of a nonstatutory stock option;

     

    (4) Amounts
includible in income when restricted stock or other property vests;

     

    (5) Amounts
realized from the sale, exchange or other disposition of stock acquired under a
statutory stock option;

     

    (6) Other
amounts that receive special tax benefits, such as premiums for group term life
insurance; and

     

    (7) Other
items similar to the above.

     

    1.31 Leave of
Absence

     

     shall
mean an excused leave of absence granted to an Employee by an Affiliate in
accordance with applicable federal or state law or the Affiliate’s personnel
policy.  Among other things, a Leave of Absence shall be granted to an
Employee:

     

    (a)           who
leaves the service of an Affiliate, voluntarily or involuntarily, to enter the
Armed Forces of the United States; provided, (i) the Employee is legally
entitled to reemployment under the veteran’s reemployment rights provisions as
codified at 38 U.S.C. §2021, et seq., its predecessors and
successors; and (ii) the Employee applies for and reenters service with an
Affiliate within the time, in the manner and under the conditions prescribed by
law;

     

    (b)           for
any time such Employee is drawing workers’ compensation benefits or is sick,
disabled or incapacitated, if he is thereby precluded from properly performing
his assigned duties for a temporary period of time; and

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c)           under
such other circumstances as the Administrative Committee shall determine are
fair, reasonable and equitable as applied uniformly among Employees under
similar circumstances.

     

    1.32 Matching
Account

     

     shall
mean the separate subaccount(s) established and maintained on behalf of a
Participant or his Beneficiary to reflect his interest in the Plan attributable
to Matching Contributions.

     

    1.33 Matching
Contributions

     

     shall
mean the amounts paid by each Participating Company as a match to Participants’
Before-Tax Contributions, all pursuant to the terms of Section 3.2.

     

    1.34 Maternity or Paternity
Leave

     

     shall
mean any period during which an Employee is absent from work as an employee of
an Affiliate (i) because of the pregnancy of such Employee; (ii) because of the
birth of a child of such Employee; (iii) because of the placement of a child
with such Employee in connection with the adoption of such child by such
Employee; or (iv) for purposes of such Employee caring for a child immediately
after the birth or placement of such child.

     

    1.35 Normal Retirement
Age

     

     shall
mean age 65.

     

    1.36 Participant

     

     shall
mean any person who has an Account under the Plan.

     

    1.37 Participating
Company

     

     shall
mean the Controlling Company and all Affiliates which have adopted or hereafter
may adopt the Plan for the benefit of their employees and which continue to
participate in the Plan, all as provided in Section 10.3.

     

    1.38 Performance-Based
Bonus

     

     shall
mean any bonus or award the amount of which, or the entitlement to which, is
contingent on the satisfaction of pre-established organizational or individual
performance criteria relating to a performance period of at least 12 consecutive
months.  For a Bonus to be performance-based with respect to a
Participant’s Bonus Deferral Election, the following requirements must be
met:

     

    (a)           The
performance criteria must be established in writing no later than 90 days after
the beginning of the applicable “performance period”;

    


    (b)           The
outcome of the performance criteria must be substantially uncertain when the
criteria are established;

    


    (c)           No
portion of the Bonus that will be paid either regardless of performance, or
based upon a level of performance that is substantially certain to be met at the
time the criteria are established, shall be considered a Performance-Based
Bonus;

    


    (d)           A
Performance-Based Bonus shall not include payments based upon subjective
performance criteria unless:

    


    (1) the
subjective performance criteria are bona fide and relate to the Participant’s
performance, the performance of a group of employees that includes the
Participant, or the performance of a business unit for which the Participant
provides services (which may include all Affiliates); and

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (2) the
determination that any subjective performance criteria have been met is not made
by the Participant or a family member of the Participant (as defined in Code
§267(c)(4), applied as if the family of an individual includes the spouse of any
member of the family), or a person under the effective control of the
Participant or such a family member, and no amount of the compensation of the
person making such determination is effectively controlled in whole or in part
by the Participant or such a family member.

     

    A
Performance-Based Bonus that otherwise meets the above criteria may provide for
payment regardless of satisfaction of the performance criteria upon the
Participant’s death, disability (defined as a medically determinable physical or
mental impairment resulting in the Participant’s inability to perform the duties
of his position or any substantially similar position, where such impairment can
be expected to result in death or can be expected to last for a continuous
period of not less than six months), or a change in control event (as defined in
Treasury Regulations §1.409A-3(i)(5)(i)).  Any amount that actually
becomes payable upon such events without regard to the satisfaction of the
performance criteria will not be considered a Performance-Based Bonus to which
an election under Section 3.1(b)(1)(C) may apply.

     

    1.39 Plan

     

     shall
mean the AGL Resources Inc. Nonqualified Savings Plan as contained herein and
all amendments thereto.  The Plan is intended to be an unfunded
nonqualified deferred compensation plan for the benefit of a select group of
management or highly compensated employees.

     

    1.40 Plan
Year

     

     shall
mean each 12-month period beginning on January 1 and ending on December
31.

     

    1.41 Retirement
Savings Plus Plan or RSP

     

     shall
mean the AGL Resources Inc. Retirement Savings Plus Plan, as it may be amended
from time to time.

     

    1.42 Separate
from Service or Separation
from Service

     

     shall
mean that a Participant separates from service with the Controlling Company and
its Affiliates as defined in Code §409A and guidance issued
thereunder.  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 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 while there is a reasonable expectation that the
Participant will return to perform services for an Affiliate.  If the
period of leave exceeds 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
6-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 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 6-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 the 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 anticipate that (i) no further services will be performed after a
certain date, or (ii) the level of bona fide services the Participant will
perform after such date (whether as an employee or as an independent contractor)
will permanently decrease to no more than 20 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 subsection (a) above, for purposes of this subsection 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
subsection (including for purposes of determining the applicable 36-month (or
shorter) period).

     

    1.43 Spouse
or Surviving
Spouse

     

     shall
mean, with respect to a Participant, the person who is treated as married to
such Participant under the laws of the state in which the Participant
resides.  The determination of a Participant’s Spouse or Surviving
Spouse shall be made as of the earlier of the date as of which benefit payments
from the Plan to such Participant are made or commence (as applicable) or the
date of such Participant’s death.

     

    1.44 Trust
or Trust
Agreement

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    1.45 Trustee

     

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

     

    1.46 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.

     

    1.47 Valuation
Date

     

     shall
mean each business day on which the fair market value of the accounts under the
Plan are determined.

     

    1.48 Year of Vesting
Service

     

     shall
mean a Plan Year during which an Employee completes no less than 1,000 Hours of
Service; provided:

     

    (a)           Years
of Vesting Service completed prior to a period in which the Participant incurred
5 or more consecutive Breaks in Service shall be disregarded under the Plan if
the Participant had no vested interest in his Account at the time the first such
Break in Service commenced and the number of such consecutive Breaks in Service
equals or exceeds the number of his prior Years of Vesting Service;

     

    (b)           Years
of Vesting Service completed after a period in which the Participant had at
least 5 consecutive Breaks in Service shall be disregarded for the purpose of
determining his vested interest in that portion of his Account which accrued
before such Breaks in Service; and

    


    (c)           For
purposes of this Section, employment with an Affiliate shall be considered
employment with the Controlling Company, and in the case of a leased employee
(within the meaning of Code §414(n)) of any Affiliate, such leased employee
shall be considered as being a leased employee of the Controlling
Company.

     

    


     


    
      
        
          


          AGL
RESOURCES INC. Page 

          NONQUALIFIED
SAVINGS PLAN

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    ARTICLE
II

     

    ELIGIBILITY

     

    


     

    2.1 Initial Eligibility
Requirements

     

    .

     

    (a) General
Rule

     

    .  Except
as provided in subsection (b) and Section 2.3(a) hereof, each Covered Employee
shall first become eligible to make contributions under the Plan as of the Entry
Date coincident with or next following the date of (i) such Covered Employee’s
attainment of age 21, and (ii) completion of thirty (30) days of employment as a
Covered Employee, provided he is a Covered Employee on such date.

     

    (b) New Participating
Companies

     

    .  Each
Covered Employee employed by a Participating Company on the date such
Participating Company first becomes a Participating Company shall first become
eligible to make contributions under the Plan as of the business day coincident
with or next following the later of such Participating Company’s commencement of
participation in the Plan, or such Covered Employee’s attainment of age 21 and
completion of thirty (30) days of employment with such Participating Company,
subject to Section 2.3(a).

     

    
       

    

    2.2 Subsequent Eligibility
Requirements

     

    .

     

    Each
Covered Employee shall be eligible to make contributions under the Plan for each
Plan Year following the Plan Year in which the Covered Employee first became
eligible to make contributions under the Plan, if such Covered Employee
satisfies the compensation requirements for Covered Employees as of the December
1 immediately preceding the first day of such subsequent Plan Year.

     

    2.3 Treatment of Interruptions
of Service

     

    .

