Nicor Inc.
                                                            Form S-8
                                                            Exhibit 4.03




                              NICOR GAS THRIFT PLAN
                       (As Amended and Restated Effective
                            as of January 1, 1998)




















                              Mayer, Brown & Platt
                                     Chicago



<PAGE>


                          NORTHERN ILLINOIS GAS COMPANY

                                   Certificate

      I, , of NORTHERN ILLINOIS GAS COMPANY (doing business as Nicor Gas
Company), having in my custody and possession the corporate records and seal of
said corporation, do hereby certify that attached hereto is a true and correct
copy of NICOR GAS THRIFT PLAN, as amended and restated effective as of January
1, 1998.

      WITNESS my hand and the corporate seal of the corporation this day of ,
1999.



                                                   As Aforesaid



                                                      (Seal)




<PAGE>


                                     2



                            NICOR GAS THRIFT PLAN
                            ---------------------
          (As Amended and Restated Effective as of January 1, 1998)

SECTION 1___

                                     General

1.1 History, Purpose and Effective Date. Northern Illinois Gas Company (doing
business as Nicor Gas Company (the "company")) previously established NI-GAS
THRIFT PLAN (the "plan") to promote the mutual interest of the employers (as
defined below) and their eligible employees by providing such employees with an
opportunity to supplement their retirement income through a systematic savings
program and to acquire an equity interest in the company's business, and by
providing the employers and their eligible employees with the tax and other
benefits provided under applicable laws to employee stock ownership plans. The
following provisions constitute an amendment, restatement and continuation of
the plan as in effect immediately prior to January 1, 1998, the "effective date"
of the plan as set forth herein, in the form of "Nicor Gas Thrift Plan". The
company and any affiliate (as defined in subsection 1.11) which, with the
consent of the company, adopts the plan are sometimes referred to below
collectively as the "employers" and individually as an "employer." The plan is
intended to qualify as a profit-sharing plan under section 401(a) of the
Internal Revenue Code of 1986, as amended (the "code") and as a qualified cash
or deferred arrangement under section 401(k) of the code.

1.2 Plan Administration, Trust Agreement. The authority to control and manage
the operation and administration of the plan shall continue to be vested in a
committee as described in Section 13. Except as otherwise specifically provided
in Section 13, the company shall have the rights, duties and obligations of the
plan "administrator" as described in section 3(16)(A) of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA") and of a "plan administrator"
as that term is defined in section 414(g) of the code. The funds contributed by
the employers and participants under the plan will continue to be held and
invested until distributed by a trustee (the "trustee") acting under a trust
which forms a part of the plan. The terms of the trust are set forth in a trust
agreement known as Nicor Gas Savings Investment and Thrift Trust between the
trustee and the company. On and after the effective date, the company may
appoint an additional trustee or trustees to hold and invest any portion of the
trust fund in accordance with the provisions of other trust agreements which,
when executed, will form a part of the plan. Copies of the trust agreement and
the plan are filed at the general office of each employer where they may be
examined by any eligible employee or participant. The provisions of and benefits
under the plan are subject to the terms and provisions of the trust agreement.

1.3   Plan Year.  The term "plan year" means the calendar year.
      ---------

1.4 Applicable Laws. The laws of Illinois shall be the controlling state law in
all matters relating to the plan and shall be applicable to the extent that they
are not preempted by the laws of the United States of America.

1.5 Form of Election. Each election, request or direction permitted to be made
by any participant or other person entitled to benefits under the plan, and any
permitted modification or revocation thereof, shall be filed with the committee
in such form and at such times as the committee may require.

1.6 Gender and Number. Where the context admits, words in any gender shall
include any other gender, words in the plural shall include the singular, and
words in the singular shall include the plural.

1.7 Notices. Notices and documents relating to the plan to be filed with the
committee may be delivered, or mailed by registered mail, postage prepaid, to
the committee, in care of the company, at its principal administrative office.
Any notice required under the plan may be waived by the person entitled to
notice.

1.8 Evidence. Evidence required of anyone under the plan may be by certificate,
affidavit, document or other information which the person acting on it considers
pertinent and reliable, and signed, made or presented by the proper party or
parties.

1.9 Action by Employers. Any action required or permitted to be taken by an
employer under the plan shall be by resolution of its board of directors, or by
a person or persons authorized by its board of directors.

1.10 Accounting Date. For periods prior to April 1, 1998, the term "accounting
date" means the last day of each calendar month and an accounting date occurring
under subsection 14.4. For periods on and after April 1, 1998, the term
"accounting date" means each business day.

1.11 Affiliate. The term "affiliate" means any corporation, trade or business
during any period that it is, along with any employer, a member of a controlled
group of corporations or a controlled group of trades or businesses (as
described in sections 414(b) and (c), respectively, of the code).

1.12 Plan Supplements. The provisions of the plan as applied to an employer or
to any group of employees of any employer may, with the consent of the company,
be modified or supplemented from time to time by the adoption of one or more
supplements. Each supplement shall form a part of the plan as of the
supplement's effective date. In the event of any inconsistency between a
supplement and the plan document, the terms of the supplement shall govern.

1.13 Profit Sharing Plan and ESOP. The plan shall consist of a profit sharing
plan which is intended to qualify under section 401(a) of the code (referred to
herein as the "non-ESOP portion of the plan"), and an employee stock ownership
plan (referred to herein as the "ESOP") which is intended to qualify as a stock
bonus plan under section 401(a) of the code and as an employee stock ownership
plan under section 4975(e)(7) of the code. The ESOP shall consist of the portion
of the plan which, as of that date, is invested in the Nicor Stock Fund
described in Section 6. The assets of the ESOP shall be invested primarily in
shares of the common stock of Nicor Inc. ("Nicor stock") which qualify as
employer securities within the meaning of section 409(l) of the code. Both the
ESOP portion of the plan and the non-ESOP portion of the plan include a
qualified cash or deferred arrangement within the meaning of section 401(k) of
the code and profit sharing component which is not a cash or deferred
arrangement. Both the ESOP portion of the plan and the non-ESOP portion of the
plan are intended to constitute a single plan under Treas. Reg.
1.414(l)-1(b)(1).

SECTION 2___

                                  Participation

2.1 Participants. Each employee of the employers who was a "participant" in the
plan on January 31, 1998 will continue as such on and after February 1, 1998,
subject to the conditions and limitations of the plan. Subject to the conditions
and limitations of the plan, each other employee of the employers will become a
"participant" in the plan on February 1, 1998 or the first day of the first pay
period thereafter on which he meets all of the following requirements:

(a)         he has completed at least four months of service (one year of
            service (as defined in subsection 3.1) for periods prior to February
            1, 1998);

(b)         he has attained age 18 years; provided, however, that the provisions
            of this paragraph (b) will not apply for periods on and after
            February 1, 1998); and

(c)         he is employed as a member of a group of employees to which the plan
            has been and continues to be extended through a currently effective
            collective bargaining agreement between his employer and the
            collective bargaining representative of the group of employees of
            which he is a member.

In addition, each employee of the employers who begins employment with an
employer or an affiliate on or after the effective date, who satisfies the
requirements of paragraph 2.1(c) and who completes at least one year of service
will become a "participant" in the plan with respect to employer profit sharing
contributions (as described in subsection 4.4) on the later of (1) the first day
of the first pay period after he satisfies the foregoing requirements, or (2)
January 1, 1999. Individuals who are participants in the plan with respect to
employer profit sharing contributions are sometimes referred to herein as
"profit sharing participants".

2.2 Continued Participation. An employee who has once met the requirement of
paragraph 2.1(a) shall not again be required to meet that requirement as a
condition of eligibility following a one year break in service (as defined in
subsection 3.2).

2.3 Participation Not Contract of Employment. The plan does not constitute a
contract of employment, and participation in the plan will not give any employee
the right to be retained in the employ of any employer or any right or claim to
any benefit under the terms of the plan unless such right or claim has
specifically accrued under the terms of the plan.

2.4 Restricted Participation. When distribution of part or all of the benefits
to which a participant is entitled under the plan is deferred beyond or cannot
be made until after his termination date (as described in Section 9), or,
subject to the provisions of subsection 10.21, during any period that a
participant continues in the employ of an employer or an affiliate but fails to
meet the requirements of paragraph 2.1(c), or during any period for which
employee tax-deferred contributions (as described in subsection 4.1), employee
after-tax contributions (as described in subsection 4.2) or employer profit
sharing contributions are not made with respect to the participant, the
participant, or in the event of his death, his beneficiary, will be considered
and treated as a participant for all purposes of the plan except as follows:

(a)         no contributions will be credited to his accounts (as described in
            Section 5) for any period that the participant continues in the
            employ of the employers but fails to meet the requirements of
            paragraph 2.1(c) or after his termination date; and

(b)         a participant whose termination date has occurred and whose account
            balances have not yet been distributed may not make a withdrawal in
            accordance with the provisions of Section 11 except as otherwise
            specifically provided in subsection 11.5.

