SIXTH AMENDMENT TO THE
                          AGL RESOURCES INC. LONG-TERM
                          STOCK INCENTIVE PLAN OF 1990


         This  Sixth  Amendment  to  the  AGL  Resources  Inc.  Long-Term  Stock
Incentive  Plan of 1990 (the "Plan") is made and entered into as of this 6th day
of February 1998, by AGL Resources Inc. (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  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 provide  for the  extension  of certain  exercise  periods for
options and to change the definition of fair market value; and

         WHEREAS, Section 10 of the Plan provides that the Company may amend the
Plan at any time; and

         WHEREAS,  at its meeting on February 6, 1998, the Board of Directors of
the Company adopted a resolution authorizing the amendment of the Plan;

         NOW,  THEREFORE,  BE IT  RESOLVED,  that the Plan  hereby is amended as
follows:


                                       1.

         Subsection 5(c)(ii) of the Plan shall be amended, effective as of March
1, 1998, by deleting that  subsection in its entirety and  substituting  in lieu
thereof the following subsection:

                  "(ii)  The  fair  market  value  of the  Common  Stock  on any
         particular date shall be the closing sale price per share of the Common
         Stock on the New York Stock Exchange (or other established  exchange on
         which the Common  Stock is listed) on the  trading day  preceding  that
         particular date. If, for any reason, the fair market value per share of
         Common Stock cannot be ascertained  or is unavailable  for a particular
         date,  the fair market value of the Common Stock shall be determined as
         of the nearest  preceding  date on which such fair market  value can be
         ascertained pursuant to the terms hereof."

                                       2.

         Subsection  5(j)(ii)  of the Plan  shall be  amended,  effective  as of
January 1, 1998, 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 upon the termination of an Optionee's  employment due to disability,
         such  disability as affirmed 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.  Effective as of January 1,
         1998,  upon an Optionee's  retirement with the Company's  consent,  the
         Committee,  in its sole discretion,  may extend the exercise period for
         an Option or unexercised  portion thereof granted to the Optionee which
         is  otherwise  exercisable  through the end of the term of that Option.
         Further,  upon an Optionee's retirement with the Company's consent, 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
         through the end of the term of that Option.  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 7 of the Plan shall be amended,  effective as of March 1, 1998,
by adding the following subsection (h) to the end thereof:

          "(h) Fair  Market  Value.  For  purposes  of this  Section 7, the fair
               market  value  on  any  particular   date  of  the  Common  Stock
               underlying an award shall be determined  pursuant to the terms of
               Section 5(c) of the Plan."


                                       4.

         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 Sixth 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

                                                                      S2.508341