FIFTH AMENDMENT TO THE
AGL RESOURCES INC. LONG-TERM
STOCK INCENTIVE PLAN OF 1990
(Formerly known as the ATLANTA GAS LIGHT COMPANY
LONG-TERM STOCK INCENTIVE PLAN OF 1990)
This Fifth Amendment to the AGL Resources Inc. Long-Term Stock
Incentive Plan of 1990 (formerly known as the Atlanta Gas Light Company
Long-Term Stock Incentive Plan of 1990) (the "Plan") is made and entered into
this 1st day of November, 1996, by AGL Resources Inc. (the "Company").
W I T N E S S E T H:
WHEREAS, the Company has assumed the sponsorship of this Plan and 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 change the name of
the Plan, to clarify the definition of "fair market value" with regard to stock
under the Plan and to clarify the methods of payment an Optionee may use to
exercise an option; 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, the Plan is hereby amended as follows:
1.
Effective as of July 1, 1996, the name of the Plan is hereby changed to
"AGL Resources Inc. Long-Term Stock Incentive Plan of 1990"; all references to
the "Plan" in the Plan shall mean the AGL Resources Inc. Long-Term Stock
Incentive Plan of 1990 and all references to "Company" shall mean AGL Resources
Inc.
2.
Section 5(c)(ii) is hereby amended, effective as of January 1, 1996, by
deleting that section in its entirety and substituting in lieu thereof the
following:
"(ii) The fair market value per share of Common Stock as of a
date of determination shall mean the following:
(A) For purposes of transactions under the Plan that
constitute a purchase or sale of Common Stock on the open
market, the fair market value of the Common Stock shall be the
actual market price on the date and time of the purchase or
sale; and
(B) For all other purposes under the Plan, the fair
market value per share of the Common Stock on any particular
date shall be (a) the closing sale price of the stock as
reflected on the National Association of Securities Dealers,
Inc. National Market System on such date, or (b) if the Common
Stock is listed on an established stock exchange, the closing
price of the stock on such exchange on such date. If, for any
reason, the fair market value per share of the Common Stock
cannot be ascertained or is unavailable for a particular date,
the fair market value of such stock shall be determined as of
the nearest preceding date on which such fair market value can
be ascertained pursuant to the terms hereof."
3.
Section 5(h)(i) of the Plan is hereby amended, effective as of January
1, 1996, by replacing the second sentence thereof with the following sentence.
"The Optionee [or his or her successors as provided in Section
5(j)(iii)] may use any of the following methods of payment:
(A) cash; (B) the delivery of a certificate or certificates
for shares of the Common Stock duly endorsed for transfer to
the Company with medallion level signature guaranteed by a
member firm of a national stock exchange or by a national or
state bank (or guaranteed or notarized in such other manner as
the Committee may require); (C) broker-assisted cashless
exercise; or (D) any combination of the above methods or any
other method of exercise permitted by the Committee."
4.
Section 5(h)(i) of the Plan is hereby amended, effective as of November
1, 1996, by deleting the third sentence thereof in its entirety.
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 Fifth Amendment to the
Plan to be executed by its duly authorized officer as of the date first above
written.
AGL RESOURCES INC.
By: /s/ Robert L. Goocher
Robert L. Goocher
Executive Vice President