FIRST AMENDMENT TO THE
                               AGL RESOURCES INC.
          1998 COMMON STOCK EQUIVALENT PLAN FOR NON-EMPLOYEE DIRECTORS



     This First Amendment to the AGL Resources Inc. 1998 Common Stock Equivalent
Plan for  Non-Employee  Directors (the "Plan") is made and entered as of January
1, 2000, by AGL Resources Inc. (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,  the  Company  desires to permit the  non-employee  members of the
Board of  Directors  of the Company to elect to defer  receipt of retainer  fees
into the Plan; and

     WHEREAS, Section 8 of the Plan provides that the Company may amend the Plan
at any time; 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.

     Section  2(h) of the  Plan is  amended  in its  entirety,  effective  as of
January 1, 2000, to read as follows:

          "    (h)  "Compensation"  shall mean annual  retainer  and/or periodic
               meeting fees payable to the Director by the Company. "

                                       2.

     Section 3 of the Plan is amended by deleting the first sentence thereof and
replacing the same with the following:

          "Each  Director may elect to defer his or her  Compensation  (with the
          election  limited  to all of his  annual  retainer  and/or  all of his
          meeting fees) for any calendar year under this Plan."











                                       3.

     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: /s/ Walter M. Higgins
                                               Walter M. Higgins
                                               Chairman and Chief Executive
                                               Officer




                                     Page 2