     

    (a) Leave of
Absence

     

    .  If
a Covered Employee satisfies the eligibility requirements set forth in Section
2.1 but is on a Leave of Absence on the Entry Date on which he otherwise would
have become an Active Participant, he shall become an Active Participant as of
the date he subsequently resumes the performance of duties as a Covered Employee
in accordance with the terms of his Leave of Absence.

     

    (b) Reparticipation Upon
Reemployment

     

    .  If
an Active Participant Separates from Service with a Participating Company (and
all other Participating Companies), his active participation in the Plan shall
cease as provided in Section 3.1(b)(2), and he again shall become an Active
Participant as of the day he is reemployed as a Covered Employee, regardless of
whether he has received a distribution of his Account balance under the Plan at
the time of his reemployment.  Upon return to service with a
Participating Company, such Active Participant’s deferrals shall be governed by
the provisions of Section 3.1(b) regarding election timing rules and
reinstatement of elections if the Participant is rehired during the same Plan
Year in which he Separated from Service.  However, regardless of
whether he again becomes an Active Participant, he shall continue to be a
Participant until he no longer has an Account under the Plan.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2.4 Change in
Status

     

    .

     

    If an
Active Participant does not meet the compensation requirements for Covered
Employees as of the December 1 immediately preceding the first day of any Plan
Year, he shall continue to be a Participant until he no longer has an Account
under the Plan and may again become an Active Participant in the Plan if, as of
the December 1 immediately preceding the first day of a Plan Year, he meets the
compensation requirements for Covered Employees.

     

    


     


    
      
        
          


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    ARTICLE
III

     

    CONTRIBUTIONS

     

    


     

    3.1 Before-Tax
Contributions

     

    .

     

    (a) Before-Tax
Contributions

     

    .  Each
Participating Company shall contribute to the Plan, on behalf of each Active
Participant employed by such Participating Company and for (i) each payroll
period for which such Active Participant has a Deferral Election in effect with
such Participating Company, and (ii) each payment of a Bonus for which such
Active Participant has a Bonus Deferral Election in effect with such
Participating Company, a Before-Tax Contribution in an amount equal to the
amount by which such Active Participant’s Compensation has been reduced for such
period pursuant to his Deferral Election or Bonus Deferral Election, as
applicable.  The amount of the Before-Tax Contribution shall be
determined in percentage increments of such Active Participant’s Compensation
for each payroll period or Bonus payment.

     

    (b) Deferral
Elections

     

    .  Each
Active Participant who desires that his Participating Company make a Before-Tax
Contribution on his behalf shall complete and deliver to the Participating
Company (or its designee) a Deferral Election.  Such Deferral Election
shall provide for the reduction of his Compensation other than Bonuses earned in
each Plan Year for which the Deferral Election is applicable, up to a maximum of
75% of his Compensation excluding Bonuses.  In addition, an Active
Participant may make a Bonus Deferral Election providing for the reduction of
the Participant’s Bonus Compensation earned during the Plan Year, up to a
maximum of 100% of his Bonus Compensation.  Any percentage election
shall be applied to the Participant’s gross Bonus without reduction for any FICA
Tax or pre-tax RSP deferrals subject to the contribution restrictions under Code
§402(g) applicable to the Bonus, but the deferral amount shall be deducted after
any FICA Tax applicable to the Bonus and other tax withholding related to the
amount of such FICA Taxes as permitted under Code §409A, and after any pre-tax
RSP deferrals subject to the contribution restrictions under Code §402(g)
deducted from the Bonus, and shall not exceed the remaining amount of the Bonus
after reduction for FICA Taxes, such related tax withholding and such RSP
deferrals.  The Administrative Committee, in its sole discretion,
shall prescribe the form of all Deferral Elections and Bonus Deferral Elections
and may prescribe such nondiscriminatory terms and conditions governing the use
of the Deferral Elections and Bonus Deferral Elections as it deems
appropriate.  The following terms shall apply to Deferral Elections
and Bonus Deferral Elections:

     

    (1) Effective
Date

     

    .

     

    (A) General

     

    .  Except
as provided in subsections (B) and (C) below, a Participant’s Deferral Election
and Bonus Deferral Election with respect to Compensation payable for services
performed during a Plan Year must be made on or before December 31 of the
preceding calendar year.  If an Active Participant fails to submit an
initial Deferral Election and/or Bonus Deferral Election in a timely manner, he
shall be deemed to have elected a deferral of zero percent with respect to such
election.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (B) Deferrals for New
Participants

     

    .  In
the case of a Participant who is newly hired during a Plan Year and becomes
eligible during such Plan Year to participate in the Plan, such Active
Participant’s initial Deferral Election with a Participating Company must be
made within 30 days after the date the Participant first becomes eligible to
participate in the Plan.

     

    (i) Any such
Deferral Election shall be effective for the first payroll period which begins
after the Deferral Election is made.

     

    (ii) For
clarity, the first Bonus Deferral Election may be made beginning January 1
following commencement of eligibility to participate in the Plan.

     

    (iii) For
purposes of eligibility for the 30-day election period in this subsection,
participation in any Aggregated Arrangement shall be considered participation in
the Plan.

     

    (C) Bonus
Deferrals

     

    .  To
the extent that the Administrative Committee has determined that the Bonus for a
Plan Year qualifies as a Performance-Based Bonus, and permits an election under
this subsection, a Participant’s Bonus Deferral Election must be made no later
than the date that is 6 months before the end of the period over which the Bonus
is earned (i.e., June
30 of such Plan Year).  In order to be eligible for the election
deadline in this subsection, the Participant must perform services continuously
from the later of the date the performance criteria for the Bonus are
established or the first day of the performance period (i.e., January 1 for a
calendar year bonus) until the date the Participant makes such Bonus Deferral
Election.  Furthermore, if all or a portion of the Performance-Based
Bonus is “readily ascertainable” on the date the Participant makes a Bonus
Deferral Election under this subsection, the Participant’s Bonus Deferral
Election under this subsection shall apply only to the portion of such bonus or
award that is not then “readily ascertainable,” if any.  The
determination of when an amount of compensation is considered to be “readily
ascertainable” shall be made pursuant to guidance issued under Code §409A, which
generally provides that compensation is “readily ascertainable” when the amount
is first both calculable and substantially certain to be paid.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (2) Terms, Modification and
Revocation

     

    .  A
Participant may change his Deferral Election and/or Bonus Deferral Election for
the Plan Year any time prior to the deadline specified in subsection (b)(1)(A)
above, subject to any restrictions or procedures determined by the
Administrative Committee, but may not make any changes to his Deferral Election
after making an election under subsection (b)(1)(B) above.  In the
event that the Administrative Committee permits a Bonus Deferral Election to be
made under subsection (b)(1)(C) above, the Participant may change his Bonus
Deferral Election any time prior to the deadline specified in subsection
(b)(1)(C), but not after any earlier deadline established by the Administrative
Committee.  Upon the applicable deadline, each Participant’s Deferral
Election and/or Bonus Deferral Election, or failure to elect, shall become
irrevocable for the Plan Year except as provided under this subsection
(2).  A Participating Company may terminate an Active Participant’s
Deferral Election and/or Bonus Deferral Election as permitted under Code §409A,
including (i) upon his receipt of a hardship withdrawal as provided in Section
7.5 of the Plan, and (ii) no later than the end of the calendar year or the
15th
day of the third calendar month, whichever is later, following the date the
Active Participant incurs a disability (defined for this purpose as a medically
determinable physical or mental impairment resulting in the Active Participant’s
inability to perform the duties of his or her position or any substantially
similar position, which can be expected to result in death or to last for a
continuous period of at least 6 months).  An Active Participant shall
not have a direct or indirect election as to whether the Participating Company’s
discretion under the preceding sentence will be exercised.  An Active
Participant may make a new Deferral Election and/or Bonus Deferral Election
prior to the beginning of a Plan Year for Before-Tax Contributions attributable
to services performed during that Plan Year.  Otherwise, each Active
Participant’s Deferral Election and Bonus Deferral Election shall remain in
effect from year to year in accordance with its original terms until its
modification or termination in accordance with the terms of this
subsection.  Upon an Active Participant’s Separation from Service, his
Deferral Election shall remain in effect through the end of the then-current
Plan Year, and his Bonus Deferral Election shall apply to the Bonus(es) (if any)
earned for the then-current Plan Year; however, if he does not return to
employment with the Affiliates before the end of the Plan Year in which he
Separated from Service, his Deferral Election and Bonus Deferral Election shall
be cancelled after the Plan Year in which such Separation from Service occurs
(so that if the Participant is later rehired, he will have to make new elections
in accordance with the timing rules of subsection (b)(1)).

     

    3.2 Matching
Contributions

     

    .

     

    (a)           For
each Active Participant (other than those described in subsection (b) hereof) on
whose behalf a Participating Company has made any Before-Tax Contributions to
the Plan for the Plan Year, such Participating Company shall make a Matching
Contribution equal to the difference between (A) 65% of the Participant’s
Before-Tax Contributions that do not exceed 8% of the Participant’s
Compensation, and (B) the maximum matching contribution an Active Participant
could receive under the RSP for such Plan Year (without regard to whether the
Active Participant actually receives such maximum matching
contribution).