2.5 Leased Employees. If, pursuant to one or more agreements between an employer
or affiliate and one or more leasing organizations (within the meaning of
section 414(n) of the code), a person provides services to the employer or
affiliate, in a capacity other than as an employee, on a substantially full-time
basis for a period of at least one year, and, for periods after January 1, 1997,
such services are performed under the primary direction or control of an
employer or affiliate, such person shall be a "leased employee". Leased
employees shall not be eligible to participate in this plan or in any other plan
maintained by the employer or affiliate which is qualified under section 401(a)
of the code. A leased employee shall be treated as if the services performed by
him in such capacity (including service performed during such initial one-year
period) were performed by him as an employee of an affiliate which has not
adopted the plan; provided, however, that no such service shall be credited:

(a)   for any period during which not more than 20% of the non-highly
            compensated workforce of the employers and the affiliates
            consists of leased employees and the leased employee is a
            participant in a money purchase pension plan maintained by the
            leasing organization which (i) provides for a nonintegrated
            employer contribution of at least 10 percent of compensation,
            (ii) provides for full and immediate vesting, and (iii) covers
            all employees of the leasing organization (beginning with the
            date they become employees), other than those employees excluded
            under section 414(n)(5) of the code; or

(b)         for any other period unless the leased employee provides
            satisfactory evidence to the employer or affiliate that he meets all
            of the conditions of this subsection 2.5 and applicable law required
            for treatment as a leased employee.

For purposes of paragraph (a) above, "highly compensated" shall have the meaning
set forth in subsection 8.15.

2.6 Compliance with Veterans' Laws. Notwithstanding any other provision of this
plan to the contrary, for reemployments occurring on or after December 12, 1994,
contributions, benefits and service credit with respect to qualified military
service will be provided in accordance with section 414(u) of the code.

SECTION 3___

                               Periods of Service

3.1 Year of Service. An employee's or participant's years of service as at any
date equals the year or years and any portion thereof elapsed since his initial
date of hire by an employer or affiliate subject to the following:

(a)         An employee's or participant's number of years of service, and
            portion thereof, for the period prior to the effective date shall be
            equal to his number of years of service, and any portion thereof, if
            any, determined under the provisions of the plan as in effect on
            December 31, 1997.

(b)         If an employee's or participant's employment with the employers and
            affiliates is terminated and he incurs a one year break in service
            he shall not be credited with service for the period between the
            date of his termination and the date, if any, of his reemployment by
            any employer or affiliate.

(c)   For purposes of determining whether a participant has a nonforfeitable
            interest in his employer contribution subaccounts (as defined in
            Section 5) accrued prior to the date he incurs five consecutive
            one year breaks in service (or prior to the date he incurs a one
            year break in service, if it is incurred before January 1, 1985),
            a participant's number of years of service accrued after such
            five consecutive one year breaks in service (or, if the break in
            service was incurred before January 1, 1985, such one year break
            in service) shall be disregarded.

3.2 One Year Break in Service. The term "one year break in service" means, with
respect to any employee or participant, the 12-consecutive-month period
commencing on the date of his termination of employment with the employers and
affiliates if he is not reemployed by an employer or affiliate during that
period. Notwithstanding the preceding sentence, solely for purposes of
determining whether a one year break in service has occurred, an employee or
participant who is absent from service on account of a maternity or paternity
absence (as defined below) that extends beyond the first anniversary of the date
such absence began shall be deemed to have terminated employment with the
employers and affiliates on the later of (i) his termination date, or (ii) the
second anniversary of the date on which such absence began. The term "maternity
or paternity absence" means an employee's or participant's absence from work
that commences on or after January 1, 1985 because of the pregnancy of the
individual, the birth of a child of the individual, the placement of a child
with the individual in connection with the adoption of a child by such
individual, or for purposes of caring for the child by such person immediately
following such birth or placement. The committee may require the individual to
furnish such information as the committee considers necessary to establish that
the individual's absence was for one of the reasons specified above.

SECTION 4___

                               Plan Contributions

4.1 Employee Tax-deferred Contributions. Subject to the following provisions of
this Section 4 and Section 8, each employer, out of its current or accumulated
profits (as determined in accordance with recognized accounting principles and
practices), shall contribute to the trustee, in cash, on behalf of each
participant for whom a tax deferral election is in effect as to any pay period,
an amount, referred to herein as an "employee tax-deferred contribution", which
is equal to the amount by which the compensation (as defined in subsection 4.5)
otherwise payable to the participant during that pay period by the employer has
been reduced pursuant to the terms of a tax deferral election. For purposes of
the plan, the term "tax deferral election" means an election by an employee to
have the amount of the compensation that would otherwise be payable to him for
each pay period during the period in which the election is in effect reduced by
an amount that is not less than 1 percent and not more than 10 percent (or such
other percent as the committee shall decide and, in all cases, in multiples of
one percent). The plan provisions relating to certain limitations on employee
after-tax contributions are set forth in subsection 4.2. Employee tax-deferred
contributions shall be paid to the trustee in accordance with subsection 4.10.

4.2 Employee After-tax Contributions. Subject to the following provisions of
this Section 4 and Section 8, a participant may elect to contribute for any pay
period, in cash, an amount, hereafter referred to as an "employee after-tax
contribution", that is not less than l percent and not more than 7 percent of
his compensation for that pay period (or such other percent as the committee
shall decide and, in all cases, in multiples of one percent). The plan
provisions relating to certain limitations on employee tax-deferred
contributions are set forth in subsection 4.1. A participant's employee
after-tax contributions, if any, shall be made by regular payroll deductions
from his compensation and shall be paid to the trustee in accordance with
subsection 4.10.

4.3 Employer Matched Contributions. Subject to the following provisions of this
Section 4 and Section 8, each employer, out of its current or accumulated
profits (as determined in accordance with recognized accounting principles and
practices), shall contribute to the trustee, in cash, on behalf of each
participant for whom a tax deferral election is in effect for any pay period or
who has elected to make employee after-tax contributions for any pay period, an
amount, referred to herein as an "employer matched contribution", equal to 60
percent of that portion of the sum of:

(a)   the employee tax-deferred contributions made by the employer on behalf
            of the participant for that pay period, if any; plus

(b)   the employee after-tax contributions, if any, made by the participant
            for that pay period;

that does not exceed 6 percent of the participant's compensation for that pay
period from the employer. Employer matched contributions shall be paid to the
trustee in accordance with subsection 4.10. Notwithstanding any other provision
of the plan, employer matched contributions shall first be made with respect to
employee tax-deferred contributions before any employer matched contributions
are made with respect to employee after-tax contributions. Employer matched
contributions shall be paid to the trustee in accordance with subsection 4.10

4.4 Employer Profit Sharing Contributions. Subject to the following provisions
of this Section 4 and Section 8, the company, out of its current or accumulated
profits, shall make an "employer profit sharing contribution" to the plan for
each plan year commencing on or after January 1, 1999 in an amount, if any,
determined by the company in its sole discretion. Each other employer shall make
an employer profit sharing contribution for the same plan year on behalf of each
participant entitled to an allocation in accordance with subsection 7.2, in an
amount equal to the contribution made by the company, expressed as a percentage
of compensation. Employer profit sharing contributions shall be paid to the
trustee in accordance with subsection 4.10 and shall be allocated to the
accounts of profit sharing participants in accordance with subsection 7.2.

4.5 Compensation. For purposes of the plan, a participant's "compensation" for
any period means the regular basic cash remuneration paid to him for such period
by reason of his employment with the employers as a participant, excluding
bonuses, overtime pay, and all other remuneration of any kind including, but not
limited to pre-paid salary increase advances and lump sum raise payments, and
including vacation pay, reductions made in accordance with the provisions of
subsection 4.1, and reductions made pursuant to section 125 of the code,
including under any tax exempt premium plan in which the employee participates;
provided, however, that the compensation of any participant for any plan year
shall be disregarded to the extent that it exceeds $160,000 (adjusted in
accordance with section 401(a)(17) of the code), taking into account any
proration of such amount as may be required under applicable Treasury
regulations on account of a short plan year and, for plan years beginning prior
to January 1, 1997, the family aggregation provisions of section 414(q)(6) of
the code, for which purpose the term "family" shall include only an affected
employee's spouse and lineal descendants who have not attained the age of 19
years before the close of the plan year.

4.6 Election to Vary or Suspend Contributions. A participant may elect to have
his employer change the rate of employee tax-deferred contributions being made
by that employer on his behalf, or elect to change his employee after-tax
contribution rate in accordance with uniform rules established by the committee
(or, for periods prior to April 1, 1998, the first pay day of any month). A
participant may elect to have his employer suspend employee tax-deferred
contributions being made by that employer on his behalf, or may elect to suspend
making his employee after-tax contributions, in accordance with uniform rules
established by the committee (or, for periods prior to April 1, 1998, the first
day of any pay period). Notwithstanding the foregoing provisions of this
subsection 4.6, no change to or suspension of contributions shall be applied
retroactively and all changes to elections (including suspensions of
contributions) shall be effective as soon as administratively feasible after the
date elected by the participant.

