2003 Committee Charter : ATG

AGL RESOURCES INC.
FINANCE AND RISK MANAGEMENT COMMITTEE
CHARTER
The Finance and Risk Management Committee (the "Committee") of AGL Resources
Inc., a Georgia corporation (the "Company"), is a committee of the Board of Directors of
the Company. Its primary function is to assist the Board in fulfilling its oversight
responsibilities by reviewing:
management's analysis of significant risks to the Company on an
enterprise scale to include market, operational, regulatory, financial,
credit, and weather-related risks;
the management of the Company's balance sheet, including leverage,
liquidity, funding sources, and related matters;
the management of the Company's pension and 401 K assets; and
other matters that the Board may delegate to the Committee from time to
time.
The composition and responsibilities of the Committee are described in this Finance and
Risk Management Committee Charter.
I. Composition
In accordance with Article III of the Bylaws of the Company, the Board of Directors, by
resolution, may designate from among its members one or more committees, each
committee to consist of one or more (and in certain circumstances, two or more)
directors. Pursuant to such authority, the Board of Directors has designated a Finance and
Risk Management Committee, to consist of four (4) or more Directors.
The members of the Committee shall serve at the pleasure of the Board of Directors or
until their successors shall be duly designated. Vacancies in the Committee shall be filled
by the Board of Directors.
II. Responsibilities
The Committee is to provide an open avenue of communication between the Board of
Directors, the Chief Financial Officer, and the Chief Risk Officer, and, subject to
approval by the entire Board of Directors, where appropriate, shall, with the frequency it
deems appropriate but at least annually:
Review management's analysis of significant risks to the Company on an
enterprise scale to include market, operational, regulatory, financial,
credit, and weather-related risks.
Review the steps management has taken to identify, measure, control and
monitor the significant risks to which the Company is exposed.
Review steps taken by management to ensure compliance with the
Company's risk management policies and procedures.
Review management's assessment of the Company's capital structure,
including its debt capacity and liquidity.
Review procedures established by management to monitor covenant
compliance and discuss with management any effect of covenants on the
Company's capital structure.
Review and discuss with management significant Rating Agency contacts
and potential issues/concerns relative to the Company's debt rating.
Review all major financing and liquidity Initiatives proposed by
management. Review the performance of the Company's retirement
assets.
Review the Finance and Risk Management Committee's Charter (the
"Charter")
and update the Charter as needed.
The Committee shall meet at least four times per year, and may meet more frequently as
circumstances require. The Committee may ask members of management or others to
attend its meetings and to provide pertinent information as necessary.
III. Reporting
The Committee shall keep written minutes of each meeting, which shall set forth the
Committee's findings as required by the Committee Charter, and shall be duly filed in the
Company's records. Reports of meetings of the Committee shall be made to the Board of
Directors at its next regularly scheduled meeting following the Committee meeting,
accompanied by any recommendations to the Board of Directors approved by the
Committee.