NICOR INC. 2006 LONG TERM
INCENTIVE PLAN





FIRST
AMENDMENT TO





PERFORMANCE
CASH UNIT AGREEMENT





This Amendment (the “Amendment”) to
that certain Performance Cash Unit Agreement (the “Agreement”) between Nicor
Inc., an Illinois corporation (the “Company”) and Rick Murrell (the “Employee”)
dated as of March 27, 2008 (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 Performance Cash Units pursuant to 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 originally awarded
49,900 Performance Cash Units and the Employee is hereby awarded an additional
4,990 Performance Cash Units, for a total award of 54,890 Performance Cash
Units.”





2.  Amendment to Paragraph 3 of
the Agreement.  Effective as of the Amendment Date, Paragraph 3
of the Agreement is hereby amended by adding the following sentence at the end
thereof:





“Notwithstanding
the foregoing, (i) with respect to Performance Cash Units that vest pursuant to
paragraph 7(b) below, amounts due under paragraph 2 with respect to such vested
Performance Cash Units will be paid in a lump sum as soon as practicable
following the Employee’s death or Disability, as applicable, but in no event
later than March 15 of the calendar year following the calendar year in which
the Employee dies or becomes Disabled and (ii) any amounts with respect to
Performance Cash Units that the Committee determines in its discretion to vest
will be paid in a lump sum no later than March 15 of the calendar year following
the calendar year in which the Committee makes such determination.”





3.  Amendment to Paragraph 6 of
the Agreement.  Effective as of the Amendment Date, Paragraph 6
of the Agreement is hereby amended and restated in its entirety as
follows:





1


“6.           Performance
Multipliers.  For purposes of this Agreement, the term “Total
Shareholder Return Performance Multiplier” for the Performance Period shall be
determined in accordance with Exhibit A to this Agreement, provided, however,
that, (i) with respect to Performance Cash Units that vest pursuant to paragraph
7(b) below, the Total Shareholder Return Performance Multiplier shall be deemed
to be 100% and (ii) if the Committee exercises its discretion to vest all or a
portion of the Performance Cash Units in accordance with paragraph 7(c) below,
the Total Shareholder Return Performance Multiplier shall be determined in the
sole discretion of the Committee.”





4. Amendment to Paragraph 7 of
the Agreement.  Effective as of the Amendment Date, Paragraph 7
of the Agreement is hereby amended and restated in its entirety to read as
follows:





“7.           Vesting.  The
Employee shall be vested in and entitled to payment of benefits under this
Agreement only as follows:





(a) If the Employee remains
continuously employed by the Company and the Related Companies during the period
beginning on the Agreement Date and ending on the last day of the Performance
Period, the Employee shall be vested in 100% of the Performance Cash
Units.





(b) If the Employee remains
continuously employed by the Company and the Related Companies through the first
anniversary of the Agreement Date, and such employment terminates before the
last day of the Performance Period by reason of the Employee’s death or
Disability, the Employee shall be vested in a pro rata portion of the
Performance Cash Units based upon the total number of full months the Employee
was employed during the Performance Period and the Employee shall immediately
forfeit the portion of the Performance Cash Units that does not so
vest.





(c) If the Employee’s employment with
the Company or the Related Companies terminates due to the Employee’s Retirement
after the first anniversary of the Agreement Date, the Performance Cash Units or
a portion thereof will vest only in the sole discretion of the
Committee.





The
Employee shall not be vested in or entitled to payment of benefits under this
Agreement except as expressly provided in subsections (a), (b) or (c) next
above.  Nothing in this paragraph 7 shall be deemed to increase the
amount of benefits (if any) payable under this Agreement, as determined without
regard to this paragraph 7.”




5.  Amendment to Paragraph 9 of
the Agreement.  Effective as of the Amendment Date, Paragraph 9
of the Agreement is hereby amended and restated in its entirety to read as
follows:





“9.           Retirement;
Disability.  For purposes of this Agreement, the term
“Retirement” means: (a) termination of employment because the Employee has
reached normal retirement age of 65 years; or (b) termination of employment
because the employee has attained at least age 55 and has at least 10 years of
employment with the Company or any Related Companies.  For purposes of
this Agreement, the term “Disability” or “Disabled” 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.”





6.  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.





2


7.  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.





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





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









3