Consulting Agreement

EXHIBIT 10.1(E)


July 23, 1999


Mr. Charles W. Bass 1675 Redbourne Drive Dunwoody, GA 30350


Dear Charlie:


The purpose of this letter agreement (the "Agreement") is to set out the terms and conditions of your provision of consulting services to AGL Resources Inc. (the "Company").


1. Term. The term of the Agreement shall be two years, beginning on August 1,
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1999 (the "Effective Date") and continuing until July 31, 2001, unless
terminated earlier as provided in Section 13 hereof.


2. Consulting Services. During the term of the Agreement, you will provide
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consulting services to the Company at such times and in such capacities as
may reasonably be requested by the Chief Executive Officer of the Company.
In addition, during the Term, you will serve as a member of the board of
directors or equivalent governing body of certain subsidiaries and/or
affiliated entities of the Company, as requested by the Chief Executive
Officer. The Company anticipates that your consulting services will require
approximately 400 hours of your time each year during the Term.


3. Compensation. The Company will pay you an annual consulting fee of
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$80,000.00 for each year of the Term during which you provide consulting
services to the Company under this Agreement. The consulting fee will be
paid to you on a monthly basis in arrears as of the last day of each month.


4. Business Expenses. The Company will reimburse you for any reasonable
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business expenses that you incur while performing consulting services under
this Agreement, subject to your compliance with Company policies and
procedures regarding documentation for reimbursement of business expenses.


5. Independent Contractor. You will provide consulting services under this
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Agreement as an independent contractor to the Company. That means that, in
your capacity as a consultant under this Agreement, you will not be entitled
to participate in any employee benefit plans, coverages, payroll policies
(such as vacation, holiday or sick pay) or other programs of the Company
during the Term. In addition, you are responsible for reporting all income
and compensation provided to you by the Company under this Agreement, and


you are responsible for paying all social security or federal, state or
local income taxes, as well as any self-employment taxes, arising therefrom.
You will also be required to provide your own workers' compensation coverage
if such coverage is required by applicable law. As an independent
contractor, you will have control over the method, manner and means of
providing consulting services under this Agreement.


6. Covenant Not to Compete. You hereby covenant and agree that, during a
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period beginning on the Effective Date and ending one (1) year after the
termination of this Agreement, you will not directly or indirectly, on your
own behalf or on behalf of any person or entity, compete with the Company by
performing activities or duties substantially similar or related to the
functions, activities or duties performed by you for the Company for any
business entity engaged in direct competition with the Company. A business
entity shall be considered to be "in direct competition" with the Company if
it is engaged in producing, manufacturing, distributing, marketing, selling,
servicing or repairing products similar to products produced, manufactured,
distributed, marketed, sold, serviced or repaired by the Company, including
(but not limited to) any type of production or distribution of any energy
source, whether by cultivation of natural resources or by technology. This
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