NON-SOLICITATION, COOPERATION AND GENERAL RELEASE AND WAIVER AGREEMENT

THIS AGREEMENT ("Agreement") is made and entered into this 1st day of January 2006, by and between PAULA ROSPUT REYNOLDS (the "Executive") and AGL RESOURCES INC. , (the "Company"), on behalf of itself and its wholly-owned subsidiary AGL Services Company, together with its successors and assigns.

WHEREAS, the Executive and the Company have previously entered into that certain Continuity Agreement effective as of December 1, 2003 (the "Continuity Agreement") with respect to Executive's employment with the Company; and

WHEREAS, the Executive tendered her resignation as an employee and director of the Company effective as of December 31, 2005;

WHEREAS, the Company accepted such resignation; and

WHEREAS, the parties wish to settle all matters between the Executive and the Company.

NOW THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Executive and the Company agree as follows:

1.    Employment and Directorship Termination . The parties agree and acknowledge that, as a result of Executive’s resignation: (i) Executive's employment and directorship with the Company terminated effective December 31, 2005 (the "Termination Date") and (ii) on the Termination Date, the Continuity Agreement terminated and is no longer in effect.

2.    Payment . As soon as practicable, but no later than January 31, 2006, the Company will pay, or will cause to be paid, to the Executive the sum of $281,000, less any applicable withholding and other customary deductions, as (i) consideration for the covenants contained in this Agreement and (ii) a full and final settlement of all amounts to which the Executive may claim to be entitled for any and all employment with, and services to, the Company or any of its subsidiaries or affiliates other than amounts due the Executive under the Company's compensation and employee benefit plans.

3.    Cooperation. The Executive agrees that she will be available to assist in an orderly transition for a period of up to twenty-four (24) months following the Termination Date as determined necessary, and as requested, by the Company. Additionally, the Executive shall provide to the Chief Executive Officer and to the Chief Financial Officer of the Company, certifications in the form attached hereto as Exhibits A and B, respectively, in connection with the filing by the Company with the Securities and Exchange Commission of the Company’s annual report on Form 10-K for the year ended December 31, 2005. Such certifications shall be provided by Executive after she has had a reasonable opportunity to review the Form 10-K in substantially the form that the Company intends to file it.

4.    Confidentiality; Non-Disparagement; Non-Solicitation. Without the prior written consent of the Company, the Executive agrees hereby not to disclose or use, directly or indirectly (except as may be required by a court of competent jurisdiction), any trade secret or other confidential information pertaining to the conduct of the Company's business, unless and until such trade secret or confidential information is in the public domain. The Company's business, as that term is used herein, includes, but is not limited to, the Company's and any of its subsidiaries' records, processes, methods, data, reports, information, documents, equipment, training manuals, customer lists and business secrets. Executive further agrees that, during the twenty-four (24) month period following the Termination Date, the Executive shall not, without the prior written consent of the Company: (i) initiate contact with employees of the Company or any of its subsidiaries for employment outside the Company or one of its subsidiaries or (ii) hire or knowingly allow Executive’s then current employer to hire any employee of the Company or any of its subsidiaries for employment outside the Company or one of its subsidiaries. Except as may be compelled by a court of competent jurisdiction or as may otherwise by required by law, Executive shall take no action (including without limitation the making of any oral or written statement) which damages the reputation of the Company or any of its subsidiaries or any of their respective employees, officers or directors.

5.    Release and Waiver. The Executive, for the Executive and the Executive's predecessors, successors, assigns, and heirs, hereby agrees to discharge and release the Company and, as applicable, each of its direct and indirect subsidiaries or affiliated corporations, organizations, and representatives, and their respective successors, assigns, present or former owners, employees, officers, directors, consultants, partners, shareholders, clients and counsel from all claims or demands the Executive may have based on the Executive's employment or directorship with the Company or with any subsidiary or affiliate of the Company or the termination of any such employment or directorship. This includes a release of any rights or claims the Executive may have based on any facts or events, whether known or unknown by the Executive, that occurred on or before the effective date of this Agreement, or events that are contemplated by this Agreement, including, without limitation , a release of any rights or claims the Employee may have based on:

a.   the Civil Rights Act of 1866, as amended, Title VII of the Civil Rights Act of 1964, as amended, and the Civil Rights Act of 1991, as amended; the Age Discrimination in Employment Act of 1967, as amended; the Americans with Disabilities Act of 1990; the Rehabilitation Act of 1973; the Equal Pay Act of 1963; the Employee Retirement Income Security Act of 1974, as amended;

b.   the laws of the State of Georgia concerning wages, employment and discharge or any other law, rule, regulation or ordinance pertaining to employment, terms and conditions of employment, or termination of employment;

c.   claims arising out of any legal restrictions