NICOR
INC.




FIRST
AMENDMENT TO




NICOR
INC. 2008 LONG-TERM INCENTIVE PROGRAM




This
Amendment (the “Amendment”) to the Nicor Inc. 2008 Long-Term Incentive Program
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 Program (as defined below).




WHEREAS,
Nicor Inc. (the “Company”) previously adopted the Nicor Inc. 2008 Long-Term
Incentive Program (the “Program”) under the Nicor Inc. 2006 Long Term Incentive
Plan.




WHEREAS,
the compensation committee (the “Committee”) of the board of directors of the
Company has determined that it is appropriate to amend the provisions of the
Program as a result of the application of Section 457A of the Code to certain
participants who have received awards under the Program;




NOW,
THEREFORE, the Program is hereby amended as follows:




(a)           By
amending and restating the first bullet under the heading “How
Performance Unit Payouts are Determined” to read in full as
follows:




“Except
as provided under the heading “Termination
Provisions” below, all performance units pay out at the end of a
three-year performance period.  Payouts generally will be made as soon
as practicable following the end of the performance period, but not later than
December 31 of the calendar year following the end of the performance
period.”




(b)           By
adding the following to the section of the Program under the heading “Termination
Provisions” at the end thereof:




“Notwithstanding
the foregoing, with respect to an award recipient who is an employee of Tropical
Shipping Company, the following shall apply:




·
            In
      the case of retirement of an award recipient who is an employee of
      Tropical Shipping Company, unvested restricted stock units and performance
      units will not vest as provided above and will instead be immediately
      forfeited; provided, however, that the Compensation Committee may in its
      sole discretion determine to vest any restricted stock units or
      performance units held for more than one year prior to
      retirement.




·
            In
      the case of death or disability of an award recipient who is an employee
      of Tropical Shipping Company, unvested performance units held for more
      than one year (as of the date of death or disability) will not vest and
      will not be paid as provided above.  Instead, a pro rata




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  amount
      of such unvested performance units (based upon the number of full months
      of employment of the award recipient during the performance period) will
      vest and the award recipient (or beneficiary, as applicable) will be paid
      with respect to such portion of the performance units upon such death or
      disability at a payout multiple of 100%. The remaining portion of the
      performance units will be immediately forfeited.”


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




In all other respects the Program, 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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