Agl Resources Inc. Nonqualified Savings Plan As Amended And Restated As of January 1, 2007

AGL RESOURCES INC.



NONQUALIFIED SAVINGS PLAN



As Amended and Restated Effective January 1, 2007


















AGL RESOURCES INC.



NONQUALIFIED SAVINGS PLAN



Effective as of the 1st day of January, 2007, AGL Resources Inc., a corporation duly organized and existing under the laws of the State of Georgia (the " Controlling Company ?), hereby amends and restates the AGL Resources Inc. Nonqualified Savings Plan (the "Plan"). The Plan was originally established as of July 1, 1995, and was previously amended and restated effective as of January 1, 2001.





STATEMENT OF PURPOSE



A. The primary purpose of the Plan is to recognize the contributions made to the Controlling Company and its participating affiliates by certain employees and to reward those contributions by providing eligible employees with an opportunity to accumulate savings for their future security.



B. The Plan is intended to be an unfunded nonqualified deferred compensation plan maintained by the Controlling Company primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees (within the meaning of a7a7 201(2), 301(a)(3), 401(a)(1) and 4021(b)(6) of the Employee Retirement Income Security Act of 1974, as amended), and shall be construed in all respects in accordance with such intended purposes.



C. Any trust fund established to maintain and invest the amounts contributed to the Plan shall be established under a trust agreement, which meets the requirements of a ?rabbi trust," pursuant to guidelines issued by the Internal Revenue Service (the "IRS").



D. Regardless of the establishment of a trust fund, all assets of the Plan shall remain assets of the Controlling Company and shall be subject to the general creditors of the Controlling Company. Participants and Beneficiaries shall have only the rights of unsecured creditors with respect to any assets of the Plan.





STATEMENT OF AGREEMENT



In order to amend and restate the Plan with the purposes and goals as hereinabove described, the Controlling Company hereby sets forth the terms and provisions of the amended and restated Plan as follows





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Page

STATEMENT OF PURPOSE 1

STATEMENT OF AGREEMENT 1

ARTICLE I DEFINITIONS 5
1.1 1934 Act 5
1.2 Account 5
1.3 Active Participant 5
1.4 Administrative Committee 5
1.5 Affiliate 5
1.6 Aggregated Arrangements 5
1.7 Before-Tax Account 5
1.8 Before-Tax Contributions 5
1.9 Beneficiary 5
1.10 Board 5
1.11 Bonus 6
1.12 Bonus Compensation 6
1.13 Break in Service 6
1.14 Change in Control 6
1.15 Code 7
1.16 Company Contributions 7
1.17 Company Stock 7
1.18 Compensation 7
1.19 Contributions 7
1.20 Controlling Company 7
1.21 Covered Employee 7
1.22 Deferral Election 7
1.23 Disabled 8
1.24 Effective Date 8
1.25 Employee 8
1.26 Entry Date 8
1.27 Forfeiture 8
1.28 Hour of Service 8
1.29 Investment Committee 9
1.30 Investment Fund or Funds 9
1.31 Key Employee 9
1.32 Leave of Absence 9
1.33 Matching Account 10
1.34 Matching Contributions 10
1.35 Maternity or Paternity Leave 10
1.36 Normal Retirement Age 10
1.37 Participant 10
1.38 Participating Company 10
1.39 Payment Election 10
1.40 Plan 10
1.41 Plan Year 10
1.42 Retirement Savings Plus Plan or RSP 10
1.43 Separate from Service or Separation from Service 10
1.44 Special Bonus Deferral Election 10








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TABLE OF CONTENTS

(continued)

Page

1.45 Spouse or Surviving Spouse 11
1.46 Trust or Trust Agreement 11
1.47 Trustee 11
1.48 Trust Fund 11
1.49 Valuation Date 11
1.50 Year of Vesting Service 11

ARTICLE II ELIGIBILITY 11
2.1 Initial Eligibility Requirements 11
2.2 Subsequent Eligibility Requirements 12
2.3 Treatment of Interruptions of Service 12
2.4 Change in Status 12

ARTICLE III CONTRIBUTIONS 12
3.1 Before-Tax Contributions 12
3.2 Matching Contributions 14
3.3 Form of Contributions 15