    


    (b)           For
each Active Participant who is eligible to accrue benefits under Section
4.6(a)(1) of the AGL Resources Inc. Retirement Plan, on whose behalf a
Participating Company has made any Before-Tax Contributions to the Plan for the
Plan Year, such Participating Company shall make a Matching Contribution equal
to the difference between (A) 65% of the Participant’s Before-Tax Contributions
that do not exceed 6% of the Participant’s Compensation, and (B) the maximum
matching contribution an Active Participant could receive under the RSP for such
Plan Year (without regard to whether the Active Participant actually receives
such maximum matching contribution).

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c)           Matching
Contributions shall be made to the Plan once each year within the period of two
months following the last day of each Plan Year.

    


    



    
      
        
          


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    ARTICLE
IV

     

    PARTICIPANTS’ ACCOUNTS;
CREDITING AND ALLOCATION

     

    


    4.1 Establishment of
Participants’ Accounts

     

    .

     

    To the
extent appropriate, the Administrative Committee shall establish and maintain,
on behalf of each Participant and Beneficiary, an Account which shall be divided
into segregated subaccounts.  The subaccounts shall include Before-Tax
and Matching Accounts, and such other subaccounts as the Administrative
Committee shall deem appropriate or helpful.  Each Account shall be
credited with Contributions allocated to such Account and generally shall be
credited with income on deemed investment of such Accounts.  Each
Account of a Participant or Beneficiary shall be maintained until the value
thereof has been distributed to or on behalf of such Participant or
Beneficiary.

     

    4.2 Allocation and Crediting of
Before-Tax and Matching Contributions

     

    .

     

    As of
each Valuation Date coinciding with or immediately following the date on which
Before-Tax and Matching Contributions are made on behalf of an Active
Participant, such Contributions shall be allocated and credited directly to the
appropriate Before-Tax and Matching Accounts, respectively, of such Active
Participant.

     

    4.3 Allocation and Crediting of
Investment Experience

     

    .

     

    As of
each Valuation Date, the Administrative Committee shall credit to each
Participant’s Account the amount of earnings and/or losses applicable thereto
for the period since the immediately preceding Valuation Date, based on the
investments applicable to the Participant’s Account pursuant to the terms of
Section 5.3.

     

    4.4 Notice to Participants of
Account Balances

     

    .

     

    At least
once for each Plan Year, the Administrative Committee shall cause a statement of
a Participant’s Account balance to be distributed to the
Participant.

     

    



    
      
        
          


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    ARTICLE
V

     

    INVESTMENT OF
ACCOUNTS

     

    


    5.1 Establishment of Trust
Fund

     

    .

     

    (a) Rabbi
Trust

     

    .  The
Controlling Company has established a Trust Fund to hold assets to pay benefits
under the Plan.  Contributions may be paid over to the Trustee to be
held in the Trust Fund and invested in accordance with the terms of the Plan and
the Trust Agreement.  The Trust Fund shall exist under an agreement
constituting a “rabbi trust” agreement, under which all assets of the Trust Fund
shall be considered to be subject to the general creditors of the Controlling
Company, and all Plan participants shall be unsecured creditors under such Trust
Agreement.  In the event that no Trust Fund exists, or to the extent
the Trust Fund is inadequate to pay all benefits under the Plan, benefits shall
be payable from the general assets of the Controlling Company.

     

    (b) Trust Required Upon Change
in Control

     

    .  Upon
a Change in Control of the Controlling Company, the Controlling Company must
within ten (10) business days after such Change in Control establish and fully
fund a rabbi trust (if and to the extent such a fully funded rabbi trust does
not already exist) to pay all benefits accrued by Participants through that date
under the Plan.  Further, upon a Change of Control, an entity other
than the Controlling Company, a Participating Company, any Affiliate or any
Employee, officer or director of such companies shall be named by the Board as
Trustee of the rabbi trust.  This subsection of the Plan shall be
irrevocable and may not be amended by the Controlling Company or any other
company after the effective date of the Plan (unless required by
law).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c) No Funding During Restricted
Period

     

    .  Notwithstanding
anything in the Plan 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 §83 pursuant to Code §409A(b).

     

    5.2 Investment
Funds.

     

    To the
extent a Trust Fund is established, the following provisions shall
apply:

     

    (a) Composition of Investment
Committee

     

    .  The
Investment Committee shall consist of not less than one member who shall be
appointed by and serve at the pleasure of the Board.  The Board shall
have the right to remove any member of the Investment Committee at any
time.  A member may resign at any time by written resignation to the
Board.  If a vacancy in the Investment Committee should occur, a
successor may be appointed by the Board.

     

    (b) Investment Committee
Procedures

     

    .  The
Investment Committee may elect a Chairman and a Secretary from among its
members.  The Investment Committee shall act by majority
vote.  Its members shall serve as such without
compensation.  All acts and determinations of the Investment Committee
shall be duly recorded by its Secretary or under his supervision, and all such
records, together with such other documents as may be necessary for the
administration of the Plan, shall be preserved in the custody of such
Secretary.

     

    (c) Investment Committee Powers
and Duties

     

    .  In
addition to those powers set forth elsewhere in the Plan, the Investment
Committee shall carry out the Controlling Company’s responsibility and
authority:

     

    (1) To
appoint one or more persons to serve as investment manager with respect to all
or part of the Trust Fund assets;

     

    (2) To
allocate the responsibility and authority being carried out by the Investment
Committee among the members of the Investment Committee;

     

    (3) To employ
one or more persons to render advice with respect to any responsibility or
authority being carried out by the Investment Committee; and

     

    (4) To direct
the Trustee regarding the investments and investment funds available under the
Plan.

     

    (d) Investment of Plan
Contributions

     

    .  All
Contributions to the Plan shall be invested in the following
manner:

     

    (1) Named Investment
Funds

     

    .  In
accordance with instructions from the Investment Committee and the terms of the
Plan, one or more of the Investment Funds established under the Retirement
Savings Plus Plan shall be established for the investment of Accounts under the
Plan.

     

    (2) Other Investment
Funds

     

    .  At
the direction of the Investment Committee, other Investment Funds, in addition
to or in lieu of the Investment Funds described herein, shall be established for
the investment of Accounts under the Plan which may include, for example, other
income funds or equity funds.  Such other Investment Funds shall be
established without necessity of amendment to the Plan or the Trust and shall
have the investment objectives prescribed by the Investment
Committee.  Such other Investment Funds also may be established and
maintained for any limited purpose(s) the Investment Committee may
direct.

     

    (3) Reinvestment of Cash
Earnings

     

    .  Any
investment earnings received in the form of cash with respect to any Investment
Fund (in excess of the amounts necessary to make cash distributions for
fractional shares of Company Stock or to pay Plan or Trust expenses) shall be
reinvested in such Investment Fund.

     

    5.3 Investment
Procedures

     

    .

     

    Each
Participant or Beneficiary generally may direct the manner in which his Account
shall be invested in and among the Investment Funds; provided, however, that the
Investment Committee shall have sole discretion as to investment of a
Participant’s or Beneficiary’s Account and may refuse to follow a Participant’s
or Beneficiary’s investment directions.  A Participant’s or
Beneficiary’s investment directions shall be made in accordance with the
following terms:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (a) Investment of Future
Contributions

     

    .  Except
as otherwise provided in this Section, each Participant may elect, on a form
provided by or any other means specified by the Administrative Committee, the
percentage of his future Before-Tax and Matching Contributions that will be
deemed invested in each Investment Fund.  An initial election of a
Participant shall be made as of the date the Participant commences or
recommences participation in the Plan and shall apply to all Before-Tax and
Matching Contributions attributable to payroll periods ending after such
date.  Such Participants may make subsequent elections on a daily
basis as provided by the Administrative Committee.  Any election made
pursuant to this subsection with respect to future Before-Tax and Matching
Contributions shall remain effective until changed by such
Participant.  In the event a Participant fails to make an investment
election or a Participant’s election form is incomplete or insufficient in some
manner, the Participant’s future Before-Tax Contributions will be invested in
the default investment provided for the RSP.

     

    (b) Investment of Existing
Account Balances

     

    .  Except
as otherwise provided in this Section, each Participant or Beneficiary may
elect, on a form provided by the Administrative Committee, the percentage of his
existing Accounts that will be deemed invested in each Investment
Fund.  Such Participant or Beneficiary may make such elections on a
daily basis as provided by the Administrative Committee.  Each such
election shall apply to such Participant’s or Beneficiary’s Account balance as
of the date of such election, and shall remain in effect until changed by such
Participant or Beneficiary.  In the event a Participant fails to make
an election for his existing Accounts pursuant to the terms of this subsection
which is separate from his election made for his future Before-Tax and Matching
Contributions pursuant to the terms of subsection (a) hereof, or if a
Participant’s investment election form is incomplete or insufficient in some
manner, the Participant’s existing Accounts will continue to be invested in the
same manner provided under the terms of the most recent election affecting that
portion of his Accounts.  The Company may bear the cost of changes to
investment of existing Account balances, or the Administrative Committee may
determine at its discretion to charge a reasonable surcharge for changes to
investment of existing Account balances, and deduct such surcharge from the
Participant’s Account balance; provided, no other benefit or payment to the
Participant shall be increased or decreased in connection with the imposition
of, or failure to impose, a surcharge under this provision.

