Separation Agreement Dated April 5, 2003 BY And Between Richard J. Duszynski And Agl Resources Inc.

Exhibit 10.1.a.

Separation Agreement, dated April 5, 2003, by and between Richard J. Duszynski and AGL Resources Inc.


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SEPARATION AGREEMENT

This Separation Agreement (" Separation Agreement" ) is hereby made by and between RICHARD J. DUSZYNSKI (herein called " Employee" ) and AGL RESOURCES INC. (which, with its subsidiaries and affiliates, is herein called " the Company" ).

It is the purpose of this Separation Agreement to specify the payments and benefits to which the Employee is entitled as a result of the Company' s termination of the Employee, as well as any payment and benefits which the Company desires to grant to the Employee. This Separation Agreement has been offered to the Employee for a period of 21 days for his consideration. In consideration of the mutual benefits to each party, the parties agree as follows:

1.

TERMINATION OF EMPLOYMENT AGREEMENT. The Employment Agreement between Richard J. Duszynski and AGL Services Company, dated June 19, 2001, as amended by First Amendment to Employment Agreement, dated February 28, 2002, (the " Employment Agreement" ), is hereby terminated, except as specifically provided in numbered paragraph 7 hereof.

2.

DATE OF SEPARATION. The Employee ceased to be an employee of the Company effective as of November 30, 2002 (the " Separation Date" ).

3.

SEVERANCE PAY . The Employee will be entitled to severance pay equal to 24 months of his base salary as in effect on the Separation Date, less applicable withholdings. The severance pay shall be payable in a lump sum as soon as practicable following the latest of: (i) the Company's receipt of this signed Separation Agreement and (ii) the end of the seven-day revocation period described in numbered paragraph 16 hereof. This severance pay shall be paid in lieu of any severance pay the Employee would be eligible to receive under the AGL Resources Inc. Employee Severance Pay Plan, as amended (or its successor) and in lieu of any payments due under the Employment Agreement.

4.

ANNUAL BONUS.

(a)

Sequent Incentive Compensation Plan. The Employee shall be entitled to incentive compensation of $54,155.00 for the period April 1, 2002 through December 31, 2002, calculated according to the Sequent Incentive Compensation Program. This incentive compensation shall be payable according to the terms of the Employee' s prior written election for such incentive compensation as soon as practicable following the latest of: (i) the Company's receipt of this signed Separation Agreement; (ii) the end of the seven-day revocation period described in numbered paragraph 16 hereof; and (iii) the date when all other participants eligible for incentive compensation under the Sequent Incentive Compensation Program are paid for the period April 1, 2002 through December 31, 2002.

(b)

AGL Networks. The Employee shall be entitled to incentive compensation of $50,000.00 based on the financial results of AGL Networks, LLC for fiscal year 2002. This incentive compensation shall be payable in a lump sum as soon as practicable following the latest of: (i) the Company's receipt of this signed Separation Agreement; (ii) the end of the seven-day revocation period described in numbered paragraph 16 hereof; and (iii) the closing of the financial books and records for AGL Networks, LLC for fiscal year 2002.

(c)

ATPI. The Employee will not be eligible for any incentive compensation under the Company' s Annual Team Performance Incentive Plan for the performance measurement period October 1, 2001 through December 31, 2002 or for any other period.

5.

STOCK OPTIONS, STOCK APPRECIATION RIGHTS AND PERFORMANCE UNITS .

(a)

Nonqualified Stock Option No. OIP01-01 . Fifty percent of option shares under this option agreement (40,000 option shares) became exercisable on April 1, 2002. Notwithstanding any language in the Nonqualified Stock Option Agreement or the Officer Incentive Plan to the contrary, the 40,000 exercisable option shares shall remain exercisable until April 1, 2011. The remaining 40,000 unexercisable option shares shall be cancelled as of the Separation Date.

(b)

Nonqualified Stock Option No. 01-01 . All 70,216 option shares under this option agreement became exercisable on October 1, 2002. Notwithstanding any language in the Nonqualified Stock Option Agreement or the Long-Term Incentive Plan (1999) to the contrary, all 70,216 option shares shall remain exercisable until October 1, 2007.

(c)

Nonqualified Stock Option No. 02-105 . As of the Separation Date, none of the 42,105 option shares under this option agreement are exercisable. Such 42,105 option shares shall be cancelled as of the Separation Date.

(d)

Stock Appreciation Right No. 02-02 . As of the Separation Date, none of the 45,137 stock appreciation rights under this stock appreciation rights agreement are exercisable. Notwithstanding any language in the Stock Appreciation Rights Agreement to the contrary, all 45,137 stock appreciation rights shall become exercisable on April 1, 2003 and shall remain exercisable until April 1, 2008.

(e)

Performance Unit No. PU-02. As of the Separation Date, none of the 232,500 performance units are vested. Such 232,500 performance units shall be cancelled as of the Separation Date.

6.

BENEFITS . The Employee shall cease to be eligible to participate in all employee benefits plans, arrangements and policies of the Company as of the Separation Date, except as may be required by law or the plan provisions or except as may be provided by this Separation Agreement. The Company will keep in force the $1,000,000.00 life insurance policy on the Employee' s life until December 31, 2004. If the Employee should elect continuation coverage under COBRA, the Company will pay the Employee' s premiums for such coverage for up to eighteen months or until the Employee is no longer eligible for such coverage, whichever comes first. The Employee will be entitled to a cash payment equivalent to the unvested company match portion of the Employee' s 401(k) account with the Company. This payment shall be payable in a lump sum as soon as possible following the latest o f: (i) the ...