ARTICLE IV PARTICIPANTS' ACCOUNTS; CREDITING AND ALLOCATIONS 15
4.1 Establishment of Participants' Accounts 15
4.2 Allocation and Crediting of Before-Tax and Matching Contributions 15
4.3 Allocation and Crediting of Investment Experience 15
4.4 Notice to Participants of Account Balances 16
4.5 Good Faith Valuation Binding 16
4.6 Errors and Omissions in Accounts 16

ARTICLE V INVESTMENT OF ACCOUNTS 16
5.1 Establishment of Trust Fund 16
5.2 Investment Funds 17
5.3 Investment Procedures 18
5.4 Acquisition of Company Stock 19
5.5 Value of Assets 19

ARTICLE VI VESTING IN ACCOUNTS 20
6.1 General Vesting Rule 20
6.2 Vesting Upon Other Occurrences 20
6.3 Timing of Forfeitures 20
6.4 Vesting of Matching Contribution Accounts for NUI Participants 20

ARTICLE VII PAYMENT OF BENEFITS 21
7.1 Benefit Payments 21
7.2 Election of Timing and Form of Benefit Payment 21
7.3 Forms of Payment Upon Separation from Service 23
7.4 Beneficiary Designation 23
7.5 Hardship Withdrawals 24
7.6 Unclaimed Benefits 24
7.7 Claims 25








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TABLE OF CONTENTS

(continued)



Page

ARTICLE VIII ALLOCATION OF AUTHORITY AND RESPONSIBILITIES 26
8.1 Administrative Committee 26
8.2 Controlling Company and Board 28
8.3 Trustee 29
8.4 Delegation 29

ARTICLE IX AMENDMENT, TERMINATION AND ADOPTION 29
9.1 Amendment 29
9.2 Termination 29
9.3 Delegation 29

ARTICLE X MISCELLANEOUS 31
10.1 Nonalienation of Benefits and Spendthrift Clause 31
10.2 Headings 32
10.3 Construction, Controlling Law 32
10.4 No Contract of Employment 32
10.5 Legally Incompetent 32
10.6 Heirs, Assigns and Personal Representatives 32
10.7 Unsecured Creditor Rights 32
10.8 Legal Action 32
10.9 Severability 33
10.10 Predecessor Service 33
10.11 Plan Expenses 33

SCHEDULE A 34

SCHEDULE B 35











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DEFINITIONS



For purposes of the Plan, the following terms, when used with an initial capital letter, shall have the meanings set forth below unless a different meaning plainly is required by the context.



1.1 1934 Act shall mean the Securities Exchange Act of 1934, as amended.



1.2 Account shall mean, with respect to a Participant or Beneficiary, the amount of money or other property as is evidenced by the last balance posted in accordance with the terms of the Plan to the account record established for such Participant or Beneficiary. The Administrative Committee may establish and maintain separate subaccounts for each Participant and Beneficiary, provided allocations are made to such subaccounts in the manner described in Article IV of the Plan. "Account" shall refer to the aggregate of all separate subaccounts or to individual, separate subaccounts, as may be appropriate in context.



1.3 Active Participant shall mean, for any Plan Year (or any portion thereof), any Covered Employee who has been admitted to, and not removed from, active participation since the last date his employment commenced or recommenced.



1.4 Administrative Committee shall mean the committee designated by the Board which shall act on behalf of the Controlling Company to administer the Plan; provided, the Controlling Company may act in lieu of the Administrative Committee as it deems appropriate or desirable.



1.5 Affiliate shall mean, as of any date, (i) a Participating Company, and (ii) any company, person or organization which, on such date, (A) is a member of the same controlled group of corporations [within the meaning of Code a7414(b)] as is a Participating Company; (B) is a trade or business (whether or not incorporated) which controls, is controlled by or is under common control with [within the meaning of Code a7414(c)] a Participating Company; (C) is a member of an affiliated service group [as defined in Code a7414(m)] which includes a Participating Company; or (D) is required to be aggregated with a Participating Company pursuant to regulations promulgated under Code a7414(o).



1.6 Aggregated Arrangements shall mean the Plan and any other plan that that would be considered as a single plan with the Plan under Code a7 409A and applicable guidance issued thereunder.



1.7 Before-Tax Account shall mean the separate subaccount(s) established and maintained on behalf of a Participant or his Beneficiary to reflect his interest in the Plan attributable to his Before-Tax Contributions.



