SECOND AMENDMENT TO THE
                               AGL RESOURCES INC.
                            NONQUALIFIED SAVINGS PLAN


   (Formerly known as the ATLANTA GAS LIGHT COMPANY NONQUALIFIED SAVINGS PLAN)




         This SECOND  AMENDMENT to the AGL RESOURCES INC.  NONQUALIFIED  SAVINGS
PLAN (the "Plan") is made by AGL Resources Inc. (the  "Controlling  Company") on
this 14th day of February, 1997.


                              W I T N E S S E T H:


         WHEREAS,  the  Controlling  Company has assumed the  sponsorship of the
Plan and has determined that it would be in the best interest of the Controlling
Company,  its employees and the employees of its  subsidiaries to amend the Plan
to change the name of the Plan and to make certain other changes;

         WHEREAS,  the  Board  of  Directors  of  the  Controlling  Company  has
authorized  the  officers  to take this  action,  and  Section  10.1 of the Plan
permits the Company to amend the Plan at any time;


         NOW,  THEREFORE,  the  Controlling  Company  hereby  amends the Plan as
follows:




                                       1.

         Effective as of July 1, 1996, the name of the Plan is hereby changed to
"AGL Resources Inc.  Nonqualified  Savings Plan" and all references to "Plan" in
the Plan shall mean the AGL Resources Inc.
Nonqualified Savings Plan.


                                       2.


         Effective  as of July 1,  1996,  Section  1.17  of the  Plan is  hereby
amended by deleting  that section in its entirety  and by  substituting  in lieu
thereof the following:

                  "1.17    "Controlling Company" shall mean AGL Resources Inc. ,
                  a Georgia corporation with its principal office in Atlanta,
                  Georgia, and its successors which adopt the Plan."









                                       3.

         Effective  as of  March 1,  1997,  Section  1.24 of the Plan is  hereby
amended by deleting  that section in its entirety  and by  substituting  in lieu
thereof the following:

                  "1.24  "Entry Date" shall mean each January 1, April 1, July 1
                  and  October 1 for all periods  beginning  on or after July 1,
                  1995 through February 28, 1997; thereafter, "Entry Date" shall
                  mean  each  business  day  during  which the Plan  remains  in
                  effect."



                                       4.


         Effective  as of  March 1,  1997,  Section  2.1 of the  Plan is  hereby
amended by deleting  that section in its entirety  and by  substituting  in lieu
thereof the following:


                  "2.1     Initial Eligibility Requirements.

                             (a) General  Rule.  Effective  as of March 1, 1997,
                  except as provided in  subsection  (b) hereof,  every  Covered
                  Employee shall become an Active Participant in the Plan on the
                  Entry Date  coincident  with or immediately  following (i) his
                  attainment  of age 21, and (ii) the  completion of thirty (30)
                  days of  employment  as a Covered  Employee,  provided he is a
                  Covered Employee on such date.

                           (b) New  Participating  Companies.  For  employees of
                  companies that become  Participating  Companies after March 1,
                  1997 ,  each  Covered  Employee  employed  by a  Participating
                  Company on the date such Participating Company first becomes a
                  Participating Company shall become an Active Participant as of
                  such Participating  Company's  effective date of participation
                  under the Plan,  if as of such  effective  date,  the  Covered
                  Employee has attained age 21 and completed thirty (30) days of
                  employment with such Participating Company."



                                       5.

         Effective as of July 1, 1996,  Schedule A to the Plan is hereby amended
and shall be reflected as attached hereto. Further, the Administrative Committee
shall  hereafter  have  authority  to amend  Schedule A hereto from time to time
without  further  approval of the Board of  Directors  to  properly  reflect the
Participating Companies in the Plan.










                                       6.

         Except as specifically  amended  hereby,  the Plan shall remain in full
force and effect.



         IN  WITNESS  WHEREOF,  the  Controlling  Company  has  caused  its duly
authorized  officer to execute this  amendment and to affix its  corporate  seal
hereto, all as of the date first above written.



                                            AGL RESOURCES INC.


                                            By:  /s/ Robert L. Goocher
                                            Robert L. Goocher
                                            Executive Vice President



                



















                                   SCHEDULE A


                   EFFECTIVE DATES FOR PARTICIPATING COMPANIES





        Name of                                         Effective Date
Participating Company                                   of Participation


Atlanta Gas Light Company                               July 1, 1995

Georgia Gas Company                                     July 1, 1995

Chattanooga Gas Company                                 July 1, 1995

Georgia Gas Service Company                             July 1, 1995
   (other than:
         Alabama Gas Service Company
         GBJ Investment Co., Inc.
         Gasco Lending, Inc.
         Jordan Gas Company, Inc.
         Good Neighbor Gas Company, Inc.
         Southern Butane Co., Inc.
         Waters L.P. Gas, Inc.
         Jordan Gas Service, Inc.
         J&H Propane, Inc.)

AGL Resources Inc.                                      July 1, 1996

AGL Investments, Inc.                                   July 1, 1996
   (other than:
          AGL Consumer Services, Inc.
          AGL Gas Marketing, Inc.
          AGL Power Services, Inc.
          Georgia Energy Company
          Trustees Investments, Inc.)

The Energy Spring, Inc.                                 July 1, 1996

AGL Energy Services, Inc.                               July 1, 1996
   (other than:
         Peachtree Pipeline Co.)

AGL Resources Service Company, Inc.                     July 1, 1996