First Amendment To The Agl Resources Inc. Long-term Incentive Plan (1999), As Amended And Restated

Exhibit 10.1.b


FIRST AMENDMENT TO THE AGL RESOURCES INC. LONG-TERM INCENTIVE PLAN (1999)

This First Amendment to the AGL Resources Inc. Long-Term Incentive Plan (1999) (the " Plan" ) is made and entered into this 27th day of September, 2004, by AGL Resources Inc. (the " Company" ).
WITNESSETH:
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 that awards of Performance Units may, in the Committee' s discretion, be paid in cash, rather than in shares of Company common stock; and
WHEREAS, Section 9.7 of the Plan provides that the Board may amend the Plan at any time;
NOW, THEREFORE, BE IT RESOLVED, that the Plan hereby is amended as follows:
1.
Section 2.19 of the Plan shall be amended in its entirety, effective as of September 27, 2004 ...