SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Pursuant to the terms of the offer letter (the “Offer Letter”) dated March 2, 2006, between John W. Somerhalder II (the “Employee”) and AGL Resources Inc. (the “Company”), the Company has adopted this Supplemental Executive Retirement Plan (the “SERP”), effective January 1, 2009, in order to attract, retain and motivate the Employee to excel on behalf of the Company.

The Company intends the SERP to be an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees within the meaning of Sections 201, 301, and 401 of the Employee Retirement Income Security Act of 1974 (“ERISA”).  The Company intends the SERP to be in good faith compliance with Code §409A, and the SERP shall be construed accordingly.

1.   Definitions .  Except as otherwise provided herein, capitalized terms used in the SERP shall have the meanings provided under the Retirement Plan (as defined below).  When used herein, the following words and phrases and any derivatives thereof shall have the meanings below unless the context clearly indicates otherwise.  Section references indicate Sections of the SERP unless otherwise stated.

(a)   “Administrator” means the Compensation & Management Development Committee of the Company’s Board of Directors, or its designee.

(b)   “Code” means the Internal Revenue Code of 1986, as amended, and regulations promulgated thereunder.

(c)   “Compensation” means compensation as defined for purposes of calculating benefits under the Retirement Plan, but disregarding the limits of Code Section 401(a)(17).

(d)   “Employee” means John W. Somerhalder II.

(e)   “Excess Plan” means the AGL Resources Inc. Excess Benefit Plan.

(f)   “Retirement Plan” means the AGL Resources Inc. Retirement Plan.

(g)   “Separation from Service” means separation from service with the Company, as determined pursuant to guidance issued under Code §409A.

(h)   “SERP” means this Supplemental Executive Retirement Plan, as it may be amended from time to time.

(i)   “SERP Benefit” means the benefit payable in accordance with the SERP.

2.   Eligibility To Participate .  Only the Employee shall be eligible to participate in the SERP.

3.   Amount of Benefits .  The benefit paid under this SERP to the Employee shall be equal to the actuarial equivalent of the amount determined under (a), minus the amount determined under (b):

(a)   The amount of any pension benefit the Employee would be eligible to receive from the Retirement Plan and the Excess Plan combined, expressed in the form of a benefit payable beginning at age 65 in the form of a single life annuity, if the Employee had (i) remained actively employed and received Compensation in the amount of the Compensation received by the Employee for the Plan Year immediately prior to the Plan Year in which the Employee Separates from Service with the Company, for an additional year for each year of service that Employee completed with the Company prior to Separation from Service, up to a maximum of 5 years, and (ii) been credited with an additional 5 Years of Vesting Service and 5 Years of Eligibility Service under the Retirement Plan; minus

(b)   The actual amount of any pension benefit Employee is eligible to receive from the Retirement Plan and the Excess Plan combined, expressed in the form of a benefit payable beginning at age 65 in the form of a single life annuity;

provided, such amounts shall be calculated at the time when Employee’s SERP Benefit is paid hereunder and shall not be recalculated thereafter, even if the Retirement Plan benefit and/or the Excess Plan benefit changes.  For purposes of this calculation, actuarial equivalence will be based on the assumptions used by the Company for disclosure purposes for the fiscal year immediately preceding the year in which the SERP Benefit is paid hereunder.

4.   Vesting .  The Employee’s SERP Benefit shall be fully vested and nonforfeitable on December 31, 2010, provided Employee does not Separate from Service with the Company before such date.  If Employee terminates employment with the Company before such vesting date, the SERP Benefit shall be immediately forfeited and Employee shall have no further rights thereto.

5.   Form and Timing of Benefits .  Vested SERP Benefits payable hereunder shall be paid in the form of a single lump sum payment on the 30 ^th day after the date the Employee Separates from Service with the Company.  Notwithstanding the foregoing, any remaining SERP Benefits shall be paid immediately in a single lump sum to Employee’s estate on the 30 ^th day after the date of the Employee’s death.  The payment dates in this paragraph are intended as good faith compliance with Code §409A, and guidance issued thereunder, and shall be construed in all respects in accordance therewith.  The Company shall not be liable to the Employee for interest or damages for any delay in any such payment, provided that payment is made within the same calendar year as the payment date specified in this Section.  Notwithstanding the foregoing, to the extent required by Code §409A, no payment under this SERP shall be made within 6 months after the date the Employee Separates from Service.

6.   Amendment and Termination .

(a)   Amendment of SERP .  The SERP may be amended only by a writing signed by both the Company and Employee.  The SERP is based on the current provisions of the law applicable to such types of plan.  If there is a material change in the law, the Company will work with Employee in good faith to provide a comparable plan taking into account any such changes in the law.

(b)   Termination of the SERP .

(i)   Notwithstanding anything in the SERP to the contrary, the Company reserves the right, at any time, to wholly or partially terminate the SERP if necessary or desirable in the opinion of the Company in its sole discretion, subject to the restrictions provided in Code  §409A.

(ii)   Upon termination of the SERP, in lieu of the timing provided under paragraph 5, Employee’s SERP Benefit under paragraph 3 shall be paid to the Employee in a single lump sum cash payment on the earlier of the date of termination, or the earliest date permissible under Code §409A.

7.   Claims Procedure .  Any grievance, complain