1.8 Before-Tax Contributions shall mean the amounts paid by each Participating Company to the Plan at the election of Participants, all pursuant to the terms of a73.1(a).



1.9 Beneficiary shall mean the person(s) designated in accordance with a77.4 to receive any death benefits that may be payable under the Plan upon the death of a Participant.



1.10 Board shall mean the board of directors of the Controlling Company. A reference to the board of directors of any other Participating Company shall specify it as such.





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1.11 Bonus shall mean an annual bonus payable under the terms of the AGL Resources Inc. Annual Incentive Plan (or its successor plan) or any other annual bonus plan sponsored by a Participating Company.



1.12 Bonus Compensation shall mean that portion of a Participant's Compensation that is attributable to a Bonus.



1.13 Break in Service shall mean, with respect to an Employee, any year during which such Employee fails to complete more than 500 Hours of Service; provided, a Break in Service shall not be deemed to have occurred during any period for which he is granted a Leave of Absence if he returns to the service of an Affiliate within the time permitted as set forth in the Plan. A Break in Service shall be deemed to have commenced on the first day of the year in which it occurs.



For purposes of determining whether or not an Employee has incurred a Break in Service, an Employee absent from work due to a Maternity or Paternity Leave shall be credited with (i) the number of Hours of Service with which he normally would have been credited but for the Maternity or Paternity Leave, or (ii) if the Administrative Committee is unable to determine the hours described in (i), 8 Hours of Service for each day of absence included in the Maternity or Paternity Leave; provided, the maximum number of Hours of Service credited for purposes of this Section shall not exceed 501 hours. Hours of Service so credited shall be applied only to the year in which the Maternity or Paternity Leave begins, unless such Hours of Service are not required to prevent the Employee from incurring a Break in Service, in which event such Hours of Service shall be credited to the Employee in the immediately following year. No Hour of Service shall be credited due to Maternity or Paternity Leave as described in this Section unless the Employee furnishes proof satisfactory to the Administrative Committee (A) that his absence from work was due to a Maternity or Paternity Leave and (B) of the number of days he was absent due to the Maternity or Paternity Leave. The Administrative Committee shall prescribe uniform and nondiscriminatory procedures by which to make the above determinations.



As used in this Section, the term "year" shall mean the same 12-month period as forms the basis for determining a Year of Vesting Service.



1.14 Change in Control shall mean:



(a) any "person" as defined in Section 3(a)(9) of the 1934 Act, and as used in Section 13(d) and 14(d) thereof, but excluding the Controlling Company and any subsidiary and any employee benefit plan sponsored or maintained by the Controlling Company or any subsidiary (including any trustee of such plan acting as trustee), directly or indirectly, becomes the "beneficial owner" (as determined pursuant to Rule 13d-3 under the 1934 Act), of securities of the Controlling Company representing 35% or more of the combined voting power of the Controlling Company's then outstanding securities (unless the event causing the 35% threshold to be crossed is an acquisition of securities directly from the Controlling Company); or



(b) the shareholders of the Controlling Company shall approve (i) any merger, share exchange, reorganization, or other business combination of the Controlling Company, (ii) any sale of 50% or more of the Controlling Company's assets, or (iii) any combination of the foregoing transactions (the "Transactions"), other than a Transaction immediately following which the shareholders of the Controlling Company and any trustee or fiduciary of any Controlling Company employee benefit plan immediately prior to the Transaction own at least 80% of the voting power, directly or indirectly, of (A) the surviving corporation in any such merger, share exchange, reorganization, or other business combination; (B) the purchaser of the Controlling Company's assets; (C) both the surviving corporation and the purchaser in the event of any combination of Transactions; or (D) the parent company owning 100% of such surviving corporation, purchaser or both the surviving corporation and the purchaser, as the case may be; or





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(c) A majority of members of the Board is replaced during any 24-month period by directors whose appointment or election is not endorsed by a majority of members of the Board prior to the date of their appointment or election.



1.15 Code shall mean the Internal Revenue Code of 1986, as amended, and any succeeding federal tax provisions.



1.16 Company Contributions shall mean Before-Tax and Matching Contributions made by the Participating Companies pursuant to the terms of the Plan.



1.17 Company Stock shall mean the common stock of the Controlling Company. As of the Effective Date, the term "Company Stock" shall mean the $5.00 par value common stock of AGL Resources Inc.