4.7 Automatic Suspension of and Limitation on Contributions. The provisions of
the plan requiring the contribution of employee tax-deferred contributions under
a tax deferral election by a participant, permitting a participant to make
employee after-tax contributions or requiring an employer to make an employer
profit sharing contribution on behalf of a profit sharing participant shall be
without effect as to:

(a)   any period during which the participant fails to meet the requirements
            of paragraph 2.1(c); and

(b)         the amount of any employee tax-deferred contributions, employee
            after-tax contributions or employer profit sharing contributions
            otherwise payable to the plan on behalf of a participant which could
            not be credited to that participant's accounts because of the
            provisions of Section 8.

4.8 Limitations on Contributions. In no event will an employer's employee
tax-deferred contributions, employer matched contributions and employer profit
sharing contributions under the plan for any plan year exceed an amount equal to
the lesser of (a) the maximum amount deductible on account thereof by the
employer for that plan year as an expense for federal income tax purposes, after
taking into account amounts contributed in accordance with subsection 10.3, or
(b) the amount that, together with any forfeitures arising under the plan during
the year which are attributable to that employer's contributions, can be
credited for that plan year in accordance with Section 8.

4.9 Reduction for Forfeitures. Forfeitures arising under plan which are
attributable to prior contributions by an employer shall be considered
contributions to the plan by that employer and shall be applied to reduce the
amount of contributions otherwise required by that employer under this Section
4.

4.10 Payment of Contributions. The employee tax-deferred contributions and
employee after-tax contributions with respect to any participant shall be paid
to the trustee by the employers on the earliest date on which such contributions
can reasonably be segregated from the employers' general assets, which date
shall be no later than the 15th business day of the month following the month
(a) in which such amounts are received by the employer (in the case of amounts
paid to an employer by a participant), or (b) such amounts would otherwise have
been payable to the participant (in the case of amounts withheld by an employer
from a participant's wages), or, in either case, such other date permitted by
law. Each employer's employer matched contributions and employer profit sharing
contributions under the plan for any plan year shall be paid to the trustee,
without interest, no later than the time prescribed by law for filing the
employer's federal income tax return, including any extensions thereof.

4.11 Transfers From Savings Investment Plan. If an employee of an employer
ceases to satisfy the eligibility requirements of the Nicor Gas Savings
Investment Plan (the "SIP") because he is no longer employed as a member of a
group of employees to which the SIP has been extended and continues to be
extended and the employee:

(a)   continues to be employed by an employer or an affiliate; and

(b)   coincident with his cessation of eligibility for the SIP, he satisfies
            the provisions of subsection 2.1 of the plan;

then his account balances under the SIP, determined as of the accounting date
coincident with or next following the date described in paragraph (a) next
above, shall be transferred as soon as practicable thereafter to the
corresponding accounts under the plan and, for periods thereafter, he shall
cease to be a participant in the SIP and shall be a participant in this plan,
subject to the terms and conditions of the plan. Amounts transferred to the plan
pursuant to this subsection 4.11 shall not be considered annual additions for
purposes of Section 8.

SECTION 5___

                             Participants' Accounts

      The committee will maintain the following accounts, which accounts shall
be adjusted from time to time as required by subsection 7.1:

(a)         An "employee tax-deferred account" in the name of each participant
            for whom employee tax-deferred contributions or employer matched
            contributions attributable thereto, were made under the plan or for
            whom amounts were transferred to the plan from his employee
            tax-deferred account under the thrift plan, which account will
            consist of the following three subaccounts, to the extent
            applicable:

(i)               a subaccount known as the "employee tax-deferred contribution
                  subaccount", which subaccount shall reflect the amount of the
                  employee tax-deferred contributions made by the employers on
                  his behalf, and amounts transferred from his employee
                  tax-deferred contribution subaccount under the SIP, and the
                  income, losses, appreciation and depreciation attributable
                  thereto; and

(ii)              a subaccount known as the "tax-deferred employer matched
                  contribution subaccount", which subaccount shall reflect the
                  amount of the employer matched contributions made by the
                  employers on his behalf under the plan which are attributable
                  to his employee tax-deferred contributions and amounts
                  transferred from his tax-deferred employer matched
                  contribution subaccount under the SIP, and the income, losses,
                  appreciation and depreciation attributable thereto.

(b)         An "employee after-tax account" in the name of each participant who
            made employee after-tax contributions under the plan or for whom
            employer matched contributions attributable thereto were made under
            the plan or for whom amounts were transferred to the plan from his
            employee after-tax account under the SIP, which account will consist
            of the following two subaccounts, to the extent applicable:

(i)               a subaccount known as the "employee after-tax contribution
                  subaccount", which subaccount will reflect the amount of the
                  employee after-tax contributions made by the participant in
                  accordance with the terms of the plan and amounts transferred
                  from his employee after-tax contribution subaccount under the
                  SIP, and the income, losses, appreciation and depreciation
                  attributable thereto; and

(ii)              a subaccount known as the "employee after-tax employer matched
                  contribution subaccount", which subaccount will reflect the
                  amount of the employer matched contributions made by the
                  employer in accordance with the terms of the plan that are
                  attributable to his employee after-tax contributions and
                  amounts transferred from his employee after-tax employer
                  matched contribution subaccount under the SIP, and the income,
                  losses, appreciation and depreciation attributable thereto.

(c)         For plan years beginning on and after January 1, 1999, a "profit
            sharing account" in the name of each profit sharing participant,
            which account shall reflect his share of employer profit sharing
            contributions, and the income, losses, appreciation and depreciation
            attributable thereto.

Reference to a participant's "accounts" means his employee tax-deferred account,
his employee after-tax account and his employer profit sharing account.
Reference to the "balance" in any account maintained in the name of a
participant means the aggregate of the balances in the investment funds (as
described in subsection 6.1) established for the investment of participants'
accounts. Reference to a participant's "employee contribution subaccounts" means
his employee tax-deferred contribution subaccount and his employee after-tax
contribution subaccount and reference to a participant's "employer contribution
subaccounts" means his tax-deferred employer matched contribution subaccount,
his employee after-tax employer matched contribution subaccount and his profit
sharing account.

SECTION 6___

          The Trust Fund, Investment Funds and Investment Elections

6.1 The Investment Funds. The committee may, from time to time, cause one or
more "investment funds" to be established under the Trust for the investment of
participants' accounts, which investment funds shall include:

(a)         a "Loan Fund" which shall be established and maintained on and after
            April 1, 1998 and which shall consist only of loans to participants
            in accordance with subsection 11.4; and

(b)         a "Nicor Stock Fund" which shall be invested primarily in shares of
            common stock of Nicor Inc.

Unless a participant elects otherwise in accordance with subsection 6.2 or 6.3,
no change shall be made in the investment of a participant's accounts merely
because of a change or addition of investment funds. The committee may, from
time to time, eliminate or add investment funds or may make any changes to
investment funds as it deems appropriate. Pending more permanent investment of
available funds, or to accommodate cash flow needs, the trustee may retain any
reasonable portion of an investment fund in cash, short-term government
obligations or commercial paper.

6.2 Investment Elections. Contributions made with respect to any participant and
amounts transferred to the plan from the SIP on behalf of any participant shall
be invested in accordance with the following provisions of this subsection 6.2:

(a)         Each participant may prospectively specify separately the
            percentages (in multiples of 1 percent (5 percent for periods prior
            to April 1, 1998) or such other amount specified from time to time
            by the committee) of his tax-deferred, employee after-tax
            contributions and employer profit sharing contributions that are to
            be invested in each of the investment funds.

(b)         A participant may prospectively change his investment direction
            effective as of the first day of the first pay period (or, for
            periods prior to April 1, 1998, the first day of the first pay
            period of any calendar month) or such other dates permitted by the
            committee.

(c)         The employer matched contributions that are made with respect to a
            participant and credited to his employee tax-deferred account shall
            be invested in the investment funds in the same direction as are his
            employee tax-deferred contributions.

(d)         The employer matched contributions that are made with respect to a
            participant and credited to his employee after-tax account shall be
            invested in the investment funds in the same proportions as are his
            employee after-tax contributions.

(e)         Amounts transferred to the plan from the SIP shall be invested in
            the same investment funds, in the same proportion, as such amounts
            were invested under the SIP immediately prior to the transfer.

(f)         During any period for which no direction as to the investment of a
            participant's contributions is on file with the committee,
            contributions by him or on his behalf under the plan will be
            invested in an investment fund specified by the committee.

(g)         Any amount held in a suspense account (as described in subsection
            8.7) shall be invested in an investment fund specified by the
            committee.

