NICOR
INC.




FIRST
AMENDMENT TO




NICOR
INC. STOCK DEFERRAL PLAN


(Governing
Post-2004 Benefits)




This
Amendment (the “Amendment”) to the Nicor Inc. Stock Deferral Plan governing
post-2004 benefits is effective as of July 23, 2009.  All capitalized
terms used in this Amendment but not defined herein shall have the meanings
assigned to such terms in the Plan (as defined below).




WHEREAS,
Nicor Inc. (the “Company”) adopted the Nicor Inc. Stock Deferral Plan, as
amended and restated for post-2004 benefits effective January 1, 2008 (the
“Plan”).




WHEREAS,
pursuant to Section 6 of the Plan, the compensation committee (the “Committee”)
of the board of directors of the Company may from time to time amend the
provisions of the Plan;




WHEREAS,
the Committee has determined that it is appropriate to amend the provisions of
the Plan as a result of the application of Section 457A of the Code to amounts
deferred under the Plan by certain Participants;




NOW,
THEREFORE, the Plan is hereby amended by adding a new SECTION 8 entitled “Code Section 457A” to
read in its entirety as follows:




“8.1           Section 457A
Compliance.  It is the intent of the Company that no amounts or
awards may be deferred under this Plan if such amounts or awards are subject to
taxation under Section 457A of the Code (“Section 457A”) prior to the taxable
year in which such amounts or awards are distributed to
Participants.  Accordingly, notwithstanding any provision of this Plan
to the contrary, the following provisions shall apply to each employee of a
direct or indirect subsidiary of the Company that is a “nonqualified entity”
within the meaning of Section 457A (each a “Disqualified
Participant”):




(a)           Effective
as of January 1, 2009, no Disqualified Participant shall be eligible to defer
any amounts or awards under this Plan and any Deferral Elections that have been
made by a Disqualified Participant shall be deemed null and void to the extent
such Deferral Elections relate to amounts or awards that are unvested as of
December 31, 2008 and which are attributable to services performed after
December 31, 2008, within the meaning of Section 457A and applicable Department
of Treasury guidance, and such amounts or awards shall not be deferred under
this Plan.




(b)           All
Stock Units credited to a Disqualified Participant’s account for service prior
to January 1, 2009, shall be distributed to such Participant no later than
December 31, 2017, and each such Disqualified Participant shall be allowed to
modify his or her Distribution Election accordingly, provided such change in




1
 
 
  Distribution
Election is in writing and effective on or before December 31,
2011.  If no new Distribution Election is filed in writing prior to
December 31, 2011, or such changed Distribution Election provides for
distribution of the Disqualified Participant’s Stock Units after December 31,
2017, then the Distribution Election as on file as of December 31, 2008 shall
govern.”


FURTHER, this First Amendment to the
Plan shall be effective on the date approved by the Committee unless otherwise
specified herein.




In all other respects, the Plan, as
amended by this First Amendment, shall remain in full force and
effect.




IN
WITNESS WHEREOF, and as evidence of the adoption of the foregoing, the Company
has caused this Amendment to be executed by a duly authorized officer as of the
date first set forth above.









NICOR
INC.







By:/s/ CLAUDIA
COLALILLO


Claudia
Colalillo


Senior Vice
President Human Resources


and Corporate
Communications












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