NICOR CAPITAL ACCUMULATION
PLAN




As
Amended and Restated Effective as of January 1, 2008




I. Purpose and Effective
Date.  NICOR CAPITAL ACCUMULATION PLAN (the “Plan”) has been
established by NICOR, Inc., an Illinois corporation (the “Company”), to further
assure the continued employment of its officers, and those of its subsidiaries
(as defined below), by providing them with an opportunity to defer a portion of
their base salaries (which portion shall not exceed a percentage thereof
established from time to time by the Compensation Committee of the Board of
Directors of the Company (the “Committee”)) and, thereby, accumulate capital to
enhance their economic security.  The term “subsidiary” means any
corporation 80 percent or more of the voting stock of which is owned, directly
or indirectly, by the Company.  The Company and its subsidiaries are
sometimes referred to below individually as an “Employer” and, collectively, as
the “Employers”.  The “Effective Date” of the Plan is March 1,
1984.  The effective date of this amended and restated Plan is January
1, 2008.




II. Administration.  The
Plan shall be administered by the Committee.




A.  Membership. 
Except as otherwise specifically provided in this Article II, in controlling and
managing the operation and administration of the Plan, the Committee shall act
by the concurrence of a majority of its then members by meeting or by writing
without a meeting.  The Committee, by unanimous written consent, may
authorize any one of its members to execute any document, instrument or
direction on its behalf.




B. Powers of
Committee .  Subject
to the conditions and limitations of the Plan, the Committee shall have the sole
and complete authority and discretion to:




1.
            Conclusively
      interpret and construe the provisions of the Plan and to remedy
      ambiguities, inconsistencies and omissions of whatever kind or
      nature;




2.
            Adopt,
      and apply in a uniform and nondiscriminatory manner to all persons
      similarly situated, such rules of procedure and regulations as, in its
      opinion, may be necessary for the proper and efficient administration of
      the Plan, and as are consistent with the provisions of the
      Plan;




3.
            Conclusively
      determine all questions arising under the Plan, including the power to
      determine rights or eligibility of employees or former employees, and the
      respective benefits of Participants and others entitled
      thereto;




4.
            Maintain
      and keep adequate records concerning the Plan and concerning its
      proceedings and acts in such form and detail as the Committee may
      decide;




5.
            Direct
      all benefit payments under the Plan and participation
      agreements;




6.
            Furnish
      the Company and its subsidiaries with such information with respect to the
      Plan as may be required by them for tax or other
  purposes;




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7.
            By
      unanimous action of the members then acting, employ agents and counsel
      (who also may be employed by the Company and its subsidiaries or a
      trustee) and to delegate to them, in writing, such powers as the Committee
      considers desirable;




8.
            Correct
      any defect or omission and to reconcile any inconsistency in the Plan, and
      to remedy any error in any payment made hereunder;
  and




9.
            make
      all other determinations and take all other actions necessary or advisable
      for the implementation and administration of the
  Plan.




Except as otherwise specifically provided by the Plan, any determinations
to be made by the Committee under the Plan shall be decided by the Committee in
its sole discretion.  Any interpretation of the Plan by the Committee
and any decision made by it under the Plan is conclusive, final and binding on
all persons.




C. Delegation by
Committee .  The
Committee may allocate all or any part of its responsibilities and powers to any
one or more of its members and may delegate all or any part of its
responsibilities and powers to any person or persons selected by
it.  Any such allocation or delegation may be revoked at any
time.




D. Information to be Furnished
to Committee .  The
Company and participating subsidiaries shall furnish the Committee such data and
information as it may require.  The records of the Company and
participating subsidiaries as to an employee’s or participant’s period of
employment, termination of employment and the reason therefor, leave of absence,
reemployment and compensation amounts shall be conclusive on all persons unless
determined to be incorrect.  Participants and other persons entitled
to benefits under the Plan must furnish the Committee such evidence, data or
information as the Committee considers desirable to carry out the
Plan.