     

    (c) Conditions Applicable to
Elections

     

    .  Allocations
of investments in the various Investment Funds, as described in subsections (a)
and (b) hereof, shall be made in even multiples of 1% as directed by the
Participant or Beneficiary.  The Administrative Committee shall have
complete discretion to adopt and revise procedures to be followed in making such
investment elections.  Such procedures may include, but are not
limited to, the format of the election forms, the deadline for filing elections
and the effective date of such elections; provided, elections must be permitted
at least once every 3 months.  Any procedures adopted by the
Administrative Committee that are inconsistent with the deadlines specified in
this Section shall supersede such provisions of this Section without the
necessity of a Plan amendment.

     

    (d) Compliance with Securities
Exchange Commission Rule 16b-3

     

    .  Notwithstanding
any other provisions of the Plan, the Administrative Committee shall take any
and all actions as may be necessary with regard to investment directions made by
Participants who are deemed to be “insiders” of the Controlling Company under
the terms of the 1934 Act, in order to meet the requirements of Rule 16b-3 and
regulations promulgated thereunder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    5.4 Acquisition of Company
Stock

     

    .

     

    (a) In
General

     

    .  To
the extent that Contributions and investment earnings on Company Stock are paid
in cash, the Trustee shall effect purchases of Company Stock in compliance with
all applicable securities laws, and in its sole discretion, may purchase Company
Stock in the open market and/or in privately negotiated transactions with
holders of Company Stock and/or the Controlling Company.  All
purchases of Company Stock by the Trust will be made at a price or prices which
do not exceed the fair market value of such Company Stock as of the date of the
purchase.

     

    (b) Stock Rights, Warrants or
Options

     

    .  In
the event any rights, warrants or options are issued on Company Stock, the
Trustee may exercise them for the acquisition of additional Company Stock, to
the extent that cash is then available and allocable to the Company Stock
fund.  Any Company Stock acquired in this fashion will be treated as
Company Stock bought by the Trustee for the net price paid.  Any
rights, warrants or options on Company Stock which cannot be exercised for lack
of available cash may be sold by the Trustee (provided the sale thereof is
reasonably practicable), and the proceeds of such a sale shall be treated as a
current cash dividend received on Company Stock.

     

    5.5 Value of
Assets

     

    .

     

    For
purposes under the Plan for which the value of assets must be determined, the
value of such assets shall be the fair market value.  For purposes of
purchasing or selling Company Stock through an exchange on any day, the fair
market value per share of such stock on such day shall be the price of the stock
on the New York Stock Exchange at the time of the purchase or
sale.  For all other purposes under the Plan, the fair market value
per share of the Company Stock on any particular day shall be the closing price
of such Company Stock as reported on the New York Stock Exchange Composite
Transaction listing on the day preceding the particular day in
question.  If, for any reason, the fair market value per share of
Company Stock cannot be ascertained or is unavailable for a particular day, the
fair market value of such stock shall be determined as of the nearest preceding
day on which such fair market value can be ascertained pursuant to the terms
hereof.

     

    


     


    
      
        
          


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    ARTICLE
VI

     

    VESTING IN
ACCOUNTS

     

    


     

    6.1 General Vesting
Rule

     

    .

     

    All
Participants shall at all times be fully vested in their Before-Tax
Account.  Except as provided in Section 6.2, the Matching Account of a
Participant shall vest in accordance with the following vesting schedule, based
on the total of the Participant’s Years of Vesting Service:

     

    
      	
              Years
      of Vesting Service

              Completed by Participant

            	
              Vested
      Percentage of

              Participant’s Matching
    Account

            
	 
      	 
      
	
              Less
      than 1 Year

            	
              None

            
	
              1
      Year, but less than 2

            	
              50%

            
	
              2
      Years, but less than 3

            	
              75%

            
	
              3
      Years or more

            	
              100%

            


    

    


    6.2 Vesting Upon Other
Occurrences

     

    .

     

    Notwithstanding
Section 6.1, a Participant’s Matching Account shall become 100% vested and
nonforfeitable upon the occurrence of any of the following events that occurs
while the Participant is still employed as an employee of any
Affiliate:

     

    (a)           The
Participant’s attainment of Normal Retirement Age;

    


    (b)           The
Participant’s death; or

    


    (c)           The
Participant’s becoming Disabled.

    


    6.3 Timing of
Forfeitures

     

    .

     

    If a
Participant who is not yet 100% vested in his Matching Account Separates from
Service with all Affiliates, the nonvested amount in his Matching Account shall
be immediately forfeited.  If such a Participant resumes employment
with an Affiliate, such forfeited amount shall not be restored.

     

    



    
      
        
          


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    ARTICLE
VII

     

    PAYMENT OF
BENEFITS

     

    


    7.1 Amount of Benefit
Payments

     

    .

     

    Payment
of a benefit amount from a Participant’s Account shall be calculated by
determining the vested amount credited to the Participant’s Account, determined
as of the Valuation Date on which the distribution is processed.  For
purposes of this subsection, the “Valuation Date on which such distribution is
processed” refers to the Valuation Date established for such purpose by
administrative practice, even if actual payment is made or commenced at a later
date due to delays in valuation, administration or any other
procedure.

     

    7.2 Timing and Form of
Distribution

     

    .

     

    (a) Timing of
Distributions

     

    .  Except
as provided in Section 7.4 and subsection (c)(2) hereof, a Participant’s Account
shall be distributed (or payments shall commence, in the case of payment in a
form other than lump sum) in the next calendar year following the date the
Participant Separates from Service; provided, in the case of a Participant who
is a Key Employee on the date he Separates from Service, no payment shall be
made earlier than 6 months after the date the Participant Separates from
Service.  Any payment that would otherwise have been made during such
6-month period shall be accumulated and paid on the first day of the seventh
month after the date of the Participant’s Separation from Service.

     

    (b) Form of
Distribution

     

    .

     

    (1) Single-Sum
Payment

     

    .  Except
as provided in subsections (b)(2) and (c) hereof, a Participant’s Account shall
be distributed in the form of a single lump-sum payment.

     

    (2) Alternative Forms of
Payment

     

    .

     

    (A) Election of Alternative
Payment Form

     

    .  A
Participant may elect to receive distribution of his Account in the form
of:

     

    (i) A single
lump-sum payment,

     

    (ii) Up to 10
annual installments, or

     

    (iii) A single
lump-sum payment followed by up to 10 annual installments.

     

    An
election to receive installment payments shall be treated as entitlement to a
single payment, and an election to receive a lump sum and installments shall be
treated as two separate payments, the lump sum being a single payment and all
installments together being a single payment (see subsections (c)(2) and
(c)(3)).

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (B) Timing of
Election

     

    .  An
election under subsection (A) must be made (i) in the case of a Participant who
makes a Deferral Election under Section 3.1(b)(1)(B), at the same time the
Participant makes his first Deferral Election; or (ii) in all other cases, on or
before December 31 of the calendar year prior to the first Plan Year in which
the Participant’s first Deferral Election or Bonus Deferral Election becomes
effective.  Notwithstanding the foregoing, if the Participant made an
election regarding the form of payment before January 1, 2009, such election
shall apply in accordance with transition rules under Code §409A.

     

    (C) Installment
Payments

     

    .  The
installment payments shall be made in substantially equal annual installments
over a period of not less than 2 years and not more than 10 years (adjusted for
earnings between payments in the manner described in Section 4.3), beginning in
(i) the year of commencement of distributions as provided in subsections (a) and
(c)(2), in the case of an election to receive only installment payments, or (ii)
the next calendar year following the initial lump-sum payment, in the case of an
election to receive a single lump-sum payment followed by up to 10 annual
installments.  The number of annual installment payments elected by
the Participant shall be specified at the time the Participant makes the
election to receive installment payments.  Each annual installment
payment shall be equal to the vested balance of the Participant’s Account on the
payment date, divided by the number of installment payments remaining as of the
payment date.

     

    (c) Modifications of Form and
Timing

     

    .

     

    (1) Availability of
Election

     

    .  A
Participant may make one election to:

     

    (A) Change
from a single lump sum payment to either (i) up to 10 annual installments or
(ii) a partial lump sum followed by up to 10 annual installments, each as
described in subsection (b)(2);

     

    (B) Change
the number of installments previously elected;

     

    (C) Change
from installments to (i) a lump sum or (ii) a partial lump sum followed by up to
10 annual installments as described in subsection (b)(2); or

     

    (D) In the
case of a Participant who originally elected a partial lump sum followed by
installments, change:

     

    (i) The lump
sum to up to 10 annual installments as described in subsection
(b)(2);

     

    (ii) The
installments to a lump sum;

     

    (iii) The
number of installments previously elected;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (iv) The
combination of partial lump sum and installments to a single lump sum;
or

     

    (v) The
combination of partial lump sum and installments to up to 10 annual installments
as described in subsection (b)(2).