Elections pursuant to this subsection 6.2 shall be made in accordance with
uniform and nondiscriminatory rules established from time to time by the
committee.

6.3 Transfers Among Investment Funds. A participant (or a beneficiary to whom
benefits are being distributed in accordance with paragraph 10.4(b)) may direct
the percentages (in whole percentages) of his accounts that are to be invested
in each of the investment funds. Any direction pursuant to this subsection 6.3
shall be made in accordance with uniform and nondiscriminatory rules established
from time to time by the committee.

SECTION 7___

                                 Plan Accounting

7.1 Adjustment of Investment Funds. For periods on and after April 1, 1998, the
value of any property held under or distributed from the plan as of any date
shall be the fair market value (as determined by the trustee) of the property on
that date, or as of the most recent prior date on which it was valued by the
trustee. The trustee shall value property held under the plan in accordance with
rules established by it provided that all property under the plan on the last
day of each plan year shall be valued by the trustee as of that date. For
periods prior to April 1, 1998, participants' accounts shall be adjusted as of
each accounting date in accordance with the provisions of the plan as in effect
immediately prior to the effective date.

7.2 Deduction, Crediting and Allocation of Contributions. For periods on and
after April 1, 1998 and subject to the provisions of Section 8:

(a)         Employee tax deferred contributions and employee after-tax
            contributions on behalf of a participant for any period shall be
            credited to that participant's appropriate accounts as of the day on
            which such contributions are made.

(b)   The amount of the employer matched contributions that are made on
            behalf of a participant shall be credited, as of the end of the
            day that the contributions are made, to the participant's
            employee tax-deferred account and employee after-tax account, pro
            rata, according to the rate of employee tax-deferred
            contributions and employee after-tax contributions that are made
            with respect to the participant, respectively; provided, however,
            that, if the sum of a participant's employee tax-deferred
            contribution rate and employee after-tax contribution rate
            exceeds 6 percent of the participant's compensation, then the
            amount of the employer matched contributions made with respect to
            the participant shall be credited to the participant's employee
            tax-deferred account in the same ratio that the participant's
            employee tax-deferred contribution rate (not in excess of 6
            percent) bears to 6 percent, and the amount of any remaining
            employer matched contributions shall be credited to the
            participant's employee after-tax account.

(c)         As of the last day of each plan year beginning on and after January
            1, 1999, the employer profit sharing contributions of each employer
            for that plan year shall be allocated among and credited to the
            profit sharing accounts of profit sharing participants who were
            employed by the employer on the last day of the plan year, pro rata
            based on the compensation paid to them from the employer for that
            plan year.

For purposes of this Section 7, all employer contributions for any plan year
which are made after the close of the plan year will be considered to have been
made on the last day of that plan year regardless of when paid to the trustee.
Contributions made prior to April 1, 1998 shall be allocated and credited to
participants' accounts in accordance with the terms of the plan as in effect
immediately prior to the effective date.

7.3 Statement of Plan Interest. As soon as practicable after the last day of
each plan year, and at such other times as the committee may deem appropriate,
the committee shall provide each participant with a statement reflecting the
balances of his accounts.

SECTION 8___

                Limitation On Amount Credited to Participants

8.1 Reduction of Contribution Rates. To conform the operation of the plan to the
requirements of sections 401(a)(4), 401(k)(3), 401(m)(2), 402(g) and 415(c) of
the code, the committee may unilaterally modify or revoke any tax deferral
election made by any person, may limit the amount of employee contributions that
may be made by any participant pursuant to Section 4 or may reduce (to zero if
necessary) the level of employer matched contributions or employer profit
sharing contributions to be made on behalf of any participant under the plan.

8.2 Compensation for Limitation/Testing Purposes. For purposes of the plan, the
term "section 415 compensation" for any plan year means the participant's
compensation (as described in Treas. Reg. 1.415-2(d)(1)) paid during that year
for personal services actually rendered in the course of employment with any
employer or any section 415 affiliate, excluding deferred compensation and other
amounts that receive special tax treatment (as described in Treas. Reg.
1.415-2(d)(2)) but including any elective contributions made on the
participant's behalf for the year under the plan or any plan maintained by an
employer or affiliate which are excludable from the participant's gross income
by reason of section 125 or 402(e)(3) of the code. Notwithstanding the foregoing
provisions of this subsection 8.2, "section 415 compensation" for any plan year
shall be disregarded to the extent that it exceeds $160,000 (adjusted in
accordance with section 401(a)(17) of the code), taking into account any
proration of such amount as may be required under applicable Treasury
regulations where section 415 compensation is computed with respect to a period
of less than a full year (other than on account of mid-year commencement or
cessation of active participation in the plan) and, for periods prior to January
1, 1997, any proration of such amount which is required in situations where
"family members" (as defined in sections 401(a)(17) and 414(q)(6) of the code)
and their section 415 compensation must be aggregated.

8.3 Limitations on Annual Additions. Notwithstanding any other provision of the
plan other than the provisions of this Section 8, a participant's annual
additions (as defined below) for any plan year shall not exceed an amount equal
to the lesser of:

(a)         $30,000 (or, if greater, 1/4 of the dollar limitation in effect
            under section 415(b)(1)(A) of the code) adjusted for each plan year
            to take into account any applicable cost-of-living adjustment for
            that year provided by the Secretary of the Treasury under section
            415(d) of the code; or

(b)         25 percent of the section 415 compensation paid to the participant
            in that plan year (determined without regard to the limitations of
            section 401(a)(17) of the code).

The limitations set forth under paragraphs (a) and (b) shall be adjusted to the
extent required by subsection 8.4. For purposes of the plan, the term "annual
additions" means, with respect to any participant for any plan year, the sum of
the following amounts, determined without regard to whether any such amounts (or
portions thereof) are subsequently distributed to the participant in accordance
with the provisions of subsection 8.13 or 8.14:

(1)               employer contributions and forfeitures (including employee
                  tax-deferred contributions, which are considered to be
                  employer contributions) credited to the participant's accounts
                  for that plan year under this plan and each related defined
                  contribution plan (as defined below);

(2)               employee contributions (other than rollover contributions)
                  credited to the participant's accounts under this plan and
                  each related defined contribution plan for that plan year; and

(3)   employer contributions allocated to any individual medical account (as
                  described in section 415(l) of the code) that is maintained
                  for the benefit of the participant under a related defined
                  benefit plan (as defined below) and, if the participant is
                  a key employee (as defined in section 416 of the code), any
                  amount allocated to a related medical account (as defined
                  below) maintained for the participant; provided, however,
                  that the amounts described in this paragraph (3) shall be
                  disregarded for purposes of the limitation set forth in
                  paragraph (b) next above.

For purposes of the plan: (i) the term "related medical account" means any
account maintained by any employer or section 415 affiliate under section
419A(d) of the code to fund retiree medical benefits; (ii) the term "section 415
affiliate" means any corporation or trade or business that is, along with any
employer, a member of a controlled group of corporations or controlled group of
trades or businesses (as described in sections 414(b) and (c) of the code, as
modified by section 415(h) thereof); and (iii) the term "related defined
contribution plan" and "related defined benefit plan" mean any other defined
contribution plan and any defined benefit plan (both as defined in section
415(k) of the code), respectively, maintained by any employer or section 415
affiliate.

8.4 Adjustment For Related Defined Contribution Plans. During any plan year in
which a participant is also a participant in any related defined contribution
plan, the maximum annual additions attributable to employer contributions and
forfeitures which could otherwise be credited to his accounts for the year under
this plan in accordance with subsection 8.3 shall be reduced to a proportionate
amount thereof determined by the ratio of the amount of employer contributions
which would otherwise be credited to his accounts under this plan for the year
to the total amount of employer contributions which would otherwise be credited
to his accounts under this plan and all such related defined contribution plans
for the year.

8.5 Combined Plan Limitation. If a participant also participates in any related
defined benefit plan, a defined contribution plan fraction and a defined benefit
plan fraction shall be determined with respect to the participant in a manner
consistent with the provisions of section 415(e) of the code and the regulations
thereunder. To the extent that the sum of such fractions determined with respect
to the participant exceed 1.0, the participant's benefits under the related
defined benefit plan shall be reduced to the extent necessary so that the sum of
such fractions does not exceed 1.0. The provisions of this subsection 8.5 shall
not apply to periods after December 31, 1999.

8.6 Reduction of Contributions. In the event that a participant's annual
additions for any plan year would otherwise exceed the limitations imposed by
subsection 8.3, as modified by subsection 8.4, the amount of contributions that
would otherwise be credited to his accounts for that year shall be reduced, to
the extent necessary to comply with such limitations, in the following order:

(a)         first, employee after-tax contributions that would not otherwise
            result in employer matched contributions being made shall be
            reduced;

(b)         next, employee tax-deferred contributions that would not otherwise
            result in employer matched contributions being made shall be
            reduced;

(c)   next, employee after-tax contributions and the employer matched
      ----
            contributions to the extent attributable to those contributions
            shall be reduced;

(d)   next, employee tax-deferred contributions and the employer matched
      ----
            contributions to the extent attributable to those contributions
            shall be reduced; and

(e)   finally, employer profit sharing contributions shall be reduced.
      -------

The amount of any reduction made pursuant to this subsection 8.6 shall not be
considered an annual addition under the plan.

