AGL RESOURCES INC
SEPARATION AGREEMENT - DONALD P. WEINSTEIN
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<TYPE>EX-10.6
<SEQUENCE>8
<FILENAME>dex106.txt
<DESCRIPTION>SEPARATION AGREEMENT - DONALD P. WEINSTEIN
<TEXT>
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                                                                    EXHIBIT 10.6

                             SEPARATION AGREEMENT



         This Separation Agreement is hereby made by and between DONALD P.
WEINSTEIN (herein called "Employee") and AGL RESOURCES INC. (which, with its
affiliates, is herein called "the Company").


         In consideration of the mutual benefits to each party, the parties
agree as follows:

1.   DATE OF SEPARATION. The Employee will cease to be an employee of the
     Company effective as of April 30, 2001 (the "Separation Date").

2.   SEVERANCE PAY. The Employee's will be entitled to severance pay equal to 12
     months of his current base salary. The severance pay shall be payable on a
     semi-monthly basis for 12 months following the Separation Date.

3.   BONUS. The Company agrees to pay the Employee a lump sum amount of $78,750.

4.   WELFARE AND OTHER BENEFITS. Unless otherwise specified below, upon the
     Separation Date, the Employee shall cease to participate in the Company's
     employee benefit plans, pursuant to the terms and conditions of the plan
     documents.

     (a)  Executive Allowance Fund. The Employee shall cease to participate in
          the Executive Allowance Fund upon his Separation Date. The Employee
          shall reimburse the Company for any expenses incurred by the Employee
          in excess of his Executive Allowance for the 2001 year, and if any
          amount remains unused at his Separation Date, the Company shall pay
          the Employee a lump sum in the amount of the remainder.

     (b)  AGL Resources Inc. Retirement Saving Plus Plan and Nonqualified
          Savings Plan. Upon the Separation Date, the Employee shall cease to
          participate in the RSP and the NSP. As soon as practicable after the
          Separation Date, the Employee's vested account balance in the RSP and
          the NSP will become payable to him.

     (c)  Outplacement Services. The Employee shall be entitled to certain
          career transition services, such as planning job search strategies,
          evaluating personal strengths and weaknesses, resume preparation and
          training in interview techniques, for a period of up to 12 months
          through a provider selected by the Company.
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     (d)  Stock Options. The Employee agrees to relinquish any and all of his
          rights under the 116,100 outstanding stock options held by him to the
          Company as of the Separation Date. In consideration for this
          relinquishment of options, the Company agrees to pay the Employee a
          lump sum amount equal to the total of the difference between (i) the
          exercise price of each of the outstanding options, and (ii) the
          average of the three highest closing prices of the Company's common
          stock (as reported in the Eastern edition of The Wall Street Journal)
          during the thirty (30) days following the Separation Date, plus $.25
          per share. Payment shall be made to the Employee within five business
          days after the end of the thirty-day period following the Separation
          Date.

     (e)  Restricted Stock and Performance Units. Any unvested Restricted Stock
          held by the Employee shall become 100% vested as of the Separation
          Date.

     (f)  Unused Earned Vacation. As soon as practicable following the
          Separation Date, the Company shall pay the Employee, in a lump sum, an
          amount equal to his accrued but unused 2001 vacation entitlement.

     (g)  Employee Assistance Plan. As a welfare benefit plan, the EAP is
          subject to the Employee's continuation of his coverage under the EAP
          for a period of eighteen months following the Separation Date. The
          Company will pay all premiums on behalf of the Employee for the
          continuation coverage period.

     (h)  Club Memberships. As of the Separation Date, any club, association or
          organization dues or expenses previously paid by the Company on behalf
          of the Employee shall cease.

5.   RESTRICTIVE COVENANTS. For and in consideration for the payment and
     benefits provided to the Employee under this Separation Agreement, the
     Employee agrees to the terms of the following:

     (a)  Covenant Not to Compete. The Employee covenants and agrees that,
          during the period beginning on the Separation Date and ending one (1)
          year thereafter, he will not directly or indirectly, on his own behalf
          or on behalf of any person or entity, compete with the Company by
          performing activities or duties substantially similar or related to
          the functions, activities or duties performed by the Employee for the
          Company for any business entity engaged in direct competition with the
          Company. A business entity shall be considered to be "in direct
          competition" with the Company if it is engaged in producing,
          manufacturing, distributing, marketing, selling, servicing or
          repairing products similar to products produced, manufactured,
          distributed, marketed, sold, serviced or repaired by the Company,
          including (but not limited to) any type of production and distribution
          of any energy source, whether by cultivation of natural resources or
          by technology. This restriction shall apply only to a restricted
          territory within a 100-mile radius of any locations, sites or
          facilities in which the Company (including its affiliates) maintains
          offices, operations or service contracts or has provided services
          during the 12-month period immediately preceding the Separation Date.

