Nonqualified Savings Plan

FIRST AMENDMENT TO THE

AGL RESOURCES INC.

NONQUALIFIED SAVINGS PLAN


THIS FIRST AMENDMENT to the AGL Resources Inc. Nonqualified Savings Plan (the "Plan") hereby is made by AGL Resources Inc. (the "Controlling Company") as of this 24th day of September, 2002.


W I T N E S S E T H:


WHEREAS, the Controlling Company desires to amend the Plan to provide for a new definition of "Change in Control;"


WHEREAS, the Board of Directors of the Controlling Company has authorized the officers to take this action and Section 9.1 of the Plan permits the Company to amend the Plan at any time;


NOW, THEREFORE, BE IT RESOLVED, that the Plan hereby is amended as follows:


1.


Effective as of January 1, 2002, Section 1.11 of the Plan is hereby amended by deleting that section in its entirety and by substituting in lieu thereof the following:


"1.11 " Change of Control " means that:


(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, including a "group" as defined in Section 13(d) of the 1934 Act but excluding the Company and any subsidiary and any employee benefit plan sponsored or maintained b ...