8.7 Disposition of Excess Annual Additions. If, as a result of a reasonable
error in estimating a participant's section 415 compensation or as a result of
such other circumstances as the Commissioner of Internal Revenue may determine,
a participant's annual additions for a plan year would exceed the limitations
set forth in subsection 8.3, as modified by subsection 8.4:

(a)   The amount of employee after-tax contributions made by a participant
            which may not be credited to the participant's accounts because
            of the foregoing provisions of this Section 8, together with
            earnings thereon, will be returned to the participant as soon as
            practicable.  Employee after-tax contributions for which no
            employer matched contributions were made shall be returned before
            employee after-tax contributions for which employer matched
            contributions were made.

(b)   The amount of employee tax-deferred contributions made on behalf of a
            participant which may not be credited to the participant's
            accounts because of the foregoing provisions of this Section 8,
            together with earnings thereon, will be returned to the
            participant as soon as practicable.  Contributions which are to
            be returned pursuant to this paragraph (b) shall be returned in
            the following order: (i) employee tax-deferred contributions for
            which no employer matched contributions were made, and (ii)
            employee tax-deferred contributions for which employer matched
            contributions were made.

(c)         The amount of any employer matched contributions, employer profit
            sharing contributions and forfeitures attributable to an employer
            (as described in subsection 10.13) that may not be credited to
            participants' accounts for any plan year because of the foregoing
            provisions of this Section 8 will be treated in accordance with
            Treas. Reg. 1.415-6(b)(6)(i).

Amounts returned to a participant or credited to a suspense account in
accordance with this subsection 8.7 shall not be considered an annual addition
for purposes of the plan. If any employee after-tax contributions or employee
tax-deferred contributions are returned to a participant pursuant to this
subsection 8.7, the amount of any employer matched contributions attributable to
such returned contributions shall be forfeited and shall be treated in the same
manner as any other forfeiture under the plan.

8.8 Allocation Among Employers. If the amount of employer contributions
otherwise allocable to a participant in any plan year would exceed the
limitations imposed by the provisions of subsection 8.3, as modified by
subsection 8.4, and the participant is employed by more than one employer during
that year, the amount of each employer's contributions and forfeitures
attributable to the prior contributions of that employer which would otherwise
be allocated and credited to the participant's accounts will be reduced (in
accordance with subsection 8.6) by an amount determined by multiplying such
excess amount by a fraction, the numerator of which is the sum of the employer's
contributions and forfeitures attributable to the prior contributions of that
employer otherwise allocable to the participant for that year, and the
denominator of which is the sum of the contributions of all employers and
forfeitures attributable to the prior contributions of all employers otherwise
allocable to the participant for that year.

8.9 Limitations Under Code Section 402(g). In no event shall the employee
tax-deferred contributions made with respect to a participant for any taxable
year under the plan (together with any elective deferrals, as defined in section
402(g)(3) of the code, made with respect to the participant for that year under
any other plan maintained by an employer or affiliate) exceed $10,000 or such
other amount as may be permitted for that year under section 402(g) of the code.
If, during any taxable year, a participant is also a participant in another cash
or deferred arrangement and his elective deferrals under such other arrangement,
together with his employee tax-deferred contributions, exceed the maximum amount
permitted for that year under section 402(g) of the code, the participant, not
later than March 1 following the close of such taxable year, may request the
committee to distribute all or a portion of such excess to him, with the income
allocable thereto (determined in accordance with Treas. Reg. 1.402(g)-1(d)(5)
using the safe harbor method for determining the allocable income for the period
between the end of the taxable year and the date of distribution), and such
distribution shall be made not later than April 15th following the close of such
taxable year. The committee may demand adequate proof of the existence of such
excess. In addition, if the applicable limitation for a plan year happens to be
exceeded with respect to this plan alone, or this plan and another plan or plans
of the employers and affiliates, the committee shall direct such excess employee
tax-deferred contributions (with allocable gains or losses) to be distributed to
the participant as soon as practicable after the committee is notified of the
excess deferrals by the company, an employer or the participant, or otherwise
discovers the error (but not later than the April 15 following the close of the
participant's taxable year). Notwithstanding the foregoing provisions of this
subsection 8.9, the dollar amount of any distribution due hereunder shall be
reduced by the dollar amount of any employee tax-deferred contributions
previously distributed to the same participant pursuant to subsection 8.11;
provided, however, that for purposes of subsections 8.3 and 8.10, the correction
under this subsection 8.9 shall be deemed to have occurred before the correction
under subsection 8.11. Amounts distributed in accordance with this subsection
8.9 shall not be treated as annual additions for purposes of subsection 8.3.

8.10 Code Section 401(k)(3) Testing. For any plan year beginning after December
31, 1996, the difference between (i) the average of the deferral percentages (as
defined below) of each eligible employee who is highly compensated for the plan
year (referred to hereinafter as the "highly compensated group deferral
percentage"), and (ii) the average of the deferral percentages for the
immediately preceding plan year of each eligible employee who was not highly
compensated for such preceding plan year (referred to hereinafter as the
"non-highly compensated group deferral percentage") shall satisfy one of the
tests set forth in section 401(k)(3)(A)(ii) of the code. The "deferral
percentage" for any eligible employee for a plan year shall be determined by
dividing the amount of the employee tax-deferred contributions made with respect
to the participant for such year by his section 415 compensation for the year,
subject to the following special rules:

(a)   the deferral percentage of an eligible employee who makes no employee
            tax-deferred contributions for the year shall be counted as zero;

(b)   the deferral percentage for any eligible employee who is highly
            compensated and who is eligible to make elective deferrals under
            one or more other plans maintained by an employer or affiliate
            for a plan year of such other plan that ends with or within the
            same calendar year as the plan year (other than a plan or
            arrangement subject to mandatory disaggregation under applicable
            Treasury regulations) shall be determined as if all such elective
            deferrals were made on his behalf under the plan;

(c)         excess employee tax-deferred contributions distributed to a
            participant under subsection 8.9 shall be counted in determining
            such participant's deferral percentage except in the case of a
            distribution to a non-highly compensated participant required to
            comply with section 401(a)(30) of the code; and

(d)         in the event that this plan satisfies the requirements of sections
            401(k), 401(a)(4), or 410(b) of the code only if aggregated with one
            or more other plans having the same plan year, or if one or more
            other plans having the same plan year as this plan satisfy the
            requirements of such sections of the code only if aggregated with
            this plan, then this subsection 8.10 shall be applied as if all such
            plans were a single plan.

Application of this subsection 8.10 shall be consistent with the provisions of
section 401(k)(3) of the code and the regulations thereunder. The provisions of
this subsection 8.10 shall be deemed to be satisfied for any plan year beginning
on or after January 1, 1999 if the requirements of section 401(k)(12) of the
code are satisfied.

8.11 Correction of Section 401(k) Excess. In the event that the highly
compensated group deferral percentage for any plan year beginning after December
31, 1996 does not initially satisfy one of the tests referred to in subsection
8.10, the committee shall direct the trustee to distribute the excess
contributions (as described below), together with the income allocable thereto
(determined in accordance with Treas. Reg. 1.401(k)-1(f)(4)(ii) using the safe
harbor method described therein for determining the allocable income for the
period between the end of the plan year and the date of distribution), to the
appropriate highly compensated participants in accordance with the following
provisions of this subsection 8.11.

(a)         The excess contributions shall be determined on an aggregate basis
            such that, after reduction of contributions to highly compensated
            employees in accordance with this subsection 8.11, the highly
            compensated group deferral percentage for the plan year satisfies
            one of the tests referred to in subsection 8.10.

(b)   The excess contributions to be distributed with respect to any highly
            compensated employee for any plan year shall be determined using
            a leveling method under which the amount of the elective
            deferrals of each highly compensated participant is reduced, in a
            series in the order of the amount of their respective elective
            deferrals beginning with the highest, to the extent necessary to
            cause the amount of the highly compensated participant's elective
            deferrals to equal the amount of the elective deferrals of the
            highly compensated participant with the next highest amount of
            elective deferrals or, if less, to cause the highly compensated
            group deferral percentage to satisfy one of the tests referred to
            in subsection 8.10.

(c)         The amount of excess contributions to be distributed with respect to
            any participant pursuant to this subsection 8.11 for any plan year
            shall be reduced by the amount of any employee tax-deferred
            contributions previously distributed to the participant for such
            plan year pursuant to subsection 8.9.

