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Exhibit 10.1.ag
SECOND AMENDMENT TO
THE
AGL RESOURCES INC.
OFFICER INCENTIVE
PLAN
This Second Amendment to the AGL Resources Inc.
Officer Incentive Plan (the “Plan”), is made and
entered into this ____ day of December, 2008, by AGL Resources
Inc. (the “Company”).
W I T N E S S E T H
:
WHEREAS, the Company adopted the Plan for the
purposes set forth therein; and
WHEREAS, pursuant to Section 7.7 of the
Plan, the Board of Directors of the Company has the right to amend
the Plan with respect to certain matters; and
WHEREAS, the Board of Directors has approved and
authorized this Amendment to the Plan;
NOW, THEREFORE, BE IT RESOLVED, that the Plan is
hereby amended, effective as of the date hereof, in the following
particulars:
FURTHER RESOLVED, that this Second Amendment
shall be effective with respect to all awards outstanding under the
Plan as of the date hereof.
1.
Section 2.6 of the Plan is hereby amended,
effective as of December __, 2008, by deleting such section in its
entirety and replacing it with the following:
“2.6 “
Change in Control ” shall mean the earliest of the
following to occur:
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The date any
one person, or more that one person acting as a group (as
determined under Treasury Regulation 1.409A-3(i)(5)(v)(B), a
“Group”), acquires ownership of stock of the Company
that, together with stock held by such person or Group, constitutes
more than fifty percent (50%) of the total fair market value or
total voting power of the stock of
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