FOURTH AMENDMENT TO THE
                       ATLANTA GAS LIGHT COMPANY LONG-TERM
                          STOCK INCENTIVE PLAN OF 1990



         This Fourth Amendment to the Atlanta Gas Light Company  Long-Term Stock
Incentive  Plan (the  "Plan")  is made and  entered  into this 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 provide  incentive  and to
encourage proprietary interest in the Company by its key employees, officers and
inside directors; 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  employees  to amend the Plan to provide  for and  clarify  such
change and conversion  with regard to all stock issued and options granted under
the Plan; and

         WHEREAS,  Section 8 of the Plan provides for certain  adjustments to be
made to all outstanding  Stock Rights under the Plan in the event of a change in
the  securities  of the  Company,  and it is the  Board's  intent  to make  such
adjustments; 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,  effective as of March 6, 1996,
by replacing the first sentence thereof with the following sentence:

                  "Effective as of March 6, 1996, 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 AGL Resources Inc. (the 'Common Stock')."

                                       2.






         Section  8(a) of the Plan shall apply to all  outstanding  Stock Rights
under the Plan so that appropriate adjustments shall be made under the Plan upon
the  conversion  of all common  stock of the Company into $5.00 par value common
stock of AGL Resources Inc.


                                       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 Fourth 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