The committee shall make any distributions required by this subsection 8.11
after the close of the plan year for which the excess contributions were made
and no later than the close of the plan year following the plan year for which
the excess contributions were made. The provisions of this subsection 8.11 shall
not apply to any plan year beginning on or after January 1, 1999 for which the
requirements of section 401(k)(12) of the code are satisfied.

8.12 Code Section 401(m)(2) Testing. For any plan year beginning after December
31, 1996, the difference between (i) the average of the contribution percentages
(as defined below) of each eligible employee who is highly compensated for the
plan year (referred to hereinafter as the "highly compensated group contribution
percentage"), and (ii) the average of the contribution percentages for the
immediately preceding plan year of each eligible employee who was not highly
compensated for such preceding plan year (referred to hereinafter as the
"non-highly compensated group contribution percentage") shall satisfy one of the
tests set forth in section 401(m)(2)(A) of the code. The "contribution
percentage" for any eligible employee for a plan year shall be determined by
dividing the sum of his employee after-tax contributions and the employer
matched contributions made for him for the year by his section 415 compensation
for the year, subject to the following special rules:

(a)         the contribution percentage of each eligible employee with respect
            to whom no employee after-tax contributions and employer matched
            contributions are made for the year shall be counted as zero;

(b)         the contribution percentage for any eligible employee who is highly
            compensated and who is eligible to participate in one or more other
            qualified plans maintained by an employer or affiliate under which
            employee after-tax contributions or matching contributions may be
            made by or for him shall be determined as if all such contributions
            were made by or for him under the plan; and

(c)         in the event that this plan satisfies the requirements of sections
            401(m), 401(a)(4), or 410(b) of the code only if aggregated with one
            or more other plans having the same plan year, or if one or more
            other plans having the same plan year as this plan satisfy the
            requirements of such sections of the code only if aggregated with
            this plan, then this subsection 8.12 shall be applied as if all such
            plans were a single plan.

Notwithstanding the foregoing provisions of this subsection 8.12: (i) the
provisions of this subsection 8.12 shall not apply with respect to eligible
employees who are members of a collective bargaining unit, (ii) in applying this
subsection 8.12 and subsection 8.14 to eligible employees who are not members of
a collective bargaining unit, eligible employees who are members of a collective
bargaining unit shall be disregarded, and (iii) application of this subsection
8.12 shall be consistent with the provisions of section 401(m) of the code and
the regulations thereunder. The provisions of this subsection 8.12 shall be
deemed to be satisfied with respect to employer matched contributions (and such
contributions shall not be taken into account for purposes of applying the
foregoing provisions of this subsection 8.12) for any plan year beginning on or
after January 1, 1999 if the requirements of section 401(m)(11) of the code are
satisfied.

8.13 Correction of Section 401(m) Excess. In the event that the highly
compensated group contribution percentage for any plan year beginning after
December 31, 1996 does not initially satisfy one of the tests referred to in
subsection 8.12, the committee shall distribute the excess aggregate
contributions (as described below), together with the income allocable thereto
(determined in accordance with Treas. Reg. 1.401(m)-1(e)(3)(ii) using the safe
harbor method described therein for determining the allocable income for the
period between the close of the plan year and the date of distribution), to the
appropriate highly compensated participants in accordance with the following
provisions of this subsection 8.13.

(a)         The excess aggregate contributions shall be determined on an
            aggregate basis for the plan such that, after reduction of excess
            aggregate contributions to highly compensated employees in
            accordance with this subsection 8.13, the highly compensated group
            contribution percentage for the plan year satisfies one of the tests
            referred to in subsection 8.12.

(b)   The excess aggregate contributions to be distributed with respect to
            any highly compensated employee for any plan year shall be
            determined using a leveling method under which the amount of the
            employee after-tax and employer matched contributions for each
            highly compensated participant are reduced, in a series in the
            order of the amount of the sum of their respective employee
            after-tax contributions and employer matched contributions,
            beginning with the participant with the highest contributions, to
            the extent necessary to cause the amount of the highly
            compensated participant's employee after-tax contributions and
            employer matched contributions to equal the sum of the employee
            after-tax contributions and employer matched contributions of the
            highly compensated participant with the next highest amount of
            employee after-tax contributions and employer matched
            contributions, or, if less, to cause the highly compensated group
            contribution percentage to satisfy one of the tests referred to
            in subsection 8.12.

(c)         Any distribution required by this subsection 8.13 shall be made
            first from employee after-tax contributions for which no employer
            matched contribution has been made and then, if necessary, from a
            proportionate share of employee after-tax contributions and the
            employer matched contributions attributable thereto.

(d)         Notwithstanding the foregoing provisions of this subsection 8.13,
            any excess aggregate contributions that are attributable to employer
            matched contributions (and the income allocable thereto) which are
            not vested in accordance with Section 9 on the last day of the plan
            year for which such contributions were made shall be forfeited and
            treated in the same manner as any other forfeiture under the plan.

The committee shall make any distribution (or forfeiture) required by this
subsection 8.13 after the close of the plan year for which the excess aggregate
contributions were made and no later than the close of the plan year following
the plan year for which such excess aggregate contributions were made. The
provisions of this subsection 8.13 shall be deemed to be satisfied with respect
to employer matched contributions (and such contributions shall not be taken
into account for purposes of applying the foregoing provisions of this
subsection 8.13) for any plan year beginning on or after January 1, 1999 if the
requirements of section 401(m)(11) of the code are satisfied.

8.14 Multiple Use of Alternative Limitation. Notwithstanding any other provision
of this Section 8, if the 1.25 factor in sections 401(k)(3)(A)(ii) and
401(m)(2)(A) of the code are both exceeded for a plan year, the sum of the
highly compensated group deferral percentage and the highly compensated group
contribution percentage may not exceed the aggregate limit (as defined in Treas.
Reg. 1.401(m)-2(b)(3). If the aggregate limit is exceeded, the leveling method
of correction prescribed in subsection 8.13 shall be continued until the
limitation set forth in this subsection 8.14 is satisfied.

8.15  Highly Compensated Employee.  An employee shall be "highly compensated"
      ---------------------------
for any plan year beginning after December 31, 1996 if:

(a)         he was at any time during the plan year or the preceding plan year a
            5-percent owner (as defined in section 416 of the code) of an
            employer or an affiliate; or

(b)         during the preceding plan year, he received section 415 compensation
            in excess of $80,000 (indexed for cost-of-living adjustments under
            section 415(d) of the code, as provided in section 414(q) of the
            code).

A former employee of the company or any affiliate who was a highly compensated
employee when he separated from service with all affiliates or at any time after
attaining age 55 shall be treated as a highly compensated employee to the extent
required under section 414(q) of the code.

8.16 Separate Testing of ESOP and NON-ESOP Portion of the Plan. Notwithstanding
the foregoing provisions of this Section 8, contributions to the ESOP and
contributions to the non-ESOP portion of the plan, respectively, for any plan
year, shall be tested separately, including, but not limited to, for purposes of
subsections 8.10 (relating to section 401(k)(3) testing), 8.12 (relating to
section 401(m)(2) testing) and subsection 8.14 (relating to multiple use of the
alternative limitation), and, to the extent applicable, any excess contributions
shall be corrected separately, subject to the following:

(a)         A participant contribution or an employer contribution to the plan
            for any plan year shall be considered to be a contribution to the
            ESOP for that year if, pursuant to subsection 6.2, it is initially
            invested in the Nicor Stock Fund, even if such contribution is
            subsequently transferred to another investment fund during or after
            that plan year pursuant to subsection 6.3.

(b)         A participant contribution or an employer contribution to the plan
            for any plan year shall be considered to be a contribution to the
            non-ESOP portion of the plan for that year if, pursuant to
            subsection 6.2, it is initially invested in an investment fund other
            than the Nicor Stock Fund, even if it is subsequently transferred to
            the Nicor Stock Fund during or after that plan year pursuant to
            subsection 6.3.

(c)         Amounts which, subsequent to their initial contribution and
            investment, are transferred among the investment funds pursuant to
            an election described in subsection 6.3 shall not be treated as a
            contribution to the ESOP or the non-ESOP portion of the plan for
            purposes of this Section 8.

(d)   To the extent applicable, separate deferral percentages and separate
            contribution percentages shall be determined for each eligible
            employee with respect to each of the ESOP and the non-ESOP
            portion of the plan.  For this purpose, an employee who is
            eligible to contribute to the plan at any time during a plan year
            shall be considered to be an eligible employee with respect to
            both the ESOP and the non-ESOP portion of the plan for that plan
            year.

(e)         An employee who is eligible to receive an allocation of an employer
            profit sharing contribution for a plan year shall be considered to
            be an eligible employee with respect to both the ESOP and the
            non-ESOP portion of the plan for that plan year.