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     (b)  Nondisclosure and Confidentiality. The Employee acknowledges and
          agrees that during the term of his employment, he has had access to
          trade secrets and other confidential information unique to the
          business of the Company and that the disclosure or unauthorized use of
          such trade secrets or confidential information by the Employee would
          injure the Company's business. Therefore, the Employee agrees that he
          will not, for a period of two (2) years following the Separation Date,
          use, reveal or divulge any trade secrets or any other confidential
          information which, while not trade secrets or information unique to
          the Company's business, is highly confidential and constitutes a
          valuable asset of the Company by reason of the material investment of
          the Company's time and money in the production of such information.
          The Employee agrees that he will not use, reveal or divulge any
          general confidential or customer-related information.

     (c)  Nonsolicitation. Due to the Employee's extensive knowledge of the
          specifics of the Company's business, and its customers and clients,
          the Employee agrees that , in consideration of the payments and
          benefits he is receiving hereunder, for a period of two (2) years
          following the Separation Date, he will not, without the prior written
          consent of the Company, either directly or indirectly, on his own
          behalf or in the service or on behalf of others, solicit, divert or
          appropriate, or attempt to solicit, divert or appropriate, to any
          business that competes with the Company's business any person or
          entity who transacted business with the Company during the year
          preceding the Separation Date. This provision shall be specific to any
          and all persons or entities with whom the Employee has (i) had direct
          contact, (ii) been a party to marketing or sales strategies with
          regard to, or (iii) been privy to marketing or sales strategies with
          regard to such persons or entities. For purposes of this provision,
          the Company's business shall include any and all aspects of producing,
          manufacturing, distributing, marketing, selling, servicing or
          repairing products similar to products produced, manufactured,
          distributed, marketed, sold, serviced or repaired by the Company
          and/or any of its affiliates, including (but not limited to) any type
          of production and distribution of any energy source, whether by
          cultivation of natural resources or by technology.

     The Employee agrees that in consideration for the payments and benefits he
     is receiving hereunder, for a period of two (2) years following the
     Separation Date, he will not, either directly or indirectly, on his own
     behalf or in the service or on behalf of others solicit, divert or hire
     away, or attempt to solicit, divert or hire away to any business that
     competes with Company's business any person employed by the Company, or any
     person who was employed by the Company at any time during the period
     beginning one (1) year prior to the Separation Date.

6.   COOPERATION AFTER SEPARATION DATE. The Employee agrees to cooperate fully
     with the Company for a period of two (2) years following the Separation
     Date and to reasonably assist the Company and to act on its behalf
     thereafter on all matters relating to his employment, his duties and the
     conduct of business, including any litigation, claim or suit involving the
     Company as a party or witness and as to which the Employee possesses
     knowledge or information which is relevant to the litigation or in which
     the Company deems that the Employee's cooperation is needed. The Company
     agrees to reimburse the

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<PAGE>

     Employee for all reasonable "out-of-pocket" expenses related to provision
     of the services referenced in this paragraph, provided the Employee
     receives advance approval of such expenses by the Company's Chief Employee
     Officer and provides the Company with receipts and invoices for all such
     expenses in accordance with the general expense reimbursement policy.

7.   CONFIDENTIALITY AGREEMENT. The Employee and the Company understand and
     agree that, due to the sensitive nature of this matter, the terms of this
     Agreement are to be kept private and confidential and that the terms of
     this Agreement shall not be disclosed, unless the party(ies) is (are)
     required by law to do so. While not limiting the generality of the
     foregoing, disclosure includes any statement, written or oral, to any
     person, including, but not limited to, any current or former employees of
     the Company. The parties to this Agreement acknowledge that there will be
     circumstances under which some or all of the terms of this Agreement will
     have to be made known to some individuals in the regular course of
     conducting business and personal affairs. In keeping with that
     understanding, the Company agrees that the Employee may discuss the terms
     of this agreement with his attorneys, accountants, tax advisors and his
     immediate family. The Employee agrees to advise such individuals of the
     confidentiality provisions of this Agreement and will advise anyone so
     named of the requirement to keep the terms of this Agreement confidential.
     Should the Employee disclose any of the terms of this Agreement to persons
     (whether entities or individuals) other than those specified in this
     section, then such actions shall constitute a breach on the part of the
     Employee.

8.   NONDISPARAGEMENT. The Employee agrees that he shall not make any untrue
     statement or criticism, written or oral, nor take any action which is
     adverse to the interests of the Company or that would cause the Company,
     its affiliates, subsidiaries, divisions or its current and former officers,
     directors, employees, agents, or shareholders embarrassment or humiliation
     or otherwise cause or contribute to such persons being held in disrepute by
     the public or the Company's clients, customers, or Employees. From and
     after the Separation Date, the Employee shall refrain from discussing the
     terms and conditions of the termination of the Employee's employment with
     any employee, agent, client or customer of the Company. The Company agrees
     that it shall not make any untrue statement or criticism, written or oral,
     nor take any action which is adverse to the interests of the Employee or
     that would cause the Employee embarrassment or humiliation or otherwise
     cause or contribute to his being held in disrepute by the public or the
     Company's clients, customers or Employees. The obligations under this
     Section shall survive the termination of this Agreement.