     

    Any
election under this subsection shall specify the number of installment payments
elected, if any.

     

    


    (2) Delay in Payment
Date

     

    .  In
the event of an election under subsection (1), the payment that is changed shall
be delayed to the fifth calendar year after the calendar year in which the
payment would have been made (or begun, in the case of installments) prior to
the election to change.

     

    (3) Restrictions

     

    .  Any
election under this subsection (c) shall not take effect until 12 months after
the date on which the election is made, and, if made within 12 months before the
payment was scheduled to begin or be made under the previous payment terms,
shall not be effective.  In the case of a payment that does not have
an objectively determinable specified date within a calendar year for payment,
such payment date is deemed to be January 1 of such calendar year for purposes
of applying the rules of this subsection.

     

    (d) Medium of
Payment

     

    .  All
distributions shall be made in the form of cash.

     

    (e) Cash-Out

     

    .

     

    (1) Discretionary Employee
Deferral Cashout

     

    .  Except
as provided in subsection (5) below, if at any time a Participant’s Account
balance attributable to his Before-Tax Contributions does not exceed the
applicable dollar amount under Code §402(g)(1)(B), the Administrative Committee
may elect, in its sole discretion, to pay the Participant’s entire Account
balance attributable to Before-Tax Contributions in an immediate single-sum
payment.  For purposes of determining the amount of Before-Tax
Contributions in a Participant’s Account in order to apply this provision, any
deferrals of compensation that the Participant has elected under this or any
other nonqualified deferred compensation plan maintained by an Affiliate that is
an “account balance plan” subject to Code §409A shall be considered as part of
the Participant’s Account balance attributable to Before-Tax Contributions
hereunder.

     

    (2) Discretionary Cashout of
Employer Contributions

     

    .  Except
as provided in subsection (5) below, if at any time a Participant’s Account
balance, other than amounts attributable to Before-Tax Contributions, does not
exceed the applicable dollar amount under Code §402(g)(1)(B), the Administrative
Committee may elect, in its sole discretion, to pay such portion of the
Participant’s Account balance in an immediate single-sum payment.  For
purposes of determining the amount of a Participant’s Account other than
Before-Tax Contributions in order to apply this provision, any deferrals of
compensation other than Participant elective deferrals under this or any other
nonqualified deferred compensation plan maintained by an Affiliate that is an
“account balance plan” subject to Code §409A shall be considered as part of the
Participant’s Account balance other than amounts attributable to Before-Tax
Contributions hereunder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (3) Documentation of
Determination

     

    .  Any
exercise of the Administrative Committee’s discretion pursuant to subsections
(1) and (2) shall be evidenced in writing no later than the date of the
distribution.

     

    (4) Mandatory
Cash-Out

     

    .  Subject
to subsection (5) below, notwithstanding anything in a Participant’s election to
the contrary, if a Participant’s total vested Account balance is less than
$10,000 on the date of the Participant’s Separation from Service, such
Participant’s Account shall be distributed in a single lump sum payment in the
next calendar year following the date of the Participant’s Separation from
Service.

     

    (5) Six Month Delay for Key
Employees

     

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

     

    7.3 Change in
Control

     

    .

     

    If a
Participant Separates from Service during the 2-year period immediately
following a “change in control event” as defined under Code §409A, such
Participant’s Account shall be paid in a single lump sum, during the calendar
year following the year in which the Participant Separates from Service (but not
earlier than 6 months after the date the Participant Separates from Service, in
the case of a Participant who is a Key Employee on the date he Separates from
Service).  To the extent required by Code §409A, in the event of an
election under Section 7.2(c)(1), the payment that is changed shall be delayed
to the fifth calendar year after the calendar year in which the payment would
have been made (or begun, in the case of installments) prior to the election to
change.

     

    7.4 Death
Benefits

     

    .

     

    (a) General

     

    .  If
a Participant dies before full payment of his Account is made, the Participant’s
Beneficiary or Beneficiaries designated by such Participant in his latest
beneficiary designation form filed with the Administrative Committee shall be
entitled to receive a distribution of the entire vested amount credited to such
Participant’s Account.  The Account shall be distributed to such
Beneficiary or Beneficiaries in the form of a single-sum payment during the next
calendar year following the year of the Participant’s death.  The
Administrative Committee may direct the Trustee to distribute a Participant’s
Account to a Beneficiary without the written consent of such
Beneficiary.

     

    (b) Designation of
Beneficiary

     

    .  Participants
shall designate and from time to time may redesignate their Beneficiary or
Beneficiaries in such form and manner as the Administrative Committee may
determine.  If any Participant dies prior to receiving his benefits
under the Plan, his Account shall be changed to the name of such deceased
Participant’s named or deemed Beneficiary or Beneficiaries.  In the
event that:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (1) a
Participant dies without designating a Beneficiary;

     

    (2) the
Beneficiary designated by a Participant is not surviving when a payment is to be
made to such person under the Plan, and no contingent Beneficiary was designated
by the Participant; or

     

    (3) the
Beneficiary designated by a Participant cannot be located by the Administrative
Committee;

     

    then, in
any of such events, the Beneficiary of such Participant with respect to any
benefits that remain payable under the Plan shall be the Participant’s Surviving
Spouse, if any, and if not, then the estate of the Participant.

    


    7.5 Hardship
Withdrawals

     

    .

     

    (a) Parameters of Hardship
Withdrawals

     

    .  A
Participant may make a withdrawal on account of hardship from his vested
Account.  For purposes of this subsection, a withdrawal will be on
account of “hardship” only if it is necessary to respond to an “unforeseeable
emergency” resulting in a severe financial need of the Participant.  A
withdrawal based on financial hardship cannot exceed the amount reasonably
necessary to satisfy the emergency need (which may include amounts necessary to
pay any federal, state, or local income taxes or penalties reasonably
anticipated to result from the distribution).  Determinations of
amounts reasonably necessary to satisfy the emergency need shall take into
account any additional compensation that would become available to the
Participant upon cancellation of the Participant’s Deferral Election and/or
Bonus Deferral Election as provided in Section 3.l(b)(2).  The
Administrative Committee shall make its determination, as to whether a
Participant has suffered a severe financial need as a result of an unforeseeable
emergency and whether it is necessary to use a hardship withdrawal from the Plan
to satisfy that need, on the basis of all relevant facts and
circumstances.

     

    (b) Unforeseeable Emergency
Definition

     

    .  For
purposes of this Section, an unforeseeable emergency is a severe financial
hardship of the Participant resulting from an illness or accident of the
Participant, the Participant’s Spouse, the Participant’s dependent (as defined
in Code §152(a)) or the Participant’s Beneficiary; loss of the Participant’s
property due to casualty (including the need to rebuild a home following damage
to a home not otherwise covered by insurance, for example, not as a result of a
natural disaster); or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the
Participant.  For example, the imminent foreclosure of or eviction
from the Participant’s primary residence may constitute an unforeseeable
emergency.  In addition, the need to pay for medical expenses,
including non-refundable deductibles, as well as for the costs of prescription
drug medication, may constitute an unforeseeable emergency.  Finally,
the need to pay for the funeral expenses of a Spouse or a dependent (as defined
in Code §152(a)) may also constitute an unforeseeable
emergency.  Except as otherwise provided in this paragraph, the
purchase of a home and the payment of college tuition are not unforeseeable
emergencies.  Whether a Participant is faced with an unforeseeable
emergency permitting a distribution under this Section is to be determined based
on the relevant facts and circumstances of each case, but, in any case, a
distribution on account of unforeseeable emergency may not be made to the extent
that such emergency is or may be relieved through reimbursement or compensation
from insurance or otherwise, by liquidation of the Participant’s assets, to the
extent the liquidation of such assets would not cause severe financial hardship,
or by cessation of deferrals under the Plan.  However, the
determination of amounts reasonably necessary to satisfy the emergency need
shall not take into account any additional compensation that due to the hardship
is available under this Plan or another nonqualified deferred compensation plan
but has not actually been paid.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c) Application for Hardship
Withdrawal

     

    .  All
applications for hardship withdrawals shall be in writing on a form provided by
the Administrative Committee and shall contain such information as the
Administrative Committee may reasonably request.

     

    (d) Payment of
Withdrawal

     

    .  The
amount of a hardship withdrawal shall be paid to a Participant in a single sum
in cash within 90 days after the date the Administrative Committee determines
that a hardship exists.  If payment is made hereunder upon a hardship,
it shall be so designated at the time of payment.

     

    7.6 Taxes

     

    .

     

    (a) Amounts Payable Whether or
Not Account is in Pay Status

     

    .  If
the whole or any part of any Participant’s or Beneficiary’s Account hereunder
shall become subject to FICA Tax or any state, local or foreign tax obligations,
which a Participating Company shall be required to pay or withhold prior to the
time the Participant’s Account becomes payable hereunder, the Participating
Company shall have the full power and authority to withhold and pay such tax and
related taxes as permitted under Code §409A.

