UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 8-KCURRENT REPORT
 
 Pursuant to Section 13 or 15(d) of the
 Securities Exchange Act of 1934
 November 10, 2011 (November 8, 2011)
 Date of Report (Date of earliest event reported):
 NICOR INC.
 (Exact name of registrant as specified in its charter)
 Illinois
1-7297
36-2855175(State or other jurisdiction
(Commission
(I.R.S. Employerof incorporation)
File Number)
Identification Number)
 
 1844 Ferry Road
 Naperville, Illinois 60563-9600
 (Address of principal executive offices) (Zip Code)
 
 (630) 305-9500
 (Registrant’s telephone number, including area code)
 
 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
 [  ]           Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 [  ]           Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 [  ]           Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 [  ]           Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))











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Item 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.





On November 8, 2011, the Compensation Committee of the Board of Directors of Nicor Inc. (the “Compensation Committee”) approved (i) an amendment to the Nicor Inc. Supplemental Senior Officer Retirement Plan (the “SSOR Plan Amendment”), (ii) an amendment to the Nicor Inc. Stock Deferral Plan (the “Stock Deferral Plan Amendment”) and (iii) amendments to Change in Control Agreements between the Company and its executive officers (the “CIC Amendments”).





The SSOR Plan Amendment specifies the contributions to be made by the Company under the plan on behalf of plan participants for a plan year in which a change in control of the Company occurs. The SSOR Plan Amendment is filed as an exhibit to this report, and its terms are incorporated herein by reference.





The Stock Deferral Plan Amendment revises the calculation of the cash out payment of stock units in a participant’s account in the case of a change in control of the Company to conform to the method for cashing out those units specified in the Agreement and Plan of Merger dated December 6, 2010 among the Company, AGL Resources Inc, Apollo Acquisition Corp. and Ottawa Acquisition LLC. The Stock Deferral Plan Amendment is filed as an exhibit to this report, and its terms are incorporated herein by reference.





The CIC Amendments provide for (i) inclusion in the payment made under the agreements to officers separated from service upon a change in control the amount such officers would have received over the severance period under the Company’s Supplementary Retirement Plan without regard to provisions in that plan that might otherwise not provide certain of such officers a benefit under that plan because their salary prior to separation from service was below the threshold amount set under the plan and (ii) direct payment under the agreements to officers separated from service upon a change in control of the amount that would have credited to their accounts over the severance period under the Nicor Inc. Supplemental Senior Officer Retirement Plan. The form of the CIC Amendment is filed as an exhibit to this report, and its terms are incorporated herein by reference.





Item 9.01  Financial Statements and Exhibits




(d)
Exhibits




The following are filed as exhibits to this report




10.01.
Amendment to Nicor Inc. Supplemental Senior Officer Retirement Plan10.02.
Amendment to Nicor Inc. Stock Deferral Plan10.03.
Form of Amendment to Change-in-Control Agreement









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Signature





Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.














Nicor Inc.Date
November 10, 2011

/s/ Richard L. HawleyRichard L. HawleyExecutive Vice President andChief Financial Officer










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Exhibit Index





Exhibit

Number
Description of Documents


10.01.
Amendment to Nicor Inc. Supplemental Senior Officer Retirement Plan10.02.
Amendment to Nicor Inc. Stock Deferral Plan10.03.
Form of Amendment to Change-in-Control Agreement