9.   NEUTRAL REFERENCES. The Employee acknowledges and agrees that the Company
     shall provide the Employee, upon the request of the Employee, or any other
     prospective employer of the Employee, upon the request of the Employee,
     with a neutral reference letter which will contain a factual recitation of
     the Employee's employment history with the Company, and which will include
     dates of hire and termination, positions held and similar factual
     information. This neutral reference letter will contain no evaluation
     information as to the Employee's job performance or job history.

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10.  RETURN OF COMPANY DOCUMENTS AND PROPERTY. The Employee hereby represents
     and warrants that, as of the Execution Date of this Agreement, he has
     returned to the Company all documents (including copies and computer
     records thereof) of any nature which relate to or contain proprietary or
     confidential information concerning Company, its customers, or employees,
     and any and all property of the Company which has been in his possession,
     including, except as otherwise herein provided, any computers, computer
     programs or limited use software licenses in his possession. The Employee
     confirms that all confidential information is and shall remain the
     exclusive property of the Company. All business records, papers and
     documents kept or made by the Employee relating to the business of the
     Company shall be and remain the property of the Company, except for such
     papers customarily deemed to be the personal copies of the Employee.
     Information in the public domain or information that is commonly known by
     or available to the public through the Company's press releases, public
     documents, annual reports, SEC filings or other public filings shall not be
     considered proprietary or confidential information.

11.  GENERAL RELEASE. The Employee agrees, for himself, his spouse, heirs,
     executor or administrator, assigns, insurers, attorneys and other persons
     or entities acting or purporting to act on his behalf, to irrevocably and
     unconditionally release, acquit and forever discharge the Company, its
     affiliates, subsidiaries, directors, officers, employees, shareholders,
     partners, agents, representatives, predecessors, successors, assigns,
     insurers, attorneys, benefit plans sponsored by the Company and said plans'
     fiduciaries, agents and trustees, from any and all actions, cause of
     action, suits, claims, obligations, liabilities, debts, demands,
     contentions, damages, judgments, levies and executions of any kind, whether
     in law or in equity, known or unknown, which the Employee has, has had, or
     may in the future claim to have against the Company by reason of, arising
     out of, related to, or resulting from Employee's employment with the
     Company or the termination thereof. This release specifically includes
     without limitation any claims arising in tort or contract, any claim based
     on wrongful discharge, any claim based on breach of contract, any claim
     arising under federal, state or local law prohibiting race, sex, age,
     religion, national origin, handicap, disability or other forms of
     discrimination, any claim arising under federal, state or local law
     concerning employment practices, and any claim relating to compensation or
     benefits. This specifically includes, without limitation, any claim which
     the Employee has or has had under Title VII of the Civil Rights Act of
     1964, as amended, the Age Discrimination in Employment Act, as amended, the
     Americans with Disabilities Act, as amended, and the Employee Retirement
     Income Security Act of 1974, as amended. It is understood and agreed that
     the waiver of benefits and claims contained in this Section does not
     include a waiver of the right to payment of any vested, nonforfeitable
     benefits to which the Employee or a beneficiary of the Employee may be
     entitled under the terms and provisions of any employee benefit plan of the
     Company which have accrued as of the Separation Date and does not include a
     waiver of the right to benefits and payment of consideration to which the
     Employee may be entitled under this Agreement. The Employee acknowledges
     that he is only entitled to the additional benefits and compensation set
     forth in this Agreement, and that all other claims for any other benefits
     or compensation are hereby waived, except those expressly stated in the
     preceding sentence.

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12.  PENALTIES. In addition to any legal or equitable remedies available to the
     Company, including injunctive relief, the Employee agrees and acknowledges
     that if he violates any provision of this Separation Agreement, the Company
     may immediately cease any and all payments and benefits payable to the
     Employee hereunder.

13.  GOVERNING LAW. This Separation Agreement shall be construed in accordance
     with, and governed by, the laws of the State of Georgia, except to the
     extent that the laws of the United States shall otherwise apply.

14.  ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between
     the parties with respect to the subject matter hereof and supercedes all
     prior and contemporaneous oral and written agreements and discussions. In
     addition, any and all other agreements in existence between the Employee
     and the Company shall terminate immediately as of the Separation Date.


     IN WITNESS WHEREOF, the undersigned have executed this Agreement on the
    30th     day of    April    , 2001.
------------        ------------



                                   EMPLOYEE:


                                   /s/ Donald P. Weinstein
                                   --------------------------------------------
                                       Donald P. Weinstein



                                   COMPANY:

                                   AGL RESOURCES INC.


                                   BY:  /s/ P. G. Rosput
                                        ---------------------------------------
                                           Paula G. Rosput
                                           President & Chief Executive Officer








                 [THIS DOCUMENT HAS BEEN EXECUTED IN DUPLICATE.]

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