NICOR INC. 2006 LONG TERM
INCENTIVE PLAN





FIRST
AMENDMENT TO





2009
RESTRICTED STOCK UNIT AGREEMENT





This Amendment (the “Amendment”) to
that certain Restricted Stock Unit Agreement (the “Agreement”) between Nicor
Inc., an Illinois corporation (the “Company”) and Rick Murrell (the “Employee”)
dated as of March 26, 2009 (the “Agreement Date”) is effective as of this July
23, 2009 (the “Amendment Date”), by and among the Company and the
Employee.  Except as set forth in the Amendment, capitalized terms
used herein but not defined herein shall have the meanings ascribed to them in
the Agreement.





WITNESSETH





WHEREAS, the Company maintains the
Nicor Inc. 2006 Long Term Incentive Plan, as amended (the “Plan”), which is
incorporated into and forms a part of this Amendment, for the benefit of key
executive and management employees of the Company and any Related
Company;





WHEREAS, the Employee had been selected
by the Committee to receive an award of Restricted Stock Units pursuant to
Section 4.4 of the Plan, such award evidenced by the Agreement;





WHEREAS, the Employee and the Company
desire to amend the terms of the Agreement as set forth in this
Amendment.





NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Employee and the Company (collectively the “Parties”) hereby agree as of the
Amendment Date to the following:





1.  Amendment to Paragraph 1 of
the Agreement.  Effective as of the Amendment Date, Paragraph 1
of the Agreement is hereby amended and restated in its entirety as
follows:





“1.           Award.  Subject
to the terms of the Agreement and the Plan, the Employee was awarded as of the
Agreement Date the right to receive 1,700 shares of Stock (the “Original
Restricted Stock Units”).  Effective as of the Amendment Date, the
Employee is hereby awarded the right to receive an additional 170 shares of
Stock (the “New Restricted Stock Units” and together with the Original
Restricted Stock Units, the “Restricted Stock Units”), for a total award of the
right to receive 1,870 shares of Stock.  For the avoidance of doubt,
the New Restricted Stock Units shall be subject to the same terms and conditions
as the Original Restricted Stock Units as set forth in the Agreement (as
modified by the Amendment), including with respect to vesting as provided in
Paragraph 4.  The delivery of shares with respect to the Restricted
Stock Units is deferred until the earliest of:





(a) the fourth anniversary of the
Agreement Date;





(b) the Employee’s death;





(c) a Change in Control;





(d)
      the six-month anniversary following Employee’s separation from service
      (within the meaning of Section 409A of the Code) due to Disability (as
      defined below); or





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(e)
      if the Committee exercises its discretion, as provided in Paragraph 4
      below, to vest all or a portion of the Restricted Stock Units upon the
      Employee’s separation from service due to Retirement (as defined below),
      the six-month anniversary following Employee’s separation from service
      (within the meaning of Section 409A of the Code) due to
      Retirement.





For purposes of the Agreement, the term
“Disability” means the inability of the Employee, by reason of a medically
determinable physical or mental impairment, to engage in any substantial gainful
activity, which condition, in the opinion of a physician selected by the
Committee, is expected to result in death or can be expected to last for a
continuous period of not less than 12 months.  For purposes of the
Agreement, “Retirement” means the date the Employee has attained at least (i)
age 65, or (ii) age 55 and has at least 10 years of employment with the Company
or any Related Companies.”





For
purposes of the foregoing, the “Amendment” shall mean this Amendment and the
“Amendment Date” shall mean the Amendment Date (as defined in this
Amendment).





2.  Amendment to Paragraph 4 of
the Agreement.  Effective as of the Amendment Date, Paragraph 4
of the Agreement is hereby amended and restated in its entirety to read as
follows:





“4.           Vesting.  The
Employee shall vest in full in the Restricted Stock Units on the earlier of (a)
the fourth anniversary of the Agreement Date; (b) the date on which a Change in
Control occurs; (c) the date of the Employee’s death after the first anniversary
of the Agreement Date; or (d) the date on which the Employee is determined to
have become subject to a Disability after the first anniversary of the Agreement
Date.  If the Employee’s employment with the Company and all Related
Companies terminates prior to vesting in the Restricted Stock Units, he shall
forfeit the Restricted Stock Units and his right to receive the actual shares of
Stock subject thereto, provided, however, that in the event of Employee’s
Separation from Service due to Retirement after the first anniversary of the
Agreement Date, the Committee may determine in its sole discretion that the
Employee will be deemed vested in all or a portion of the Restricted Stock Units
immediately prior to such Retirement.”





3.  No Other
Amendment.  Except as expressly set forth in this Amendment,
the Agreement shall remain unchanged and shall continue in full force and effect
according to its terms.





4.  Acknowledgement. The
Employee acknowledges and agrees that he has carefully read this Amendment in
its entirety, fully understands and agrees to its terms and provisions and
intends and agrees that it be final and legally binding on the Employee and the
Company.





5.  Counterparts.  This
Amendment may be executed in several counterparts by the parties each of which
shall be deemed an original.




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IN WITNESS WHEREOF, the Employee has
hereunto set the Employee’s hand and the Company has caused this Amendment to be
executed in its name on its behalf, all as of the day and year first above
written.





NICOR
INC.








By:/s/ CLAUDIA
COLALILLO


Claudia Colalillo


Senior Vice President Human Resources and


Corporate Communications











EMPLOYEE








/s/ RICK
MURRELL


Rick Murrell









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