E. Committee’s Decision
Final .  To
the extent permitted by law, any interpretation of the Plan and any decision on
any matter within the discretion of the Committee made by the Committee in good
faith is binding on all persons.  A misstatement or other mistake of
fact shall be corrected when it becomes known, and the Committee shall make such
adjustment on account thereof as it considers equitable and
practicable.  Notwithstanding any other provision of the Plan to the
contrary, benefits under the Plan will be paid only if the Committee, in its
discretion, determines that the applicant is entitled to
them.




F.               Liability and
Indemnification of the Committee.  No member of the Committee
shall be liable to any person for any action taken or omitted in connection with
the administration of the Plan unless attributable to his own fraud or willful
misconduct; nor shall the Company or participating subsidiaries be liable to any
person for any such action unless attributable to fraud or willful misconduct on
the part of a director or employee of the Company or participating
subsidiaries.  The Committee and the individual members thereof shall
be indemnified by the Company or participating subsidiary against any and all
liabilities, losses, costs and expenses (including legal fees and expenses) of
whatsoever kind and nature which may be imposed on, incurred by or asserted
against the Committee or its members by reason of the performance of a Committee
function under the terms of this Plan unless such liability, loss, cost or
expense arises due to his own fraud or willful misconduct.  This
indemnification shall not duplicate but may supplement any coverage available
under any applicable insurance.




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III. Plan
Participation.  Any officer or other key employee of an
Employer who is designated by the Committee shall become a participant in the
Plan for any calendar year by entering into a participation agreement with his
Employer.




IV. Benefits May Not Be Assigned
or Alienated.  The interests under this plan of participants
and their beneficiaries are not subject to the claims of their creditors and may
not be voluntarily or involuntarily assigned, alienated or
encumbered.




V. Evidence.  Evidence
required of anyone under this plan may be by certificate, affidavit, document or
other instrument which the person acting in reliance thereon considers pertinent
and reliable, and signed, made or presented by the proper party.




VI. Governing
Law.  This Plan shall be construed and administered according
to the laws of the State of Illinois to the extent that such laws are not
preempted by the laws of the United States of America.




VII. Successors,
Etc.  This Plan shall be binding on the employers and their
successors and on all persons entitled to benefits hereunder and their
respective heirs and legal representatives.




VIII. Amendment.  While
the Company expects to continue the Plan, it must necessarily reserve and
reserves the right to amend the plan from time to time by action of the
Committee, except that, unless otherwise specifically provided in a
participation agreement, no amendment will reduce a participant’s plan interest
to less than an amount equal to the amount he would have been entitled to
receive if he had resigned from the employ of the Employers on the day of the
amendment. Notwithstanding the foregoing, the Committee may amend or terminate
the Plan at any time, to take effect retroactively or otherwise, as deemed
necessary or advisable for purposes of conforming the Plan to any present or
future law, regulations or rulings relating to plans of this or a similar
nature.




IX. Section 409AGrandfathering.  Nothing
contained in this Plan to the contrary shall modify the participation agreements
in effect on October 3, 2004 with respect to any benefits that were earned and
vested within the meaning of Treas. Reg. § 1.409A-6(a) as of December 31, 2004
(“Grandfathered Benefits”).  The terms applicable to the Grandfathered
Benefits have not been materially modified within the meaning of Treas. Reg. §§
1.409A-6(a)(1) and (4) on or after October 3, 2004.




X. Termination.  The
Plan will terminate as to all of the Employers on any day specified by the
Committee.  The plan will terminate as to any Employer on the date it
is terminated by the Board of Directors of that Employer if advance written
notice of the termination is given to the Company.  In the event of a
Plan termination, the Committee shall distribute participants’ benefits (not
including Grandfathered Benefits) in accordance with the requirements of Treas.
Reg. §1.409A-3(j)(4)(ix).  Grandfathered Benefits shall be distributed
in accordance with the terms of the Plan as in effect on October 3, 2004 and the
corresponding participation agreements.




Claims
Procedures.  Any claim for benefits under the Plan shall be
governed by and submitted pursuant to the rules established under the Nicor
Claims Procedures for Nonqualified Plans, as such are in effect from time to
time.  The decision of the Committee shall be conclusive, final and
binding in all respects on both the Company and the
claimant.  Benefits shall be paid only if the Committee determines
that the claimant is entitled to them.




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