EIGHTH AMENDMENT TO THE
                               AGL RESOURCES INC.
                     LONG-TERM STOCK INCENTIVE PLAN OF 1990


         This  Eighth  Amendment  to the  AGL  Resources  Inc.  Long-Term  Stock
Incentive  Plan of 1990 (the  "Plan") is made and  entered  into this 4th day of
February 2000, by AGL Resources Inc. (the "Company").

                              W I T N E S S E T H:

         WHEREAS,  the Company  sponsors  the Plan to provide  incentive  and to
encourage proprietary interest in the Company by its key employees, officers and
inside directors; and

         WHEREAS,  the  Company  has  determined  that it  would  be in the best
interest of the Company,  its employees and the employees of its subsidiaries to
amend the Plan to provide  for the  extension  of certain  exercise  periods for
options; and

         WHEREAS, Section 10 of the Plan provides that the Company may amend the
Plan at any time; and

         NOW,  THEREFORE,  BE IT  RESOLVED,  that the Plan  hereby is amended as
follows:


                                       1.

         Subsection 5(j)(i) of the Plan shall be amended, effective as of August
1, 1999, by deleting that  subsection in its entirety and  substituting  in lieu
thereof the following subsection:

                  "(i) In the event an Optionee during his or her life ceases to
         be an employee of the Company (including any Subsidiary) for any reason
         other  than  retirement  with  the  consent  of the  Company,  death or
         disability, any Option or unexercised portion thereof granted to him or
         her shall  terminate on and shall not be exercisable  after the earlier
         to occur of (a) the expiration  date of the Option,  or (b) termination
         of  employment;  provided,  the  Committee  may  provide  in the Option
         Agreement  that such Option or any  unexercised  portion  thereof shall
         terminate sooner,  and may provide that, if employment is terminated by
         the Company because of an act or acts by an Optionee  involving  fraud,
         dishonesty,  theft,  embezzlement  or the  like,  no  portion  of  such
         Optionee's  Option shall be exercisable  after the Company gives notice
         to such  Optionee of  termination  of  employment.  For purposes of the
         preceding  sentence,  an  Optionee's  resignation  in  anticipation  of
         termination  of employment by the Company  because of an act or acts of
         the type listed after the  semi-colon in the preceding  sentence  shall
         constitute a notice of termination by the Company. Prior to the earlier
         of the  dates  specified  in the  first  sentence  of  this  subsection
         (5)(j)(i),  the Option shall be




         exercisable  only in accordance  with its terms and only for the number
         of  shares  exercisable  on the  date  of  termination  of  employment.
         However,  if the Optionee is terminated  involuntarily  due to layoffs,
         plant closings,  or any similar reason  unrelated to the Optionee's job
         performance,  the time period  specified in (b) above shall be extended
         to sixty (60) days after the date of  termination  of  employment.  The
         question  of whether  an  authorized  leave of  absence or absence  for
         miliary or government  service or for any other reason shall constitute
         a  termination  of  employment  for  purposes  of  the  Plan  shall  be
         determined by the  Committee,  which  determination  shall be final and
         conclusive."

                                       2.

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


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


                                       AGL RESOURCES INC.


                                       By: /s/ Michele H. Collins
                                               Michele H. Collins
                                               Senior Vice President and
                                               Chief Administrative and
                                               Technology Officer



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