1.18 Compensation shall mean, for any Plan Year, the total of the amounts described in subsections (a) and (b), minus the amount described in subsection (c):



(a) all such Participant's wages, as defined in Code a73401(a) for purposes of income tax withholding at the source, that are reportable for federal income tax purposes on IRS Form W-2 (determined without regard to any rules that limit the remuneration included in wages based on the nature or location of the employment or the services performed (such as the exception for agricultural labor in Code a73401(a)(2)); plus



(b) all before-tax, salary deferral or reduction contributions made to the Plan and other a7401(k) and a7125 plans (such as the Controlling Company's Flex Plan) of the Participating Companies on behalf of a Participant for such Plan Year [including any contributions made under Code a7402(a)(8) or a7402(h)]; minus



(c) any amounts (i) attributable to items listed on the attached Schedule B, as modified from time to time by the Administrative Committee to reflect changes in payroll codes listed thereunder, or (ii) paid or made available to a Participant during the Plan Year while he is not an Active Participant.



1.19 Contributions shall mean, individually or collectively, the Before-Tax and Matching Contributions permitted under the Plan.



1.20 Controlling Company shall mean AGL Resources Inc., a Georgia corporation with its principal office in Atlanta, Georgia, and its successors.



1.21 Covered Employee shall mean any Employee of a Participating Company who, as of his initial Entry Date or as of the December 1 immediately preceding a subsequent Plan Year, had an annual base salary in an amount equal to or in excess of the compensation limit designated by the IRS for determining "highly compensated employee" under Code a7414(q)(1)(C) plus $10,000 (for example, the 2007 IRS limit is $100,000 plus $10,000 = $110,000).



1.22 Deferral Election shall mean a written election by an Active Participant directing the Participating Company of which he is an Employee to withhold a percentage of his Compensation from his paychecks and to contribute such withheld amount to the Plan as a Before-Tax Contribution, all as provided in a73.1.





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1.23 Disabled shall mean that a Participant is (i) wholly prevented from engaging in any substantially gainful activity by reason of a medically-determinable physical or mental impairment which can be expected to result in death or to be of long-continued and indefinite duration, and (ii) determined eligible to receive long term disability benefits from a Participating Company's long term disability plan, or if no such plan exists, upon the discretionary determination by the Administrative Committee that the employee meets the definition of "disabled" under the Controlling Company's long-term disability plan.



1.24 Effective Date shall mean January 1, 2007, the date that this amendment and restatement of the Plan shall be effective; provided, any effective date specified herein for any provision, if different from the "Effective Date", shall control. The Plan was initially adopted effective as of July 1, 1995.



1.25 Employee shall mean any individual who is employed by a Participating Company (including officers, but excluding directors who are not officers or otherwise employees) and shall include leased employees of a Participating Company within the meaning of Code a7414(n). Notwithstanding the foregoing, if leased employees constitute 20 percent or less of a Participating Company's non highly compensated work force within the meaning of Code a7414(n)(5)(C)(ii), the term " Employee" shall not include those leased employees covered by a plan described in Code a7414(n)(5)(B).



1.26 Entry Date shall mean each business day during which the Plan remains in effect.



1.27 Forfeiture shall mean, for any Plan Year, the nonvested dollar amount of an Account of a former Participant who separates from service from all Affiliates. Forfeitures shall be used to reduce Matching Contributions.



1.28 Hour of Service shall mean the increments of time described in subsection (a) hereof, as modified by subsections (b), (c) and (d) hereof:



(a) (1)Each hour for which an Employee is paid, or entitled to payment, for the performance of duties for an Affiliate during the applicable computation period;



(2) Each hour for which an Employee is paid, or entitled to payment, by an Affiliate on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including disability), layoff, jury duty, military duty or Leave of Absence; provided:



(A) No more than 501 Hours of Service shall be credited under this subsection (2) to an Employee for any single continuous period during which he performs no duties as an employee of an Affiliate (whether or not such period occurs in a single computation period);



(B) An hour for which an Employee is directly or indirectly paid, or entitled to payment, on account of a period during which he performs no duties as an employee of an Affiliate shall not be credited as an Hour of Service if such payment is made or due under a plan maintained solely to comply with applicable workers' compensation, unemployment compensation or disability insurance laws; and



(C) Hours of Service shall not be credited to an Employee for a payment which solely reimburses such Employee for medical or medically related expenses incurred by him.





