Nicor Inc.
                                                                Form 10-K
                                                                Exhibit 10.26



               Resolutions for Board of Directors of Nicor Inc.
                        as Adopted on December 7, 1999



      RESOLVED,  that the Nicor  Inc.  Stock  Deferral  Plan is hereby  amended,
effective  as of the  date of  adoption  of this  resolution,  to  provide  that
distributions of each  Participant's  Deferred Stock Account  thereunder will be
distributed as soon as practicable  after the occurrence of a Change in Control;
provided,  however,  that to the extent required by the terms of such plan, such
amendment  shall not be effective with respect to any employee  unless and until
the employee has consented to such acceleration.

      RESOLVED,  that the  definition  of "Change in  Control"  in all  Employee
Benefit  Arrangements  (as defined below) shall be modified by substituting  for
such  definition  in  each  such  Employee  Benefit  Arrangement  the  following
definition of "Change in Control":

            "Change in Control" means:



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            1. The  acquisition by any  individual,  entity or group (within the
      meaning of Section 13(d)(3) or 14(d)(2) of the Securities  Exchange Act of
      1934,  as  amended  (the  "Exchange  Act"))  (a  "Person")  of  beneficial
      ownership (within the meaning of Rule 13d-3 promulgated under the Exchange
      Act) of any shares of Common Stock of the Company or any voting securities
      of the Company entitled to vote generally in the election of directors if,
      as a result of such  acquisition,  such  person owns 20% or more of either
      (i)  the   outstanding   shares  of  common  stock  of  the  Company  (the
      "Outstanding  Company Common Stock"), or (ii) the combined voting power of
      the  outstanding  voting  securities  of  the  Company  entitled  to  vote
      generally in the election of directors  (the  "Outstanding  Company Voting
      Securities");  provided,  however, that for purposes of this subsection 1,
      the following  acquisitions shall not constitute a Change in Control:  (A)
      any acquisition by the Company, (B) any acquisition by an employee benefit
      plan (or related  trust)  sponsored  or  maintained  by the Company or any
      corporation  controlled  by the  Company (a  "Company  Plan"),  or (C) any
      acquisition by any  corporation  pursuant to a transaction  which complies
      with subsections 3.1, 3.2 and 3.3 of this  definition;  provided  further,
      that for purposes of clause (A), if any Person  (other than the Company or
      any Company Plan) shall become the beneficial  owner of 20% or more of the
      Outstanding Company Common Stock or 20% or more of the Outstanding Company
      Voting  Securities by reason of an  acquisition  by the Company,  and such
      Person shall, after such acquisition by the Company, become the beneficial
      owner of any additional shares of the Outstanding  Company Common Stock or
      any additional  Outstanding Company Voting Securities (other than pursuant
      to  any  dividend  reinvestment  plan  or  arrangement  maintained  by the
      Company)  and  such  beneficial  ownership  is  publicly  announced,  such
      additional beneficial ownership shall constitute a Change in Control; or

            2. Individuals  who, as of the date hereof,  constitute the Board of
      Directors of the Company (for purposes of this definition,  the "Incumbent
      Board")  cease for any reason to  constitute  at least a  majority  of the
      Incumbent  Board;  provided,  however,  that  any  individual  becoming  a
      director  subsequent to the date hereof whose election,  or nomination for
      election by the Company shareholders, was approved by a vote of at least a
      majority of the directors  then  comprising  the Incumbent  Board shall be
      considered as though such individual were a member of the Incumbent Board,
      but  excluding,  for this  purpose,  any  such  individual  whose  initial
      assumption  of  office  occurs  as a  result  of  an  actual  or  publicly
      threatened  election  contest  (as  such  terms  are  used in Rule  14a-11
      promulgated under the Exchange Act) or other actual or publicly threatened
      solicitation of proxies or consents by or on behalf of a Person other than
      the Board of Directors of the Company; or

