FIRST AMENDMENT TO THE
ATLANTA GAS LIGHT COMPANY
1996 NON-EMPLOYEE DIRECTORS EQUITY COMPENSATION PLAN
This First Amendment to the Atlanta Gas Light Company 1996 Non-Employee
Directors Equity Compensation Plan (the "Plan") is made and entered into as of
the 6th day of March 1996, by the Atlanta Gas Light Company (the "Company").
W I T N E S S E T H:
WHEREAS, the Company sponsors the Plan to attract qualified directors
and to provide certain benefits to the non-employee members of the Board of
Directors of the Company; and
WHEREAS, in light of the establishment of AGL Resources Inc. and the
change and conversion of all common stock of the Company into common stock of
AGL Resources Inc., the Company believes that it is in the best interest of the
Company and its non-employee directors to amend the Plan to provide for and
clarify such change and conversion with regard to all stock issued under the
Plan; and
WHEREAS, the Company desires to transfer the sponsorship of the Plan to
AGL Resources Inc., and AGL Resources Inc. desires to assume and adopt the Plan
for the benefit of its directors; and
WHEREAS, Section 11 of the Plan provides that the Company may amend the
Plan at any time (provided shareholder approval is obtained if the amendment
contains certain provisions); and
WHEREAS, the Board of Directors of the Company has adopted a resolution
authorizing the amendment of the Plan;
NOW, THEREFORE, BE IT RESOLVED, that the Plan hereby is amended as
follows:
1.
Effective as of March 6, 1996, the Plan shall be assumed and adopted by
AGL Resources Inc., and Atlanta Gas Light Company shall have no further
obligations or liabilities under the Plan. Upon such effective date, the Plan
shall be amended as follows:
(a) The name of the Plan shall be changed to "AGL RESOURCES INC. 1996
NON-EMPLOYEE DIRECTORS EQUITY COMPENSATION PLAN;" and
(b) All references to "Company" in the Plan shall mean AGL Resources
Inc.
2.
Section 2 of the Plan is amended, effective as of March 6, 1996, by
replacing the first sentence thereof with the following sentence:
"The common stock subject to the Plan shall be authorized but unissued
or reacquired shares of the $5.00 par value common stock of AGL
Resources Inc. (the 'Common Stock')."
3.
Section 7(b) of the Plan is amended, effective as of February 1, 1996,
by adding the following language at the end thereof:
"The fair market value per share of the Common Stock on any particular
day shall be the closing sale price per share of the Common Stock on
the New York Stock Exchange (or other established exchange on which the
Common Stock is listed) on the trading day preceding a particular date.
If, for any reason, the fair market value per share of Common Stock
cannot be ascertained or is unavailable for a particular date, the fair
market value of the Common Stock shall be determined as of the nearest
preceding date on which such fair market value can be ascertained
pursuant to the terms hereof."
4.
Section 7(c) of the Plan is amended, effective as of February 1, 1996,
by adding the following language at the end thereof:
"In the event of the death of the Outside Director at any time during
the term of any outstanding Option(s) granted to him or her, such
Option(s) or any unexercised portion thereof may be exercised by his or
her Beneficiary, as designated by the Outside Director, at any time
during the term of such Option(s), but in no event later than the date
of expiration of such Option(s). Any exercise by a designated
Beneficiary shall be effected pursuant to the terms of the Plan as if
such designated Beneficiary were the Outside Director. Each Outside
Director shall be permitted to name one person as Beneficiary for each
Option he or she is granted under the Plan. If no Beneficiary is
designated by the Outside Director with respect to an Option, the
executor or administrator of the Outside Director's estate shall be
considered the Outside Director's Beneficiary for purposes of that
Option."
5.
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.
ATLANTA GAS LIGHT COMPANY
By: /s/ Robert L. Goocher
Robert L. Goocher
Executive Vice President and
Chief Financial Officer
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