exhibit_10-1ai.htm


    
      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit 10.1.ai

     

    FIRST
AMENDMENT TO THE

    AGL
RESOURCES INC.

    2007
OMNIBUS PERFORMANCE INCENTIVE PLAN

     

    This
First Amendment to the AGL Resources Inc. 2007 Omnibus Performance Incentive
Plan (the “Plan”), is made and entered into this ____ day of December, 2008, by
AGL Resources Inc. (the “Company”).

     

    W I T N E S S E T
H:

    


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

    


    WHEREAS,
pursuant to Section 11.7 of the Plan, the Board of Directors of the Company has
the right to amend the Plan with respect to certain matters; and

    


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

    


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

    


    FURTHER
RESOLVED, that Sections 1 and 3 of this First Amendment shall be effective with
respect to all awards outstanding under the Plan as of the date hereof, and
Section 2 of this First Amendment shall be effective only with respect to awards
granted after December 31, 2008, under the Plan.

    


    1.

    


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

    


    “Change in Control” shall
mean the earliest of the following to occur:

    


    
      	
              a.  

            	
              The
      date any one person, or more that one person acting as a group (as
      determined under Treasury Regulation 1.409A-3(i)(5)(v)(B), a “Group”),
      acquires ownership of stock of the Company that, together with stock held
      by such person or Group, constitutes more than fifty percent (50%) of the
      total fair market value or total voting power of the stock of the
      Company.  If any one person or Group is considered to own more than
      50% of the total fair market value or total voting power of the Company,
      the acquisition of additional control of the Company by the same person or
      Group is not considered to cause a Change in Control of the
      Company;

            


    

    


    
      	
              b.  

            	
              The
      date any one person or Group acquires (or has acquired during the 12-month
      period ending on the date of the most recent acquisition by such person or
      persons) ownership of stock of the Company possessing thirty-five percent
      (35%) or more of the total voting power of the stock of the
      Company;

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              c.  

            	
              The
      date a majority of the members of the Board is replaced during any twelve
      (12) month period by directors whose appointment or election is not
      endorsed by a majority of the members of the Board before the date of
      their appointment or election; or

            


    

    


    
      	
              d.  

            	
              The
      date that any one person or Group, acquires (or has acquired during the
      twelve (12) month period ending on the date of the most recent acquisition
      by such person or persons) assets from the Company that have a total gross
      fair market value equal to or more than fifty percent (50%) of the total
      gross fair market value of all assets of the Company immediately before
      such acquisition or acquisitions.  For this purpose, gross fair
      market value means the value of the assets of the Company, or the assets
      being disposed of, determined without regard to any liabilities associated
      with such assets. 

            


    

    


    It is
intended that there will be a Change in Control under the Plan only to the
extent such event or transaction would constitute a “change in control event” as
such term is defined in Treasury Regulation Section 1.409A-3(i)(5) and thus the
provisions of the definition of Change in Control shall be applied and
interpreted consistent with the provisions of such Treasury Regulation, as
amended from time to time; recognizing however, that the definition of Change in
Control in the Plan may be more restrictive in certain respects than the
definition contained in Treasury Regulation Section
1.409A-3(i)(5).”

    


    2.

    


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

    


    “Good Reason” as a reason for
a Participant’s termination of employment shall have the meaning assigned such
term in the employment, severance or similar agreement, if any between a
Participant and the Company or a Related Company; provided, however, that if
there is no such employment, severance or similar agreement in which such term
is defined, and unless otherwise defined in the applicable Agreement, “Good
Reason” shall mean the occurrence, without the Participant’s express written
consent, of any material adverse change in the Participant’s rate of annual base
salary or annual incentive compensation opportunity from the rate of annual base
salary and annual incentive compensation opportunity in effect as of the Change
in Control.  To qualify as a termination for Good Reason, the
Participant must provide notice to the Company within ninety (90) days of the
initial existence of the condition constituting Good Reason and give the Company
thirty (30) days to remedy such condition.  The Participant must
terminate his or her employment for Good Reason within a period of two (2) years
after the occurrence of an event of Good Reason.”

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3.

    


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

    


    “13.  Special Provisions Related to
Section 409A of the Code.

    


    
      	
               
      

            	
              a.

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

            


    

    


    
      	
               
      

            	
              b.