(f)   In the event that the highly compensated group deferral percentage, or,
            to the extent applicable, the highly compensated group
            contribution percentage or the alternative limitation, each
            determined separately with respect to the ESOP and the non-ESOP
            portion of the plan (and, to the extent applicable, determined
            separately with respect to the eligible employees who are members
            of a bargaining unit and the eligible employees who are not
            members of a collective bargaining unit), exceed the limitations
            of subsection 8.10, 8.12, or 8.14, respectively, distributions
            required to correct any such excess with respect to the ESOP
            shall be made first from the applicable accounts of the
            participant that, at the time of the corrective distribution, are
            invested in the Nicor Stock Fund, and then, to the extent
            necessary to satisfy any required correction, shall be made, pro
            rata, from the applicable accounts of the participant other than
            those invested in the Nicor Stock Fund.  To the extent that any
            such excess contributions occur with respect to the non-ESOP
            portion of the plan, distributions required to correct such
            excess shall be made first from the applicable accounts (other
            than those invested in the Nicor Stock Fund) in which the
            participant's accounts are invested at the time of the corrective
            distribution, pro rata, and then, if necessary to satisfy any
            such required correction, from the applicable accounts of the
            participant that are invested in the Nicor Stock Fund.

(g)         In the event that a correction is required under subsections 8.7
            (relating to excess annual additions) or 8.9 (correction of excess
            deferrals), any such corrective distribution shall be made, pro
            rata, from the investment funds in which the applicable account is
            invested at the time of such corrective distribution.

(h)         For purposes of determining whether the requirements of subsections
            401(k)(12) or 401(m)(11) of the code are satisfied for any plan year
            beginning on or after January 1, 1999, employer matched
            contributions made with respect to the ESOP portion of the plan and
            the non-ESOP portion of the plan shall be aggregated and treated as
            provided under the same plan.

SECTION 9___

                                Termination Dates

      A participant's "termination date" will be the date on which his
employment with the employers and the affiliates is terminated because of the
first to occur of the following events:

(a)         Retirement. The participant terminates employment with the employers
            and the affiliates on or after the date on which he attains age 55
            and completes at least 10 years of service.

(b)   Death.  The participant's death.
      -----

(c)         Vested Resignation or Dismissal. The participant resigns or is
            dismissed from the employ of the employers and the affiliates before
            retirement in accordance with paragraph (a) next above but after
            completing at least 5 years of service.

(d)         Non-Vested Resignation or Dismissal. The participant resigns or is
            dismissed from the employ of the employers and the affiliates before
            retirement in accordance with paragraph (a) next above and prior to
            completing at least 5 years of service.

Notwithstanding the foregoing provisions of this Section 9, a participant shall
at all times have a nonforfeitable interest in his employee contribution
subaccounts, regardless of the number of his years of service.

SECTION 10__

                                  Distributions

10.1 Fully Vested Benefits. Subject to the provisions of subsection 10.8, if a
participant's termination date occurs under paragraph 9(a), 9(b) or 9(c), the
balances in his accounts as at his distribution date (as defined below),
determined after all adjustments then required under the plan have been made
(including adjustments for any outstanding loan balances), will be distributed,
in one of the methods described in subsection 10.4, to or for the benefit of the
participant, or in the event of his death, to or for the benefit of his
beneficiary determined in accordance with the provisions of subsection 10.11.
For purposes of this subsection and the following provisions of the plan, the
term "distribution date" means the date as of which distribution of a
participant's benefits commences in accordance with the provisions of subsection
10.8; provided, however, that for periods prior to April 1, 1998, the
distribution date must be an accounting date.

10.2 Benefits on Non-Vested Resignation or Dismissal. Subject to the following
provisions of this Section 10, if a participant's termination date occurs under
paragraph 9(d), his account balances shall be treated as follows:

(a)   The balances in his employee contribution subaccounts as at his
            distribution date (after all adjustments then required under the
            plan have been made, including adjustments for any loan
            balances), will be distributed, in the method described in
            subsection 10.4, to him or for his benefit or, in the event of
            his death after termination of employment, to or for the benefit
            of his beneficiary, as soon as practicable after his distribution
            date.

(b)         The balance in his employer contribution subaccounts shall be
            forfeited in accordance with the following:

(i)   if the participant receives a distribution (or deemed distribution as
                  described below) of his vested account balances coincident
                  with or after his termination date and prior to the date on
                  which he incurs five consecutive one year breaks in
                  service, then, as of the accounting date coincident with or
                  next following the date on which the vested portion of his
                  accounts are distributed to him, his entire balance in his
                  employer contribution subaccounts (as adjusted through such
                  accounting date in accordance with the provisions of
                  subsection 7.1) will be forfeited; and

(ii)              if the participant has not received a distribution (or deemed
                  distribution as described below) of his vested account
                  balances as of the date on which he incurs five consecutive
                  one year breaks in service, the balance in his employer
                  contribution subaccounts (as adjusted in accordance with the
                  terms of the plan through the date on which he incurs five
                  consecutive one year breaks in service) will be forfeited as
                  of the date the on which he incurs such five consecutive one
                  year breaks in service.

For purposes of this paragraph (b), if the value of the vested portion of the
participant's accounts is zero, the participant shall be deemed to have received
a distribution of the vested portion.

10.3 Restoration of Forfeitures. If a participant who terminated on a
termination date described in paragraph 9(d) and with respect to whom a
forfeiture occurred pursuant to paragraph 10.2(b) due to the distribution of the
vested portion of the participant's accounts, including any deemed distribution,
and the participant returns to the employ of an employer or affiliate prior to
incurring five consecutive one year breaks in service, the amount that was
forfeited in accordance with paragraph 10.2(b) (determined without adjustment
for earnings and losses after the forfeiture occurred but including earnings and
losses allocated to his accounts prior to the date of the forfeiture and that
were included in the amount forfeited under paragraph 10.2(b)) will be
contributed by the employers to the extent that those employers were previously
credited with the forfeitures (regardless of whether such contributions would be
deductible by the employer, or would be out of current or accumulated profits),
will be credited to the participant's employer contribution subaccount as of the
last day of the plan year in which he was reemployed, and will not be considered
an annual addition. The contributions required of an employer for any year under
the provisions of the preceding sentence shall be reduced by the amount of any
forfeitures which, under subsection 10.13, are considered to be employer
contributions required under this subsection 10.3. An employer's contribution to
be made for any plan year under this subsection 10.3 will be due on the last day
of that year and, if not paid by the end of that year, shall be payable to the
trustee not later than the time prescribed by law for filing that employer's
federal income tax return for that plan year (including any extensions thereof),
without interest.

10.4 Manner of Payment. Subject to the provisions of this Section 10, a
participant's accounts shall be distributed to or for the benefit of the
participant, or in the event of his death, to or for the benefit of his
beneficiary, by payment in a lump sum; provided, however that a participant
whose termination date occurs under paragraph 9(a) and the beneficiary of a
participant whose termination date occurs under paragraph 9(a) or 9(b) may elect
distribution of the participant's account by one of the following methods:

(a)   By payment in a lump sum.  OR

(b)   By payment in a series of substantially equal annual, semi-annual,
            quarterly or  monthly installments over a period not exceeding
            the payee's life expectancy. OR

(c)   By purchase from the insurer and distribution to the payee of an
            annuity, subject to the following:

(i)               Methods of payment shall be limited to (1) a single life
                  annuity (as defined in subsection 10.5); (2) a joint and
                  survivor annuity (as defined in subsection 10.5); (3) a single
                  life annuity with a refund feature; and (4) a single life
                  annuity with a fifteen year period certain feature.

(ii)              An annuity benefit may be of the fixed or variable type under
                  which annuity payments will commence as of the participant's
                  distribution date. The premium paid to the insurer for an
                  annuity will be charged to the participant's accounts when
                  paid. The committee shall cause the annuity to be delivered to
                  the person or persons entitled to payments under it in a
                  nontransferable and noncommutable form.

(iii)             Payments under the annuity shall satisfy the requirements of
                  section 401(a)(9) of the code and the regulations thereunder,
                  including the incidental death benefit requirement.

If a participant dies after distribution of his accounts have commenced in the
form described in paragraph (b) next above, the remaining portion of the
participant's account balances shall be distributed to or for the benefit of his
beneficiary in accordance with the distribution method in effect on the date of
the participant's death; provided, however, that the beneficiary may elect to
accelerate payment of such benefits.