            3.  Consummation,  including  receipt  of any  necessary  regulatory
      approval,  of  (i)  a  reorganization,  merger,  consolidation,  or  other
      business  combination  involving  the  Company  or (ii)  the sale or other
      disposition  of more  than  50% of the  operating  assets  of the  Company
      (determined  on a  consolidated  basis),  other than in connection  with a
      sale-leaseback or other arrangement resulting in the continued utilization
      of such assets (or the  operating  products of such assets) by the Company
      (any  transaction  described  in part (i) or (ii) being  referred  to as a
      "Corporate  Transaction");  excluding,  however,  a Corporate  Transaction
      pursuant to which:



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                  3.1. all or substantially  all of the individuals and entities
            who are the  beneficial  owners,  respectively,  of the  Outstanding
            Company  Common  Stock and  Outstanding  Company  Voting  Securities
            immediately  prior to such Corporate  Transaction  beneficially own,
            directly or  indirectly,  more than 60% of,  respectively,  the then
            outstanding  shares of common stock and the combined voting power of
            the then outstanding voting securities entitled to vote generally in
            the  election  of  directors,  as the case may be,  of the  ultimate
            parent entity resulting from such Corporate Transaction  (including,
            without   limitation,   an  entity  which,   as  a  result  of  such
            transaction,  owns the  Company or all or  substantially  all of the
            assets  of the  Company  either  directly  or  through  one or  more
            subsidiaries)  in  substantially   the  same  proportions  as  their
            ownership,  immediately  prior to such Corporate  Transaction of the
            Outstanding  Company  Common Stock and  Outstanding  Company  Voting
            Securities, as the case may be;

                  3.2. no Person  (other than the  Company,  any Company Plan or
            related  trust,  the  corporation   resulting  from  such  Corporate
            Transaction,  and any Person which beneficially  owned,  immediately
            prior to such Corporate Transaction,  directly or indirectly, 20% or
            more of the  Outstanding  Company  Common  Stock or the  Outstanding
            Company  Voting  Securities,  as the case may be) will  beneficially
            own, directly or indirectly, 20% or more of, respectively,  the then
            outstanding  common stock of the ultimate  parent  entity  resulting
            from such Corporate  Transaction or the combined voting power of the
            then outstanding voting securities of such entity; and

                  3.3.  individuals who were members of the Incumbent Board will
            constitute  at  least a  majority  of the  members  of the  board of
            directors  of  the  ultimate  parent  entity   resulting  from  such
            Corporate Transaction; or

            4. A tender  offer  (for  which a  filing  has  been  made  with the
      Securities  and Exchange  Commission  (the "SEC") which purports to comply
      with  the  requirements  of  Section  14(d)  of the  Exchange  Act and the
      corresponding  SEC rules) is made for the stock of the Company,  which has
      not been negotiated and approved by the Board,  provided that in case of a
      tender offer described in this subsection 4, the Change in Control will be
      deemed to have occurred at the first time during the offer period when the
      Person (as defined in  subsection 1 above)  making the offer  beneficially
      owns or has accepted for payment  stock of the Company with 20% or more of
      the  combined  voting  power  of  the  then  Outstanding   Company  Voting
      Securities; or

            5. Approval by the shareholders of the Company of a plan of complete
      liquidation or dissolution of the Company.



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            6. For  purposes of this  definition  of Change in Control,  (i) the
      term  "Company"  shall mean Nicor Inc. and shall  include any Successor to
      Nicor  Inc.;  and (ii) the term  "Successor  to Nicor Inc." shall mean any
      corporation,  partnership,  joint venture or other entity that succeeds to
      the interests of Nicor Inc. by means of a merger,  consolidation  or other
      restructuring   that  does  not  constitute  a  Change  in  Control  under
      subsections 1, 3 or 4 above.

