THIRD AMENDMENT TO THE
                               AGL RESOURCES INC.
                             NONQUALIFIED SAVINGS PLAN

         THIS THIRD  AMENDMENT to the AGL Resources  Inc.  Nonqualified  Savings
Plan  (the  "Plan")  hereby  is made by AGL  Resources  Inc.  (the  "Controlling
Company") as of the 7th day of November, 1997.

                                               W I T N E S S E T H :

         WHEREAS,  the Controlling  Company desires to amend the Plan to provide
that a Covered  Employee who has met the  eligibility  requirements  of the Plan
will continue as an Active Participant in the Plan even upon a change in Covered
Employee status;

         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 January 1, 1998,  Section  2.3(c) of the Plan is hereby
amended by deleting  that section in its entirety  and by  substituting  in lieu
thereof the following:

                  "(c) Change by Participant.  If an Active Participant  changes
                  his status of employment (but remains  employed) so that he is
                  no longer a Covered  Employee,  he shall  continue  his active
                  participation in the Plan until he separates from service with
                  a   Participating   Company   (and  all  other   Participating
                  Companies), and he shall continue to be a Participant until he
                  no longer has an Account under the Plan."


                                                       2.

         Except as  specifically  set forth  above,  the terms of the Plan shall
remain in full force and effect.

         IN WITNESS  WHEREOF,  the Company has caused this Third Amendment 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

                                                    b409604

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