TROPICAL
SHIPPING COMPANY




FIRST
AMENDMENT TO




LONG-TERM
PERFORMANCE INCENTIVE PLAN




This
Agreement amending the Tropical Shipping Company Long-Term Performance Incentive
Plan is entered into between Tropical Shipping and Construction Company Limited
(the “Company”) and Rick Murrell (the “Executive”) effective as of July 23, 2009
(the “Amendment”).  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,
the Company previously adopted the Tropical Shipping Company Long-Term
Performance Incentive Plan, effective January 1, 2008 (the “Plan”);




WHEREAS,
the Executive is the sole participant in the Plan;




WHEREAS,
the Plan is administered by the compensation committee (the “Committee”) of the
board of directors of Nicor Inc.; and




WHEREAS
the Executive and the Committee have determined that it is appropriate to enter
into the agreements with respect to the Plan as set forth herein as a result of
the application of Section 457A of the Code to the Plan and the
Executive;




NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereby agree as follows:




1.  Amendment to the
Plan.  The Plan is hereby amended as follows:




(a)  By
deleting the provisions of the Plan under the heading “Incentive Payment
Deferral,” including the paragraphs headed “Deferral under the Nicor Stock
Deferral Plan” and “Deferral under this Plan” in
their entirety and by deleting all references in the Plan to such
provisions.




(b)  By
amending and restating the provisions of the Plan under the heading “Retirement, Death or
Termination” in its entirety to read as follows:




“The
participant whose employment with the Company terminates by reason of death or
disability during a performance period shall be entitled to the prorated value
of the target incentive award for that performance period determined as if the
Company had achieved the performance objectives with respect to such target
incentive award at the target levels previously established by the
Committee.  The proration will be based on the ratio of the full
calendar months employed during the period to the total months in the
performance period and such prorated amount shall be paid no later than March 15
of the calendar year following the calendar year in which such termination by
reason of death or disability occurs.




If the
participant separates from service with the Company during a performance period
for any reason other than death or disability, including by reason of
retirement, no amount with respect to a target incentive award will be paid to
the participant for that performance period, unless otherwise determined by the




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  Committee
in its sole discretion and the Company will have no further obligation to the
participant under the terms of this Plan.”


2.  Additional
Award.  In consideration of the amendments to the Plan as set
forth above, the Company hereby awards to the Executive an additional target
incentive award (the “Additional Awards”) for each uncompleted performance
period ending after January 1, 2010 for which the Executive has previously
received a target incentive award (the “Prior Target Incentive
Awards”).  The Additional Awards are equal to 10% of the amount of the
Prior Target Incentive Awards and are further described on Exhibit A attached
hereto.




3.  Full Force and
Effect.  To the extent not expressly agreed and amended hereby,
the Plan and Executive’s rights thereunder remains unchanged and in full force
and effect.




4.  Acknowledgement. The
Executive 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 Executive and the
Company.




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




IN
WITNESS WHEREOF, the Executive has hereunto set his 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.









TROPICAL SHIPPING
COMPANY









By:/s/ VAN
KENT


Name:  Van
Kent


Title:  AVP
Human Resources












EXECUTIVE









/s/ RICK MURRELL


Rick
Murrell









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EXHIBIT
A







LTIP
                            Performance
                            Cycle
                          Original
      LTIP
                            Incentive
      Target
                            Award
                          Additional
      LTIP
                            Incentive
      Target
                            Award
                          Amended
      LTIP
                            Incentive
      Target
                            Award2008-10
                          $232,960
                          $23,296
                          $256,2562009-11
                          $232,960
                          $23,296
                          $256,256
















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