Exhibit 10.1


    
      

    


     

     

    EXHIBIT
      10.1

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    NON-SOLICITATION,
      COOPERATION 

    AND
      GENERAL
      RELEASE AND WAIVER AGREEMENT

    


    THIS
      AGREEMENT
      ("Agreement") is made and entered into this 1st day of January 2006, by and
      between PAULA
      ROSPUT
      REYNOLDS
      (the "Executive")
      and AGL
      RESOURCES INC.,
      (the "Company"),
      on behalf of itself and its wholly-owned subsidiary AGL Services Company,
      together with its successors and assigns. 

    


    RECITALS

    


    WHEREAS,
      the
      Executive and the Company have previously entered into that certain Continuity
      Agreement effective as of December 1, 2003 (the "Continuity Agreement") with
      respect to Executive's employment with the Company; and

    


    WHEREAS,
      the
      Executive tendered her resignation as an employee and director of the Company
      effective as of December 31, 2005;

    


    WHEREAS,
      the Company
      accepted such resignation; and

    


    WHEREAS,
      the parties
      wish to settle all matters between the Executive and the Company.

    


    NOW
      THEREFORE, in
      consideration of the mutual covenants contained herein and for other good and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the Executive and the Company agree as follows:

    


    AGREEMENT

    


    1.  Employment
      and Directorship Termination.
      The parties agree
      and acknowledge that, as a result of Executive’s resignation: (i) Executive's
      employment and directorship with the Company terminated effective December
      31,
      2005 (the "Termination Date") and (ii) on the Termination Date, the Continuity
      Agreement terminated and is no longer in effect. 

     

    2.  Payment.
      As soon as
      practicable, but no later than January 31, 2006, the Company will pay, or will
      cause to be paid, to the Executive the sum of $281,000, less any applicable
      withholding and other customary deductions, as (i) consideration for the
      covenants contained in this Agreement and (ii) a full and final settlement
      of
      all amounts to which the Executive may claim to be entitled for any and all
      employment with, and services to, the Company or any of its subsidiaries or
      affiliates other than amounts due the Executive under the Company's compensation
      and employee benefit plans. 

     

    3.  Cooperation.
      The Executive
      agrees that she will be available to assist in an orderly transition for a
      period of up to twenty-four (24) months following the Termination Date as
      determined necessary, and as requested, by the Company. Additionally, the
      Executive shall provide to the Chief Executive Officer and to the Chief
      Financial Officer of the Company, certifications in the form attached hereto
      as
      Exhibits A and B, respectively, in connection with the filing by the Company
      with the Securities and Exchange Commission of the Company’s annual report on
      Form 10-K for the year ended December 31, 2005. Such certifications shall be
      provided by Executive after she has had a reasonable opportunity to review
      the
      Form 10-K in substantially the form that the Company intends to file it.


     

    4.  Confidentiality;
      Non-Disparagement; Non-Solicitation.
      Without the prior
      written consent of the Company, the Executive agrees hereby not to disclose
      or
      use, directly or indirectly (except as may be required by a court of competent
      jurisdiction), any trade secret or other confidential information pertaining
      to
      the conduct of the Company's business, unless and until such trade secret or
      confidential information is in the public domain. The Company's business, as
      that term is used herein, includes, but is not limited to, the Company's and
      any
      of its subsidiaries' records, processes, methods, data, reports, information,
      documents, equipment, training manuals, customer lists and business secrets.
      Executive further agrees that, during the twenty-four (24) month period
      following the Termination Date, the Executive shall not, without the prior
      written consent of the Company: (i) initiate contact with employees of the
      Company or any of its subsidiaries for employment outside the Company or one
      of
      its subsidiaries or (ii) hire or knowingly allow Executive’s then current
      employer to hire any employee of the Company or any of its subsidiaries for
      employment outside the Company or one of its subsidiaries. Except as may be
      compelled by a court of competent jurisdiction or as may otherwise by required
      by law, Executive shall take no action (including without limitation the making
      of any oral or written statement) which damages the reputation of the Company
      or
      any of its subsidiaries or any of their respective employees, officers or
      directors.