            	
              Definitional
      Restrictions.  Notwithstanding anything in the Plan or in
      any Agreement to the contrary, to the extent that any amount or benefit
      that would constitute non-exempt “deferred
      compensation” for purposes of Section 409A of the Code would
      otherwise be payable or distributable, or a different form of payment
      (e.g., lump sum or installment) would be effected, under the Plan or any
      Agreement by reason of the occurrence of a Change in Control, or the
      Participant’s Disability or separation from service, such amount or
      benefit will not be payable or distributable to the Participant, and/or
      such different form of payment will not be effected, by reason of such
      circumstance unless (i) the circumstances giving rise to such Change
      in Control, Disability or separation from service meet any description or
      definition of “change in control event”, “disability” or “separation from
      service”, as the case may be, in Section 409A of the Code and
      applicable regulations (without giving effect to any elective provisions
      that may be available under such definition), or (ii) the payment or
      distribution of such amount or benefit would be exempt from the
      application of Section 409A of the Code by reason of the short-term
      deferral exemption or otherwise.  This provision does not
      prohibit the vesting of any Award
      upon a Change in Control, Disability or separation from service, however
      defined.  If this provision prevents the payment or distribution
      of any amount or benefit, such payment or distribution shall be made on
      the next earliest payment or distribution date or event specified in the
      Agreement that is permissible under Section 409A of the
      Code.  If this provision prevents the application of a different
      form of payment of any amount or benefit, such payment shall be made in
      the same form as would have applied absent such designated event or
      circumstance.

            


    

    


    
      	
               
      

            	
              c.

            	
              Allocation among
      Possible Exemptions.  If any one or more Awards granted
      under the Plan to a Participant could qualify for any separation pay
      exemption described in Treasury Regulation Section 1.409A-1(b)(9), but
      such Awards in the aggregate exceed the dollar limit permitted for the
      separation pay exemptions, the Company (acting through the Committee or
      the highest ranking officer in Human Resources) shall determine which
      Awards or portions thereof will be subject to such
    exemptions.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              d.

            	
              Six-Month Delay in
      Certain Circumstances.  Notwithstanding anything in the
      Plan or in any Agreement to the contrary, if any amount or benefit that
      would constitute non-exempt “deferred
      compensation” for purposes of Section 409A of the Code would otherwise be
      payable or distributable under this Plan or any Agreement by reason of a
      Participant’s separation from service during a period in which the
      Participant is a Specified Employee (as defined below), then, subject to
      any permissible acceleration of payment by the Committee under Treas. Reg.
      Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii)
      (conflicts of interest), or (j)(4)(vi) (payment of employment
      taxes):

            


    

    


    (i) if
the payment or distribution is payable in a lump sum, the Participant’s right to
receive payment or distribution of such non-exempt deferred compensation will be
delayed until the earlier of (i) a date no later than later thirty (30) days
following the Participant’s death, or (ii) a day during the seventh month
following the Participant’s separation from service; and

    


    (ii) if
the payment or distribution is payable over time, the amount of such non-exempt
deferred compensation that would otherwise be payable during the six-month
period immediately following the Participant’s separation from service will be
accumulated and the Participant’s right to receive payment or distribution of
such accumulated amount will be delayed until the earlier of (i) a date no later
than thirty (30) days following the Participant’s death, or (ii) a day during
the seventh month following the Participant’s separation from service, whereupon
the accumulated amount will be paid or distributed to the Participant and the
normal payment or distribution schedule for any remaining payments or
distributions will resume.

    


    For
purposes of this Plan, the term “Specified Employee” has the meaning given such
term in Code Section 409A and the final regulations thereunder, provided, however, that, as
permitted in such final regulations, the Company’s Specified Employees and its
application of the six-month delay rule of Code Section 409A(a)(2)(B)(i) shall
be determined in accordance with rules adopted by the Board or any committee of
the Board, which shall be applied consistently with respect to all nonqualified
deferred compensation arrangements of the Company, including this
Plan.

    


    
      	
               
      

            	
              e.

            	
              Grants to Employees of
      Affiliates.  Eligible Employees who are service providers
      to an affiliate may be granted Stock Options or Stock Appreciation Rights
      under this Plan only if the affiliate qualifies as an “eligible issuer of
      service recipient stock” within the meaning of §1.409A-1(b)(5)(iii)(E) of
      the final regulations under Code Section
409A.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              f.

            	
              Design Limits on Stock
      Options and Stock Appreciation Rights.  Notwithstanding
      anything in this Plan or any Agreement, no Stock Option or Stock
      Appreciation Right granted under this Plan shall have any feature for the
      deferral of compensation other than the deferral of recognition of income
      until the exercise or disposition of the Stock Option or Stock
      Appreciation Right.

            


    

    


    
      	
               
      

            	
              g.

            	
              Anti-Dilution
      Adjustments.  Notwithstanding any anti-dilution provision
      in the Plan, the Committee shall not make any adjustments to outstanding
      Stock Options or Stock Appreciation Rights that would constitute a
      modification or substitution of the stock right under Treas. Reg. Sections
      1.409A-1(b)(5)(v) that would be treated as the grant of a new stock right
      or change in the form of payment for purposes of Code Section
      409A.”

            


    

    


    4.

    


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

    


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

    


    


    AGL
RESOURCES INC.

    


    


    


    By: