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


         This  Seventh  Amendment  to the AGL  Resources  Inc.  Long-Term  Stock
Incentive  Plan of 1990 (the  "Plan") is made and  entered  into this 6th day of
November 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  believes  that it is in the best interest of the
Company and its  employees  to amend the Plan to  increase  the number of shares
which may be subject to the Plan; and

         WHEREAS, the Company desires to increase the number of shares available
under the Plan from 3,200,000 shares to 3,520,000 shares; and

         WHEREAS,  the  Company  desires  that  the  maximum  number  of  shares
available  for issuance  with respect to incentive  stock options under the Plan
shall remain at 3,200,000; 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, effective as of November 6, 1998,
the Plan hereby is amended as follows:

                                                                 1.

         Section  3 of the  Plan is  hereby  amended  by  replacing  the  second
sentence thereof with the following sentence:

                  "Subject to  readjustment in accordance with the provisions of
         Section 8, the total  number of shares of Common  Stock for which Stock
         Rights may be granted  to persons  participating  in the Plan shall not
         exceed in the  aggregate  3,520,000  shares of Common  Stock,  less any
         shares used as payment for SARs  pursuant  to Section  6(a);  provided,
         however,  that no person  participating  in the Plan  shall be  granted
         options  and SARs with  respect to more than  250,000  shares of Common
         Stock (as adjusted) in any fiscal year;  provided,  further,  that ISOs
         may not be granted with respect to more than 3,200,000 shares of Common
         Stock (as adjusted)."






                                                                 2.

         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 Seventh  Amendment to
the Plan to be  executed  by its duly  authorized  officer  as of the date first
above written.


                                AGL RESOURCES INC.


                                By:      /s/ Melanie M. Plat
                                Title:   Vice President and Corporate Secretary