     

    5.  Release
      and
      Waiver. The
      Executive, for
      the Executive and the Executive's predecessors, successors, assigns, and heirs,
      hereby agrees to discharge and release the Company and, as applicable, each
      of
      its direct and indirect subsidiaries or affiliated corporations, organizations,
      and representatives, and their respective successors, assigns, present or former
      owners, employees, officers, directors, consultants, partners, shareholders,
      clients and counsel from all claims or demands the Executive may have based
      on
      the Executive's employment or directorship with the Company or with any
      subsidiary or affiliate of the Company or the termination of any such employment
      or directorship. This includes a release of any rights or claims the Executive
      may have based on any facts or events, whether known or unknown by the
      Executive, that occurred on or before the effective date of this Agreement,
      or
      events that are contemplated by this Agreement, including,
      without limitation,
      a release of any
      rights or claims the Employee may have based on:

     

    a. the
      Civil Rights Act
      of 1866, as amended, Title VII of the Civil Rights Act of 1964, as amended,
      and
      the Civil Rights Act of 1991, as amended; the Age Discrimination in Employment
      Act of 1967, as amended; the Americans with Disabilities Act of 1990; the
      Rehabilitation Act of 1973; the Equal Pay Act of 1963; the Employee Retirement
      Income Security Act of 1974, as amended;

     

    b. the
      laws of the
      State of Georgia concerning wages, employment and discharge or any other law,
      rule, regulation or ordinance pertaining to employment, terms and conditions
      of
      employment, or termination of employment;

     

    c. claims
      arising out
      of any legal restrictions of the right to terminate the Company’s employees such
      as wrongful or unlawful discharge or related causes of action;

     

    d. intentional
      infliction of emotional distress; and/or

     

    e. violations
      of any
      contract express or implied.

     

    No
      reference to the
      aforementioned causes of action or claims is intended to limit the scope of
      the
      release and waiver provisions of this Agreement. 

     

    6.  No
      Future
      Grievances.
      The Executive
      promises never to file, or cause to be filed, any petitions, charges,
      complaints, grievances, lawsuits, or related documents with any judicial or
      administrative agency or union relating to any matter released herein.


     

    7.  Period
      of
      Acceptance.
      The Executive
      acknowledges that she has been advised that the terms of this Agreement shall
      be
      open for acceptance by the Executive for a period of at least 21 days during
      which time the Executive may consider whether or not to accept this Agreement
      and seek counsel to advise the Executive regarding the same. The Executive
      agrees that changes to this Agreement, whether material or immaterial, will
      not
      restart this acceptance period, and that she may use as much or as little of
      this period as she wishes prior to signing. The Executive also acknowledges
      that
      she may revoke this Agreement within seven days after signing it. To be
      effective, notice of such revocation must be received in writing by the Company.
      Notice of such revocation may also be made by hand delivery or by
      facsimile.

     

    8.  Complete
      Understanding.
      This Agreement
      contains the parties' complete understanding and there are no other agreements,
      oral or written, pertaining to the subject matter of this Agreement. Any
      amendment or modification of this Agreement must be made in writing and signed
      by all parties hereto. Any prior separation or release agreements or
      understandings are hereby revoked unless specifically incorporated into this
      Agreement. 

     

    9.  Voluntary
      Agreement.
      The Executive
      acknowledges that she is entering into this Agreement voluntarily and of her
      own
      free will, and that there were no inducements or representations leading to
      the
      execution of this document, except as described in this Agreement. 

     

    10.  Consultation
      with Counsel.
      The Executive
      acknowledges that before signing this Agreement, the Executive was advised
      to
      consult with an attorney prior to executing this Agreement and the Executive
      had
      an adequate opportunity to review the Agreement with persons of her choosing,
      including her attorney, and the Executive signed the Agreement knowingly and
      voluntarily. 

     

    11.  Binding
      Effect.
      The parties
      expressly agree that this Agreement shall inure to the benefit of and be binding
      upon the parties hereto and their respective heirs, successors and
      assigns.

     

    12.  Severability.
      In the event any
      provision of the Agreement shall be held illegal or invalid for any reason,
      the
      illegality or invalidity shall not affect the remaining parts of the Agreement,
      and the Agreement shall be construed and enforced as if the illegal or invalid
      provision had not been included.

     

    13.  Counterparts.
      This Agreement may
      be executed in any number of counterparts each of which, taken together, shall
      constitute one Agreement.

     

    14.  Governing
      Law.
      This Agreement
      shall be governed by and construed in accordance with the laws of the State
      of
      Georgia, excluding any conflicts or choice of law rule or principle that might
      otherwise refer construction or interpretation of this Agreement to the
      substantive law of another jurisdiction. 

     

    IN
      WITNESS WHEREOF,
      the Executive and the Company have caused this Agreement to be executed as
      of
      the day and year first above written.

    


    EXECUTIVE

    


    /s/
      Paula Rosput
      Reynolds   

    Paula
      Rosput
      Reynolds  

     

    AGL
      RESOURCES
      INC.