However, to the extent required by the applicable Employee Benefit  Arrangement,
such substitution shall not be effective with respect to any employee unless and
until the employee has consented to such substitution.
For purposes of this resolution:

-     The term "Employee Benefit  Arrangement" shall mean each agreement with an
      employee  to which  Nicor Inc.  is a party,  and each plan or  arrangement
      maintained by Nicor Inc., and including any awards  outstanding  under any
      such  agreement,  plan,  or  arrangement,  to the extent  that such award,
      agreement,  plan,  or  arrangement  contains  a  definition  of "Change in
      Control."

-     To the extent that the Employee Benefit Arrangement provides for an
      award based on common stock of the Company (including, without
      limitation, an award of stock option award or shares of restricted
      stock), and such Employee Benefit Arrangement provides that vesting or
      exercisability of such award will occur at the time of the Change in
      Control (rather than the occurrence of a subsequent event, such as
      termination of employment), the following shall be substituted for the
      definition of "Change in Control":

            "Change in Control" means:



<PAGE>


            1. The  acquisition by any  individual,  entity or group (within the
      meaning of Section 13(d)(3) or 14(d)(2) of the Securities  Exchange Act of
      1934,  as  amended  (the  "Exchange  Act"))  (a  "Person")  of  beneficial
      ownership (within the meaning of Rule 13d-3 promulgated under the Exchange
      Act) of any shares of Common Stock of the Company or any voting securities
      of the Company entitled to vote generally in the election of directors if,
      as a result of such  acquisition,  such  person owns 20% or more of either
      (i)  the   outstanding   shares  of  common  stock  of  the  Company  (the
      "Outstanding  Company Common Stock"), or (ii) the combined voting power of
      the  outstanding  voting  securities  of  the  Company  entitled  to  vote
      generally in the election of directors  (the  "Outstanding  Company Voting
      Securities");  provided,  however, that for purposes of this subsection 1,
      the following  acquisitions shall not constitute a Change in Control:  (A)
      any acquisition by the Company, (B) any acquisition by an employee benefit
      plan (or related  trust)  sponsored  or  maintained  by the Company or any
      corporation  controlled  by the  Company (a  "Company  Plan"),  or (C) any
      acquisition by any  corporation  pursuant to a transaction  which complies
      with subsections 3.1, 3.2 and 3.3 of this  definition;  provided  further,
      that for purposes of clause (A), if any Person  (other than the Company or
      any Company Plan) shall become the beneficial  owner of 20% or more of the
      Outstanding Company Common Stock or 20% or more of the Outstanding Company
      Voting  Securities by reason of an  acquisition  by the Company,  and such
      Person shall, after such acquisition by the Company, become the beneficial
      owner of any additional shares of the Outstanding  Company Common Stock or
      any additional  Outstanding Company Voting Securities (other than pursuant
      to  any  dividend  reinvestment  plan  or  arrangement  maintained  by the
      Company)  and  such  beneficial  ownership  is  publicly  announced,  such
      additional beneficial ownership shall constitute a Change in Control; or

            2. Individuals  who, as of the date hereof,  constitute the Board of
      Directors of the Company (for purposes of this definition,  the "Incumbent
      Board")  cease for any reason to  constitute  at least a  majority  of the
      Incumbent  Board;  provided,  however,  that  any  individual  becoming  a
      director  subsequent to the date hereof whose election,  or nomination for
      election by the Company shareholders, was approved by a vote of at least a
      majority of the directors  then  comprising  the Incumbent  Board shall be
      considered as though such individual were a member of the Incumbent Board,
      but  excluding,  for this  purpose,  any  such  individual  whose  initial
      assumption  of  office  occurs  as a  result  of  an  actual  or  publicly
      threatened  election  contest  (as  such  terms  are  used in Rule  14a-11
      promulgated under the Exchange Act) or other actual or publicly threatened
      solicitation of proxies or consents by or on behalf of a Person other than
      the Board of Directors of the Company; or