     

    (b) Amounts Payable Only if
Account is in Pay Status

     

    .  If
the whole or any part of any Participant’s or Beneficiary’s Account hereunder is
subject to any taxes which a Participating Company shall be required to pay or
withhold at the time the Account becomes payable hereunder, the Participating
Company shall have the full power and authority to withhold and pay such tax out
of any monies or other property that the Participating Company holds for the
account of the Participant or Beneficiary, excluding, except as permitted under
Code §409A, any deferred amounts that are not then payable.

     

    7.7 Offset of Account by Amounts
Owed to the Company

     

    .

     

    Notwithstanding
anything in the Plan to the contrary, the Administrative Committee may, in its
sole discretion, offset any benefit payment or payments of a Participant’s or
Beneficiary’s Account under the Plan by any amount owed by such Participant or
Beneficiary (whether or not such obligation is related to the Plan) to any
Affiliate; provided, no such offset will apply before the Account is otherwise
payable under the Plan, unless the following requirements are satisfied: (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 occurs at the same time and in the same
amount as the debt otherwise would have been due and collected from the
Participant or Beneficiary.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    7.8 No Acceleration of
Payments

     

    .

     

    Except as
otherwise provided in this Section, no payment scheduled to be made under this
Article may be accelerated.  Notwithstanding the foregoing, the
Administrative Committee, in its sole discretion, may accelerate any payment
scheduled to be made under this Article in accordance with Code §409A (for
example, upon certain terminations of the Plan, to avoid certain conflicts of
interest, upon receipt of a qualified domestic relations order or upon a failure
to meet the requirements of Code §409A and related regulations); provided, a
Participant may not elect whether his scheduled payment will be accelerated
pursuant to this sentence.

     

    



    
      
        
          


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    ARTICLE
VIII

     

    CLAIMS

     

    


    8.1 Authorized
Representative

     

    .

     

    A
Participant or beneficiary may name an authorized representative to act on his
behalf under the claims procedures of the Plan, by providing written
documentation of such authorization in such form as is acceptable to the
Administrative Committee.

     

    8.2 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 Section.  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 8.4, 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.

     

    8.3 Initial Claim
Procedure

     

    .

     

    Claims
for benefits under the Plan may be made by submitting a written claim to the
Administrative Committee clearly identified as a claim for benefits under the
Plan, 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 §502(a) following an adverse determination on
review.

     

    8.4 Appeal

     

    .

     

    Any
Participant or beneficiary who has been denied a benefit shall be entitled, upon
written 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
8.3.  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 §502(a).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    8.5 Claims Based on an
Independent Determination of Disability

     

    .

     

    (a) Initial
Claims

     

    .  With
respect to a claim for benefits under the Plan based on Disability (other than
(i) approval for payment of benefits, directly or indirectly, under any
long-term disability plan maintained by a Participating Company, or
(ii) eligibility for Social Security disability benefits), the
Administrative Committee shall furnish to the claimant written notice of the
disposition of a claim within 45 days after the application therefor is filed;
provided, if matters beyond the control of the Administrative Committee 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 45-day period, and such extension shall not exceed one
additional, consecutive 30-day period; and, provided further, if matters beyond
the control of the Administrative Committee require an additional extension of
time for processing the claim, the Administrative Committee shall furnish
written notice of the second extension to the claimant prior to the end of the
initial 30-day extension period, and such extension shall not exceed an
additional, consecutive 30-day period.  Notice of any extension under
this subsection shall specifically explain the standards on which entitlement to
a benefit is based, the unresolved issues that prevent a decision on the claim,
and the additional information needed to resolve those issues.  In the
event the claim is denied, the notice of the disposition of the claim shall
provide the specific reasons for the denial, cites 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 applicable), and a statement of the
claimant’s right to bring a civil action under ERISA §502(a) following an
adverse determination on review.

     

    (b) Appeals

     

    .  With
respect to an appeal of a denial of benefits under the Plan based on Disability
(other than (i) approval for payment of benefits, directly or indirectly,
under any long-term disability plan maintained by a participating company, or
(ii) eligibility for Social Security disability benefits), 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 form containing the request for review, together with a
written statement of the claimant’s position, must be filed with the
Administrative Committee no later than 180 days after receipt of the written
notification of denial of a claim provided for in subsection (a).  The
Administrative Committee’s decision shall be made within 45 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
to the claimant prior to the end of the initial 45-day period, and such an
extension shall not exceed one additional 45-day period.  The
Administrative Committee’s review shall not afford deference to the initial
adverse benefit determination and shall be conducted by an individual who is
neither the individual who made the adverse benefit determination that is the
subject of the appeal, nor the subordinate of such individual.  In
deciding an appeal of any adverse benefit determination that is based in whole
or in part on a medical judgment, the Administrative Committee shall consult
with a health care professional who has appropriate training and experience in
the field of medicine involved in the medical judgment and who is neither an
individual who was consulted in connection with the adverse benefit
determination that is the subject of the appeal, nor the subordinate of any such
individual.  If unfavorable, the notice of decision shall explain the
reason or reasons for denial, indicate the provisions of the Plan or other
documents used to arrive at the decision, state the claimant’s right to bring a
civil action under ERISA §502(a), and identify all medical or vocational experts
whose advice was obtained by the Administrative Committee in connection with a
claimant’s adverse benefit determination.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    8.6 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.

     

    



    
      
        
          


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    ARTICLE
IX

     

    ALLOCATION OF AUTHORITY AND
RESPONSIBILITIES

     

    


    9.1 Administrative
Committee

     

    .

     

    (a) Appointment and Term of
Office

     

    .  The
Administrative Committee shall consist of not less than one member who shall be
appointed by and serve at the pleasure of the Board.  The Board shall
have the right to remove any member of the Administrative Committee at any
time.  A member may resign at any time by written resignation to the
Board.  If a vacancy in the Administrative Committee should occur, a
successor may be appointed by the Board.  A written certification
shall be given to the Trustee by the Board of all members of the Administrative
Committee together with a specimen signature of each member.  For all
purposes hereunder, the Trustee shall be conclusively entitled to rely upon such
certification until the Trustee is otherwise notified in writing.

     

    (b) Organization

     

    .  The
Administrative Committee may elect a Chairman and a Secretary from among its
members.  In addition to those powers set forth elsewhere in the Plan,
the Administrative Committee may appoint such agents, who need not be members of
such Administrative Committee, as it may deem necessary for the effective
performance of its duties and may delegate to such agents such powers and
duties, whether ministerial or discretionary, as the Administrative Committee
may deem expedient or appropriate.  The compensation of such agents
who are not full-time Employees of a Participating Company shall be fixed by the
Administrative Committee within limits set by the Board and shall be paid by the
Controlling Company (to be divided equitably among the Participating Companies)
or from the Trust Fund as determined by the Administrative
Committee.  The Administrative Committee shall act by majority
vote.  Its members shall serve as such without
compensation.

     

    (c) Powers and
Responsibility

     

    .  The
Administrative Committee shall have complete control of the administration of
the Plan hereunder, with all powers necessary to enable it properly to carry out
its duties as set forth in the Plan and the Trust Agreement.  The
Administrative Committee shall have the sole authority in its discretion to (i)
construe the Plan and to determine all questions that shall arise thereunder;
(ii) decide all questions relating to the eligibility of Employees to
participate in the benefits of the Plan; (iii) determine the benefits of the
Plan to which any Participant or Beneficiary may be entitled; (iv) maintain and
retain records relating to Participants and Beneficiaries; (v) prepare and
furnish to the Trustee sufficient employee data and the amount of Contributions
received from all sources so that the Trustee may maintain separate accounts for
Participants and Beneficiaries and make required payments of benefits; (vi)
arrange for any required fiduciary bonding; and (vii) prepare and file or
publish with the Secretary of Labor, the Secretary of the Treasury, their
delegates and all other appropriate government officials all reports and other
information required under law to be so filed or published.

     

    (d) Administrative Committee
Records

     

    .  Any
notice, direction, order, request, certification or instruction of the
Administrative Committee to the Trustee shall be in writing and shall be signed
by a member of the Administrative Committee.  The Trustee and every
other person shall be entitled to rely conclusively upon any and all such
notices, directions, orders, requests, certifications and instructions received
from the Administrative Committee and reasonably believed to be properly
executed, and shall act and be fully protected in acting in accordance
therewith.  All acts and determinations of the Administrative
Committee shall be duly recorded by its Secretary or under his supervision, and
all such records, together with such other documents as may be necessary for the
administration of the Plan, shall be preserved in the custody of such
Secretary.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (e) Reporting and
Disclosure

     

    .  The
Administrative Committee shall keep all individual and group records relating to
Participants and Beneficiaries and all other records necessary for the proper
operation of the Plan.  Such records shall be made available to the
Participating Companies and to each Participant and Beneficiary for examination
during normal business hours except that a Participant or Beneficiary shall
examine only such records as pertain exclusively to the examining Participant or
Beneficiary and the Plan and Trust Agreement.  The Administrative
Committee shall prepare and shall file as required by law or regulation all
reports, forms, documents and other items required by any relevant statute, each
as amended, and all regulations thereunder.  This provision shall not
be construed as imposing upon the Administrative Committee the responsibility or
authority for the preparation, preservation, publication or filing of any
document required to be prepared, preserved or filed by the Trustee or by any
other entity to whom such responsibilities are delegated by law or by the
Plan.

     

    (f) Plan
Construction

     

    .  The
Administrative Committee shall take such steps as are considered necessary and
appropriate to remedy any inequity that results from incorrect information
received or communicated in good faith or as the consequence of an
administrative error.  The Administrative Committee shall interpret
the Plan and shall determine the questions arising in the administration,
interpretation and application of the Plan.  The Administrative
Committee shall endeavor to act, whether by general rules or by particular
decisions, so as not to discriminate in favor of or against any person and so as
to treat all persons in similar circumstances uniformly.  The
Administrative Committee shall correct any defect, reconcile any inconsistency
or supply any omission with respect to the Plan.

     

    (g) Assistants and
Advisers

     

    .  The
Administrative Committee shall have the right to hire, at the expense of the
Controlling Company (to be divided equitably among the Participating Companies),
such professional assistants and consultants as it, in its sole discretion,
deems necessary or advisable.  To the extent that the costs for such
assistants and advisers are not so paid by the Controlling Company, they shall
be paid at the direction of the Administrative Committee from the Trust Fund as
an expense of the Trust Fund.  The Administrative Committee and the
Participating Companies shall be entitled to rely upon all certificates and
reports made by an actuary, accountant or attorney selected pursuant to this
Section; the Administrative Committee, the Participating Companies, and the
Trustee shall be fully protected in respect to any action taken or suffered by
them in good faith in reliance upon the advice or opinion of any such actuary,
accountant or attorney; and any action so taken or suffered shall be conclusive
upon each of them and upon all other persons interested in the
Plan.

     

    (h) Indemnification

     

    .  The
Administrative and Investment Committees and each member of those committees
shall be indemnified by the Participating Companies against judgment amounts,
settlement amounts (other than amounts paid in settlement to which the
Participating Companies do not consent) and expenses reasonably incurred by the
Administrative and Investment Committees or each member of the Administrative
and Investment Committees in connection with any action to which the
Administrative or Investment Committee or any member thereof may be a party (by
reason of his service as a member of the Administrative or Investment Committee)
except in relation to matters as to which the Administrative or Investment
Committee or any member thereof shall be adjudged in such action to be
personally guilty of gross negligence or willful misconduct in the performance
of its or any member’s duties.  The foregoing right to indemnification
shall be in addition to such other rights as such Administrative and Investment
Committees or each member may enjoy as a matter of law or by reason of insurance
coverage of any kind.  Rights granted hereunder shall be in addition
to and not in lieu of any rights to indemnification to which such Administrative
and Investment Committees or each member may be entitled pursuant to the by-laws
of the Controlling Company.  Service on the Administrative or
Investment Committee shall be deemed in partial fulfillment of a committee
member’s function, if any, as an Employee, officer and/or director of the
Controlling Company or any Participating Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    9.2 Controlling Company and
Board

     

    .

     

    (a) General
Responsibilities

     

    .  The
Controlling Company and the Board shall have the authority and responsibility to
(i) appoint the Trustee, the Investment Committee and the Administrative
Committee and to monitor each of their performances; (ii) communicate such
information to the Trustee, the Investment Committee and the Administrative
Committee as each needs for the proper performance of its duties; (iii) provide
channels and mechanisms through which the Administrative Committee, the
Investment Committee and/or the Trustee can communicate with Participants and
Beneficiaries; and (iv) perform such duties as are imposed by law or by
regulation and serve as Plan Administrator in the absence of an appointed
Administrative Committee.

     

    (b) Allocation of
Authority

     

    .  In
the event that any of the areas of authority and responsibilities of the
Controlling Company and the Board overlap with that of any other entity, the
Controlling Company and the Board shall coordinate with such other entity the
execution of such authority and responsibilities; provided, the decision of the
Controlling Company and the Board with respect to such authority and
responsibilities ultimately shall be controlling.

     

    (c) Authority of Participating
Companies

     

    .  Notwithstanding
anything herein to the contrary, and in addition to the authority and
responsibilities specifically given to the Participating Companies in the Plan,
the Controlling Company, in its sole discretion, may grant the Participating
Companies such authority and charge them with such responsibilities as the
Controlling Company deems appropriate.

     

    9.3 Trustee

     

    The
Trustee shall have the powers and duties set forth in the Trust
Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    9.4 Delegation

     

    .

     

    Entities
described in this Section shall have the power to delegate specific
responsibilities (other than Trustee responsibilities) to persons who shall
serve at the pleasure of the entity making such delegation and, if full-time
Employees of a Participating Company, without compensation.  Any such
person may resign by delivering a written resignation to the delegating
entity.  Vacancies created by any reason may be filled by the
appropriate entity or the assigned responsibilities may be reabsorbed or
redelegated by the entity.

     

    



    
      
        
          


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    ARTICLE
X

     

    AMENDMENT, TERMINATION AND
ADOPTION

     

    


    10.1 Amendment

     

    .

     

    The
provisions of the Plan may be amended at any time and from time to time by the
Board or the Administrative Committee; provided:

     

    (a)           No
amendment shall increase the duties or liabilities of the Trustee without the
consent of such party;

    


    (b)           No
amendment shall decrease the balance or vested percentage of an
Account;

    


    (c)           Each
amendment shall be approved by the Board or Administrative Committee, as
applicable, by resolution;

    


    (d)           No
amendment shall be made that violates the restrictions of Code
§409A;

    


    (e)           No
amendment shall be made to Section 5.1(b) of the Plan (unless required by law);
and

    


    (f)           Any
amendment that would result in a material increase in the cost of the Plan or
that would materially change the benefits provided under the Plan must be
approved by the Board.

    


    10.2 Termination

     

    .

     

    (a) Right to
Terminate

     

    .  The
Controlling Company expects the Plan to be continued indefinitely, but, subject
to subsection (c) below, it reserves the right to terminate the Plan or to
completely discontinue Contributions to the Plan at any time by action of the
Board.  In either event, the Administrative Committee, each
Participating Company and the Trustee shall be promptly advised of such decision
in writing.

     

    (b) Dissolution of
Trust

     

    .  In
the event that the Administrative Committee decides to dissolve the Trust, as
soon as practicable following the termination of the Plan or the Administrative
Committee’s decision, whichever is later, the assets under the Plan shall be
converted to cash or other distributable assets, to the extent necessary to
effect a complete distribution of the Trust assets to the Controlling
Company.

     

    (c) Restrictions on
Termination

     

    .  No
termination of this Plan shall decrease or eliminate the vested Account balance
of any Participant hereunder as determined as of the date of such
termination.  Furthermore, the Plan may be terminated and Accounts
paid out prior to the time determined under Article VII only as
follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (1) The Board
may terminate the Plan within 12 months of a corporate dissolution taxed under
Code §331, or with the approval of a bankruptcy court pursuant to 11 U.S.C.
§503(b)(1)(A).  In the event of termination pursuant to this
subsection, the amounts deferred under the Plan shall be included in the
Participants’ gross incomes in the latest of the calendar year in which the Plan
termination occurs, the calendar year in which the amount is no longer subject
to a substantial risk of forfeiture, or the first calendar year in which the
payment of benefits is administratively practicable.

     

    (2) The Board
may terminate the Plan within the 30 days preceding or the 12 months following a
“change in control event”; provided that the Plan may not be terminated pursuant
to this provision unless all substantially similar arrangements sponsored by the
Controlling Company (and its related entities as determined under Code §409A and
guidance issued thereunder) are terminated, so that the Participants and all
participants under substantially similar arrangements are required to receive
all amounts of compensation deferred under the Plan and any other terminated
arrangements within 12 months of the date of termination of such
arrangements.  For purposes of this paragraph, “change in control
event” shall have the meaning set forth in Proposed Treasury Regulations under
Code §409A, or successor provisions, and substantially similar arrangements
shall be determined pursuant to regulations under Code §409A.

     

    (3) The Board
may terminate the Plan other than as provided in subsections (1) and (2) above
only if:

     

    (A) All
Aggregated Arrangements are terminated; and

     

    (B) No
payments other than payments that would be payable under the terms of the Plan
and the Aggregated Arrangements if the termination had not occurred are made
within 12 months of the termination of the Plan; and

     

    (C) All
payments pursuant to the Plan and the Aggregated Arrangements are made within 24
months of the termination of the Plan; and

     

    (D) The
Controlling Company (and its related entities as determined under Code §409A and
guidance issued thereunder) does not adopt a new arrangement that would be
aggregated with the Plan or any Aggregated Arrangement if the same service
provider participated in both arrangements, at any time within five years
following the date of termination of the Plan.