     

    /s/
      Paul R.
      Shlanta   

    By:
      Paul R. Shlanta

    
      Its:
        Executive Vice
        President, General Counsel and Chief Ethics and Compliance
        Officer

    

     

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      “A”

    


    CERTIFICATION
      PURSUANT TO SECTION 302 OF THE

    SARBANES-OXLEY
      ACT OF 2002

    


    I,
      Paula Rosput Reynolds, certify that: 

    


    1. I
      have reviewed the
      Annual Report on Form 10-K of AGL Resources Inc. for the fiscal year ended
      December 31, 2005 (the “Report”); 

     

    2. Based
      on my
      knowledge, the Report does not contain any untrue statement of a material fact
      or omit to state a material fact necessary to make the statements made, in
      light
      of the circumstances under which such statements were made, not misleading
      with
      respect to the period covered by the Report;

     

    3.
       Based
      on my
      knowledge, the financial statements and other financial information included
      in
      the Report fairly present in all material respects the financial condition,
      results of operations and cash flows of the registrant as of, and for, the
      periods presented in the Report;

      

    4.
       The
      registrant's
      chief financial officer and I were responsible for establishing and maintaining
      adequate disclosure controls and procedures (as defined in Exchange Act Rules
      13a-15(e) and 15d-15(e)) and adequate internal control over financial reporting
      (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant
      for the fiscal year ended December 31, 2005 and we:

    


     (a)
 Designed
      such
      disclosure controls and procedures, or caused such disclosure controls and
      procedures to be designed under our supervision, to ensure that material
      information relating to the registrant, including its consolidated subsidiaries,
      is made known to the registrant’s chief executive officer and chief financial
      officer by others within those entities, particularly during the period in
      which
      the report was being prepared; and

    


    (b) Designed
      such
      internal control over financial reporting, or caused such internal control
      over
      financial reporting to be designed under our supervision, to provide reasonable
      assurance regarding the reliability of financial reporting and the preparation
      of financial statements for external purposes in accordance with generally
      accepted accounting principles;

    


    5. I
      evaluated the
      effectiveness of the registrant’s disclosure controls and procedures as of the
      end of the period covered by the Report and concluded that the registrant’s
      disclosure controls and procedures were effective as of December 31, 2005 in
      providing a reasonable level of assurance that information the registrant is
      required to disclose in reports that it files or submits under the Exchange
      Act
      is recorded, processed, summarized and reported within the time periods in
      SEC
      rules and forms, including a reasonable level of assurance that information
      required to be disclosed by the registrant in such reports is accumulated and
      communicated to the registrant’s management, including the principal executive
      officer and the principal financial officer, as appropriate to allow timely
      decisions regarding required disclosures;

    


    6. I
      evaluated the
      effectiveness of the registrant’s internal control over financial reporting as
      of the end of the period covered by the Report based on the framework in
Internal
      Control-Integrated Framework
      issued by the
      Committee of Sponsoring Organizations of the Treadway Commission and concluded
      that the registrant’s internal control over financial reporting was effective as
      of December 31, 2005;

    and

    


    7. I
      have disclosed to
      the registrant’s chief financial officer and to the audit committee of the
      registrant’s board of directors any change in the registrant’s internal control
      over financial reporting that occurred during the registrant’s fiscal quarter
      ended December 31, 2005 that has materially affected, or is reasonably likely
      to
      materially affect, the registrant’s internal control over financial reporting;
      and

     

    8. I
      have disclosed,
      based on my most recent evaluation of internal control over financial reporting,
      to the registrant's auditors and the audit committee of the registrant's board
      of directors:

     

    (a)
 All
      significant
      deficiencies and material weaknesses in the design or operation of internal
      control over financial reporting which are reasonably likely to adversely affect
      the registrant's ability to record, process, summarize and report financial
      information; and

    


    (b)
       Any
      fraud, whether
      or not material, that involves management or other employees who have a
      significant role in the registrant's internal control over financial
      reporting.

    


    


    
      	
              Date:
                February
                __, 2006

            	
              /s/
                Paula
                Rosput Reynolds

            
	
               

            	
              Former
                Chairman, President and Chief Executive Officer

              AGL
                Resources
                Inc.

            


    

    


    


    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      “B”

    


    CERTIFICATION
      PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

    


    


    The
      undersigned, as the chief executive officer of AGL Resources Inc. during the
      fiscal year ended December 31, 2005, certifies, pursuant to 18 U.S.C. Section
      1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
      that
      to my knowledge:

    


    (1)   the
      Annual Report on
      Form 10-K of AGL Resources Inc. for the annual period ended December 31, 2005
      (the “Report”) fully complies with the requirements of Section 13(a) or 15(d),
      as applicable, of the Securities Exchange Act of 1934; and

    


    (2)   the
      information
      contained in the Report fairly presents, in all material respects, the financial
      condition and results of operations of AGL Resources Inc. 

    


    


    


    
      	
              Date:
                February
                __, 2006

            	
              /s/
                Paula
                Rosput Reynolds

            
	
               

            	
              Former
                Chairman, President and Chief Executive Officer

              AGL
                Resources
                Inc.