            3.  Consummation,  including  receipt  of any  necessary  regulatory
      approval,  of  (i)  a  reorganization,  merger,  consolidation,  or  other
      business  combination  involving  the  Company  or (ii)  the sale or other
      disposition  of more  than  50% of the  operating  assets  of the  Company
      (determined  on a  consolidated  basis),  other than in connection  with a
      sale-leaseback or other arrangement resulting in the continued utilization
      of such assets (or the  operating  products of such assets) by the Company
      (any  transaction  described  in part (i) or (ii) being  referred  to as a
      "Corporate  Transaction");  excluding,  however,  a Corporate  Transaction
      pursuant to which:

                  3.1. all or substantially  all of the individuals and entities
            who are the  beneficial  owners,  respectively,  of the  Outstanding
            Company  Common  Stock and  Outstanding  Company  Voting  Securities
            immediately  prior to such Corporate  Transaction  beneficially own,
            directly or  indirectly,  more than 60% of,  respectively,  the then
            outstanding  shares of common stock and the combined voting power of
            the then outstanding voting securities entitled to vote generally in
            the  election  of  directors,  as the case may be,  of the  ultimate
            parent entity resulting from such Corporate Transaction  (including,
            without   limitation,   an  entity  which,   as  a  result  of  such
            transaction,  owns the  Company or all or  substantially  all of the
            assets  of the  Company  either  directly  or  through  one or  more
            subsidiaries)  in  substantially   the  same  proportions  as  their
            ownership,  immediately  prior to such Corporate  Transaction of the
            Outstanding  Company  Common Stock and  Outstanding  Company  Voting
            Securities, as the case may be;



<PAGE>


                  3.2. no Person  (other than the  Company,  any Company Plan or
            related  trust,  the  corporation   resulting  from  such  Corporate
            Transaction,  and any Person which beneficially  owned,  immediately
            prior to such Corporate Transaction,  directly or indirectly, 20% or
            more of the  Outstanding  Company  Common  Stock or the  Outstanding
            Company  Voting  Securities,  as the case may be) will  beneficially
            own, directly or indirectly, 20% or more of, respectively,  the then
            outstanding  common stock of the ultimate  parent  entity  resulting
            from such Corporate  Transaction or the combined voting power of the
            then outstanding voting securities of such entity; and

                  3.3.  individuals who were members of the Incumbent Board will
            constitute  at  least a  majority  of the  members  of the  board of
            directors  of  the  ultimate  parent  entity   resulting  from  such
            Corporate Transaction; or

            4. A tender  offer  (for  which a  filing  has  been  made  with the
      Securities  and Exchange  Commission  (the "SEC") which purports to comply
      with  the  requirements  of  Section  14(d)  of the  Exchange  Act and the
      corresponding  SEC rules) is made for the stock of the Company,  which has
      not been negotiated and approved by the Board,  provided that in case of a
      tender offer described in this subsection 4, the Change in Control will be
      deemed to have occurred at the first time during the offer period when the
      Person (as defined in  subsection 1 above)  making the offer  beneficially
      owns or has accepted for payment  stock of the Company with 20% or more of
      the  combined  voting  power  of  the  then  Outstanding   Company  Voting
      Securities;  provided,  however,  that the Change in Control  shall  occur
      three (3) business days before such tender offer is to  terminate,  unless
      the offer is withdrawn first, if the Person making the offer could own, by
      the terms of the offer plus any shares  beneficially owned by that Person,
      stock  with  50% or  more  of  the  combined  voting  power  of  the  then
      Outstanding  Company Voting  Securities when the offer (and any subsequent
      offering period) terminates; or

            5. Approval by the shareholders of the Company of a plan of complete
      liquidation or dissolution of the Company.

            6. For  purposes of this  definition  of Change in Control,  (i) the
      term  "Company"  shall mean Nicor Inc. and shall  include any Successor to
      Nicor  Inc.;  and (ii) the term  "Successor  to Nicor Inc." shall mean any
      corporation,  partnership,  joint venture or other entity that succeeds to
      the interests of Nicor Inc. by means of a merger,  consolidation  or other
      restructuring   that  does  not  constitute  a  Change  in  Control  under
      subsections 1, 3 or 4 above.