SECOND AMENDMENT TO THE
ATLANTA GAS LIGHT COMPANY LONG-TERM
STOCK INCENTIVE PLAN OF 1990
This Second Amendment to the Atlanta Gas Light Company Long-Term Stock
Incentive Plan (the "Plan") is made and entered into this 16th day of December,
1994, 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 provide incentive and to
encourage proprietary interest in the Company by its key employees, officers and
inside directors; and
WHEREAS, the Company believes that it is in the best interest of the
Company and its employees to amend the Plan to provide for limited beneficiary
designations and the extension of certain exercise periods; and
WHEREAS, Section 10 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 3 of the Plan shall be amended by deleting that section in its
entirety and substituting in lieu thereof the following section:
3. Stock.
The stock subject to the Stock Rights and other provisions of the
Plan shall be authorized but unissued or reacquired shares of the
$5.00 par value common stock of the Company (the "Common Stock").
Subject to readjustment in accordance with the provisions of
Section 8, the total number of shares of the Common Stock for
which Stock Rights may be granted to persons participating in the
Plan shall not exceed in the aggregate 800,000 shares of Common
Stock, less any shares used as payment for SAR's pursuant to
Section 6(a). Notwithstanding the foregoing, shares of Common
Stock allocable to the unexercised portion of any expired or
terminated Option may become subject to Stock Rights under the
Plan. Stock not subject to Stock Rights includes (i) shares of
Restricted Stock which are forfeited for any reason and (ii)
shares used in payment of the Option price for any Option under
the Plan.
2. Section 5(j)(ii) of the Plan shall be amended by deleting that
subsection in its entirety and substituting in lieu thereof the following
subsection:
(ii) Upon an Optionee's retirement with the Company's consent or the
termination of an Optionee's employment due to disability, as
determined by the Committee in its sole discretion, any Option or
unexercised portion thereof granted to him which is otherwise
exercisable shall terminate on and shall not be exercisable after
12 months from the date of the Optionee's retirement with the
consent of the Company or after 3 months from the date of the
Optionee's termination due to disability; provided, any ISO or
unexercised portion thereof which remains unexercised on the date
three months after the date on which such Optionee ceases to be
an employee of the Company and any Subsidiary shall convert to a
Non-ISO for the remainder of its exercise period. Notwithstanding
the above, the Committee may provide in the Option Agreement that
such Option or any unexercised portion thereof shall terminate
sooner. An Option shall be exercisable in accordance with its
terms and only for the number of shares exercisable on the date
such
Optionee's employment ceases.
3. Section 5(j)(iii) of the Plan shall be amended by deleting that
subsection in its entirety and substituting in lieu thereof the following
subsection:
(iii)In the event of the death of the Optionee while he or she is an
employee of the Company or a Subsidiary or within 3 months after
the date on which such Optionee's employment terminated due to
retirement with the Company's consent or due to disability, as
determined by the Committee in its sole discretion, any Option or
unexercised portion thereof granted to him or her may be
exercised by his or her beneficiary, as designated pursuant to
the provisions of Section 5(p) of the Plan, at any time prior to
the expiration of 1 year from the date of death of such Optionee,
but in no event later than the date of expiration of the option
period; provided, the Committee may provide in any Option
Agreement that such Option or any unexercised portion thereof
shall terminate sooner. Any exercise by a designated beneficiary
of the Optionee shall be effected pursuant to the terms of this
Section 5 as if such designated beneficiary were the named
Optionee.
4. A new Section 5(p) shall be added to the Plan as follows:
(p) Designation of Beneficiary. Each Optionee shall be permitted to
name one person as -------------------------- beneficiary for
each Option he or she is granted under the Plan. The designated
beneficiary shall have the rights described in Section 5(j)(iii)
of the Plan. Each Optionee shall be provided a beneficiary
designation form by the Committee and may designate one
individual as beneficiary for each Option, and that form should
be completed and returned to the Committee. If no completed
beneficiary designation form has been received by the Committee
for an Option upon the death of the Optionee, the executor or
administrator of the Optionee's estate shall be considered the
Optionee's designated beneficiary for that Option.
5. The amendments contained in this Second Amendment to the Plan shall be
considered effective for all Options granted after January 1, 1994. In addition,
the amendments made by Items 2, 3 and 4 above shall be considered applicable to
all Options (and their respective option agreements) granted under the Plan
prior to that date, retroactive to the initial effective date of the Plan,
November 3, 1989.
6. Except as specifically set for herein, the terms of the Plan shall
remain in full force and effect.
IN WITNESS WHEREOF, the Company has caused this Second 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
Executive Vice President-
Business Support and Chief
Financial Officer
A.26045