     

    (d) Payment Upon
Termination

     

    .  If
the Plan is terminated, the value of the vested Account balances of Participants
shall be paid to such Participants in a single lump-sum cash payment on the
earliest date permissible under Code §409A.

     

    10.3 Adoption of the Plan by a
Participating Company

     

    .

     

    (a) Procedures for
Participation

     

    .  The
Controlling Company and each Affiliate shall be Participating Companies in the
Plan; provided, however, the Controlling Company may determine that any
Affiliate is not to be a Participating Company, and such Affiliate shall be
recorded on Schedule A hereto which shall be appropriately modified from time to
time without the necessity of a Plan amendment.  Upon an Affiliate
becoming a Participating Company as herein provided, the Employees of such
company shall be eligible to participate in the Plan subject to the terms hereof
and of the documentation designating the Participating Company as such;
provided, unless otherwise specified, participation for any new Affiliate shall
begin on January 1 following the date such entity first becomes an
Affiliate.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b) Authority under the
Plan

     

    .  Each
Participating Company shall be bound by, and subject to, all provisions of the
Plan and the Trust.  The exclusive authority to amend the Plan and the
Trust shall be vested in the Administrative Committee, and no Participating
Company other than the Controlling Company shall have any right to amend the
Plan or the Trust.  Any amendment to the Plan or the Trust adopted by
the Controlling Company shall be binding upon every Participating Company
without further action by such Participating Company.

     

    (c) Contributions to the
Plan

     

    .  Each
Participating Company shall be required to make Contributions to the Plan at
such times and in such amounts as specified in Article III.  The
Contributions made (or to be made) to the Plan by the Participating Companies
shall be allocated between and among such companies in whatever equitable manner
or amounts as the Administrative Committee shall determine.

     

    (d) Withdrawal from the
Plan

     

    .  No
Participating Company other than the Controlling Company shall have the right to
terminate the Plan.  However, any Participating Company may withdraw
from the Plan, with the approval of the Administrative Committee, by action of
its board of directors, provided such action is communicated in writing to the
Administrative Committee.  The withdrawal of a Participating Company
shall be effective at the end of the Plan Year in which the notice of withdrawal
is received (unless the Controlling Company consents to a different effective
date).  In addition, the Administrative Committee may terminate the
designation of a Participating Company to be effective on such date as the
Administrative Committee specifies.  Any such Participating Company
which ceases to be a Participating Company shall be liable for all costs accrued
through the effective date of its withdrawal or termination.  In the
event of the withdrawal or termination of a Participating Company as provided in
this Section, such Participating Company shall have no right to direct that
assets of the Plan be transferred to a successor plan for its employees, unless
such transfer is approved by the Controlling Company or Administrative Committee
in its sole discretion.

     

    



    
      
        
          


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RESOURCES INC. Page 

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    ARTICLE
XI

     

    MISCELLANEOUS

     

    


    11.1 Nonalienation of Benefits
and Spendthrift Clause

     

    .

     

    None of
the Accounts, benefits, payments, proceeds or distributions under the Plan shall
be subject to the claim of any creditor of a Participant or Beneficiary or to
any legal process by any creditor of such Participant or of such Beneficiary;
and neither such Participant nor any such Beneficiary shall have any right to
alienate, sell, pledge, encumber, transfer, commute, anticipate or assign any of
the Accounts, benefits, payments, proceeds or distributions under the Plan
except to the extent expressly provided herein.  If any Participant
shall attempt to dispose of his Account or the benefits provided for him
hereunder or to dispose of the right to receive such benefits, or, in the event
there should be an effort to seize such Account or benefits by attachment,
execution or other legal or equitable process, such right may pass and be
transferred, at the discretion of the Administrative Committee, to such person
or persons as may be selected by the Administrative Committee from among the
Beneficiaries, if any, theretofore designated by the Participant, or from the
Spouse, children or other dependents of the Participant, in such shares as the
Administrative Committee may appoint.  Any appointments so made by the
Administrative Committee may be revoked by it at any time, and further
appointments made by it may include the Participant.  Notwithstanding
the foregoing, upon receipt of a valid qualified domestic relations order (as
defined in Code §414(p)) requiring the distribution of all or a portion of a
Participant’s Account to an alternate payee, the Administrative Committee shall
cause the Company to pay a distribution to such alternate payee.

     

    11.2 Elections Prior to
2009

     

    .

     

    To the
extent not consistent with the terms of this Plan, Deferral Election forms and
Bonus Deferral Election forms submitted under the Plan prior to the Effective
Date shall be deemed modified as necessary to conform to the provisions of this
document.

     

    11.3 Headings

     

    .

     

    The
headings and subheadings in the Plan have been inserted for convenience of
reference only and are to be ignored in any construction of the provisions
hereof.

     

    11.4 Construction, Controlling
Law

     

    .

     

    In the
construction of the Plan, the masculine shall include the feminine and the
feminine the masculine, and the singular shall include the plural and the plural
the singular, in all cases where such meanings would be
appropriate.  Unless otherwise specified, any reference to a section
shall be interpreted as a reference to a section of the Plan.  The
Plan shall be construed in accordance with the laws of the State of Georgia and
applicable federal laws.  The Plan is intended to comply with the
provisions of Code §409A, and regulations thereunder, and shall be interpreted
and construed consistent with such provisions.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    11.5 No Contract of
Employment

     

    .

     

    Neither
the establishment of the Plan, nor any modification thereof, nor the creation of
any fund, trust or account, nor the payment of any benefits shall be construed
as giving any Participant, Employee or any person whomsoever the right to be
retained in the service of any Affiliate, and all Participants and other
Employees shall remain subject to discharge to the same extent as if the Plan
had never been adopted.

     

    11.6 Legally
Incompetent

     

    .

     

    The
Administrative Committee may in its discretion direct that payment be made and
the Trustee shall make payment on such direction, directly to an incompetent or
disabled person, whether incompetent or disabled because of minority or mental
or physical disability, or to the guardian of such person or to the person
having legal custody of such person, without further liability with respect to
or in the amount of such payment either on the part of any Participating
Company, the Administrative Committee or the Trustee.

     

    11.7 Heirs, Assigns and Personal
Representatives

     

    .

     

    The Plan
shall be binding upon the heirs, executors, administrators, successors and
assigns of the parties, including each Participant and Beneficiary, present and
future.

     

    11.8 Unsecured Creditor
Rights

     

    .

     

    No
Participant or Beneficiary shall have any right to, or interest in, any assets
of the Trust Fund other than that of a general unsecured creditor of the
Controlling Company.

     

    11.9 Legal
Action

     

    .

     

    In any
action or proceeding involving the assets held with respect to the Plan or Trust
Fund or the administration thereof, the Participating Companies, the
Administrative Committee and the Trustee shall be the only necessary parties and
no Participants, Employees, or former Employees, their Beneficiaries or any
other person having or claiming to have an interest in the Plan shall be
entitled to any notice of process; provided, that such notice as is required by
the IRS and the Department of Labor to be given in connection with the Plan
amendments, termination, curtailment or other activity shall be given in the
manner and form and at the time so required.  Any final judgment which
is not appealed or appealable that may be entered in any such action or
proceeding shall be binding and conclusive on the parties hereto, the
Administrative Committee and all persons having or claiming to have an interest
in the Plan.

     

    11.10 Severability

     

    .

     

    If any
provisions of the Plan shall be held invalid or unenforceable, such invalidity
or unenforceability shall not affect any other provisions hereof, and the Plan
shall be construed and enforced as if such provisions had not been
included.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    11.11 Predecessor
Service

     

    .

     

    In the
event a Participating Company maintains the Plan as successor to a predecessor
employer who maintained the Plan, service for the predecessor employer shall be
treated as service for the Participating Company.

     

    11.12 Plan
Expenses

     

    .

     

    Expenses
incurred with respect to administering the Plan and the Trust shall be paid by
the Trustee from the Trust Fund only to the extent such costs are not paid by
the Participating Companies or to the extent the Controlling Company requests
that the Trustee reimburse it for its payment of such expenses.  The
Company may bear the cost of the expenses of administering the Plan, or the
Administrative Committee may determine at its discretion to deduct
administrative expenses from Participants’ Account balances; provided, no other
benefit or payment to any Participant shall be increased or decreased in
connection with the imposition of, or failure to impose, administrative expenses
under this provision.

     

    


    IN
WITNESS WHEREOF, the Controlling Company has caused this Plan to be executed by
its duly authorized officers and its corporate seal to be affixed hereto, as of
the date set forth below.

    


    AGL
RESOURCES INC.

    


    By:                                                                

    


    Title:                                                                           

    


    Date:
December ____, 2008

    


    


    


    W:\4366.008\docs\2009 NSP
Restatement_v7.doc

    



    
      
        
          


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    SCHEDULE
A

    


    NONPARTICIPATING
AFFILIATES

    


    


    None.

    


    


    



    
      
        
          


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RESOURCES INC. Page A-

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