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For purposes of this subsection (2), a payment shall be deemed to be made by or due from an Affiliate regardless of whether such payment is made by or due from an Affiliate directly, or indirectly through, among others, a trust fund or insurer, to which the Affiliate contributes or pays premiums and regardless of whether contributions made or due to the trust fund, insurer or other entity are for the benefit of particular employees or are on behalf of a group of employees in the aggregate; and



(3) Each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by an Affiliate; provided, the same Hours of Service shall not be credited both under subsection (1) or subsection (2), as the case may be, and under this subsection (3); and, provided further, crediting of Hours of Service for back pay awarded or agreed to with respect to periods described in subsection (2) shall be subject to the limitations set forth in that subsection.



(b) Each Employee for whom an Affiliate does not keep records of actual Hours of Service shall be credited, in accordance with this Section and applicable regulations promulgated by the Department of Labor, with 45 Hours of Service for each week for which such Employee would be required to be credited with at least 1 Hour of Service.



(c) The rate or manner used for crediting Hours of Service may be changed at the direction of the Administrative Committee from time to time so as to facilitate administration and to equitably reflect the purposes of the Plan; provided, no change shall be effective as to any Plan Year for which allocations have been made pursuant to Article IV at the time such change is made; and, provided further, Hours of Service shall be credited and determined in compliance with Department of Labor Regulation a72530.200b-2(b) and (c), 29 CFR Part 2530, as may be amended from time to time, or such other federal regulations as may from time to time be applicable.



(d) For purposes of this Section, a "computation period" shall mean the 12-month period that forms the basis for determining an Employee's Years of Vesting Service.



1.29 Investment Committee shall mean the committee which is appointed by and acts on behalf of the Controlling Company with respect to making and effecting investment decisions, all as provided in Article V. The Controlling Company may act in lieu of the Investment Committee as it deems appropriate or desirable.



1.30 Investment Fund or Funds shall generally mean the investment fund or funds established by the Trustee; except as otherwise determined by the Trustee, the ?Investment Fund or Funds" shall mean the investment fund or funds established under the Retirement Savings Plus Plan, and any other investment funds established from time to time by the Trustee pursuant to a75.2 hereof.



1.31 Key Employee shall mean a key employee as defined in Code a7416(i) without regard to paragraph (5) thereof, of any Affiliate, as determined under Code a7409A and guidance issued thereunder. The identification date for determining Key Employees under the Plan shall be December 31.



1.32 Leave of Absence shall mean an excused leave of absence granted to an Employee by an Affiliate in accordance with applicable federal or state law or the Affiliate ?s personnel policy. Among other things, Leave of Absence shall be granted to an Employee:



(a) who leaves the service of an Affiliate, voluntarily or involuntarily, to enter the Armed Forces of the United States; provided, (i) the Employee is legally entitled to reemployment under the veteran's reemployment rights provisions as codified at 38 USC a72021, et seq., its predecessors and successors; and (ii) the Employee applies for and reenters service with an Affiliate within the time, in the manner and under the conditions prescribed by law;





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(b) for any time such Employee is drawing workers' compensation benefits or is sick, disabled or incapacitated, if he is thereby precluded from properly performing his assigned duties for a temporary period of time; and



(c) under such other circumstances as the Administrative Committee shall determine are fair, reasonable and equitable as applied uniformly among Employees under similar circumstances.



1.33 Matching Account shall mean the separate subaccount(s) established and maintained on behalf of a Participant or his Beneficiary to reflect his interest in the Plan attributable to Matching Contributions.



1.34 Matching Contributions shall mean the amounts paid by each Participating Company to the Plan as a match to Participants' Before-Tax Contributions, all as pursuant to the terms of a73.2.



1.35 Maternity or Paternity Leave shall mean any period, during which an Employee is absent from work as an employee of an Affiliate (i) because of the pregnancy of such Employee; (ii) because of the birth of a child of such Employee; (iii) because of the placement of a child with such Employee in connection with the adoption of such child by such Employee; or (iv) for purposes of such Employee caring for a child immediately after the birth or placement of such child.



1.36 Normal Retirement Age shall mean age 65.



1.37 Participant shall mean any person who has an Account under the Plan.



1.38 Participating Company shall mean the Controlling Company and all Affiliates which have adopted or hereafter may adopt the Plan for the benefit of their employees and which continue to participate in the Plan, all as p ...