10.5 Payment in and Waiver of Joint and Survivor Annuity Form and Single Life
Annuity Form. If a participant elects to have his account balances paid in
accordance with paragraph 10.4(c), his account balances shall be applied to
purchase a contract from an insurance company providing for payment in the form
of a joint and survivor annuity (as defined below) if the participant is legally
married under the laws of any jurisdiction on his distribution date, and in the
form of a single life annuity (as described below) if the participant is
unmarried on his distribution date, subject to the following provisions of this
subsection 10.5. During an "election period" commencing no less than 30 days
after the participant receives the election information described in subsection
10.7 and no more than 90 days before the participant's distribution date, a
participant may waive payment in the joint and survivor annuity form (or single
life annuity form in the case of an unmarried participant) and elect payment in
one of the other forms permitted by subsection 10.4. If a participant is legally
married on his distribution date, then the waiver described in the preceding
sentence will be effective only with spousal consent (as described in subsection
10.17). A participant may, at any time during his election period, revoke any
prior waiver of the joint and survivor annuity form or single life annuity form,
in which case his account balances shall be paid in the form of a joint and
survivor annuity or a single life annuity, as applicable, in accordance with the
foregoing provisions of this subsection 10.5. The term "joint and survivor
annuity" means an annuity for the life of the participant with a survivor
annuity for the life of his surviving spouse which is equal to 50 percent of the
amount of the annuity payable during the joint lives of the participant and his
spouse and which is the actuarial equivalent of a single life annuity for the
life of the participant. The term "single life annuity" means an annuity payable
for the payee's lifetime only.

10.6 Payment in Form of Pre-Retirement Surviving Spouse Annuity. If a
participant dies after electing to have his account balances distributed in
accordance with paragraph 10.4(c) but prior to his distribution date, and if
such participant is legally married under the laws of any jurisdiction on the
date of his death, the entire balance in his accounts shall be applied to
purchase a contract from an insurance company providing for payment in the form
of a pre-retirement surviving spouse annuity (as described below), which
contract shall be distributed to the participant's surviving spouse. The term
"pre-retirement surviving spouse annuity" means an annuity payable to the
surviving spouse for life. Distribution of the contract providing for the
pre-retirement surviving spouse annuity shall be made, and payment under such
contract shall commence, as of the accounting date which is coincident with, or
next following the later of the participant's termination date or the 65th
anniversary date of the participant's birth; provided, however, that the
surviving spouse may elect to receive the pre-retirement surviving spouse
annuity contract, and to commence receipt of payments under such contract,
within a reasonable time following the participant's death. A participant's
surviving spouse who is eligible for a pre-retirement surviving spouse annuity
in accordance with the foregoing provisions of this subsection 10.6 may waive
payment in that form and elect payment in any form permitted by subsection 10.4
by filing an election with the committee after the participant's death.

10.7 Election Information. As soon as practicable after a participant elects to
have his account balances paid to him in accordance with paragraph 10.4(c) (but
in no event less than 30 days nor more than 90 days before the participant's
distribution date), the committee will provide the participant with election
information consisting of:

(a)         a written description of the joint and survivor annuity or single
            life annuity, as the case may be, and the relative financial effect
            of payment of his account balances in the respective form;

(b)   a notification of the right to waive payment in that form and the
            spouse's right, if applicable, with respect to that waiver;

(c)   a notification of the participant's right to rescind a prior revocation
            of distribution in the form of a joint and survivor annuity and
            the effect thereof; and

(d)         a general description of the eligibility conditions and other
            material features of the optional forms of distribution under the
            plan and information explaining the relative values of such optional
            forms of distribution.

The committee may make such election information available to a participant by:

(1)   personal delivery to him;

(2)   first-class mail, postage prepaid, addressed to the participant at his
                  last known address as shown on the employer's records; or

(3)   permanent posting on a bulletin board located at the participant's work
                  site.

A participant may request, by notice filed with the committee during his
election period, an explanation, written in nontechnical language, of the terms,
conditions and financial effect (in terms of dollars per monthly benefit
payment) of payment in the joint and survivor annuity form or single life
annuity form. If not previously provided to the participant, the committee shall
provide him with such explanation within 30 days of his request by one of the
methods described in paragraphs (1) or (2) next above, and the participant's
election period will be extended, if necessary, to include the 90th day next
following the date on which he receives such explanation.

10.8 Commencement of Benefits. Benefits payable to or on account of any
participant shall commence as of any date (but not retroactively) elected by the
participant (which date, for periods prior to April 1, 1998, must be an
accounting date), which is coincident with or next following the later of the
date on which the participant attains age 65 years or his termination date,
subject to the following:

(a)         Except as otherwise provided by the following provisions of this
            subsection 10.8, distribution of a participant's account balances
            shall commence no later than the sixtieth day after the last day of
            the plan year during which the participant attains age 65 years or,
            if later, during which his termination date occurs.

(b)   Subject to the following provisions of this subsection 10.8 and
            effective for distributions commencing on and after April 1,
            1998,  a participant may elect to have distribution of his
            account balances commence in the form of a lump sum or an annuity
            as of any date that is coincident with or following his
            termination date and  prior to his age 70-1/2; provided, however,
            that a person who was a participant in the plan on April 1, 1998
            and whose termination date occurs under paragraph 9(a) may elect
            to have his account balances commence in any form of payment
            permitted under the terms of the plan; and provided further that,
            if a participant does not make an election in accordance with
            this paragraph (b) within 90 days of his termination date, he
            shall be deemed to have elected to defer distribution of his
            account balances until the earlier of (i) the date that he
            subsequently elects to commence distribution, or (ii) the date on
            which he attains age 70-1/2.

(c)   If a participant dies before distribution of his account balances has
            commenced (as determined in accordance with the provisions of
            Treas. Reg. 1.401(a)(9)-1, B-5), the participant's account
            balances will be distributed as soon as practicable following the
            participant's death, subject to the following:

(i)   if the participant has no designated beneficiary (within the meaning of
                  Treas. Reg. 1.401(a)(9)-1, provided that, for purposes of
                  this paragraph (c), a trust shall not be considered a
                  designated beneficiary), and if the participant's
                  beneficiary determined in accordance with paragraph
                  10.11(d) is not his surviving spouse, the participant's
                  entire account balances will be distributed no later than
                  the December 31 of the calendar year in which occurs the
                  fifth anniversary of the participant's death;

(ii)              except as otherwise specifically provided in subparagraph
                  (iii) next below, distribution shall commence on or before
                  December 31 of the year immediately following the calendar
                  year of the participant's death; and

(iii)             if the deceased participant's beneficiary is the participant's
                  surviving spouse, the surviving spouse may elect to defer
                  distribution of the participant's account balances but not
                  beyond the later of the December 31 of the year immediately
                  following the calendar year in which the participant's death
                  occurs or the December 31 of the year in which the participant
                  would have attained age 70-1/2 and, if the surviving spouse
                  dies before distribution commences, the participant's account
                  balances will be distributed in accordance with the provisions
                  of this paragraph (c) (other than the provisions of this
                  subparagraph (c)(iii)) as though the surviving spouse were a
                  participant; provided, however, that this subparagraph
                  (c)(iii) shall not apply with respect to the surviving spouse
                  of a participant whose termination date occurs under paragraph
                  9(c) or 9(d).

(d)         If the participant's death occurs after distribution of his benefits
            has commenced (as determined in accordance with the provisions of
            Treas. Reg. 1.401(a)(9)-1, B-5), the remaining portion of his
            benefits shall be distributed to or for the benefit of his
            beneficiary in accordance with the distribution method in effect on
            the date of the participant's death; provided, however, that the
            beneficiary may elect to accelerate payment of such benefits.

(e)         Notwithstanding any other provision of this Section 10, if the value
            of a participant's nonforfeitable account balances, determined as of
            the accounting date that is coincident with or next following his
            termination date, does not exceed $5,000, the committee shall
            distribute such account balances to the participant or the
            participant's beneficiary, as the case may be, by payment in a lump
            sum as of such accounting date.

(f)   Notwithstanding any other provision herein to the contrary,
            distribution of a participant's account balances shall commence
            no later than April 1 of the calendar year following the calendar
            year in which the participant attains age 70-1/2 without regard
            to whether the participant's termination date has then occurred;
            provided, however, that if a participant, other than a 5% owner,
            attained age 70-1/2 prior to January 1, 1988, distribution may be
            deferred until no later than April 1 of the calendar year
            following the calendar year in which his termination date occurs.

10.9 Compliance With Section 401(a)(9) of the Code. The provisions of
subsections 10.4 and 10.8 are intended to reflect the requirements of section
401(a)(9) of the code, including the incidental death benefit requirements, and
such subsections shall be interpreted and administered in accordance with the
requirements of section 401(a)(9) of the code and the regulations thereunder,
which requirements shall supersede any other provision of the plan which would
otherwise be inconsistent with section 401(a)(9) of the code.

10.10 ______Assets to be Distributed. Except as otherwise provided in this
Section 10, amounts distributed to or on account of any participant from any
account maintained in the participant's name shall be made in cash. Prior to his
termination date or, if later, his distribution date, the participant or, in the
event of his death, his beneficiary, may elect to receive, in lieu of cash,
distribution from any account maintained in the participant's name under the
Nicor Stock Fund in the form of whole shares of Nicor stock, plus cash equal to
the fair market value of any fractional share of Nicor stock. If the trustee is
required to liquidate any account maintained in a participant's name under the
Nicor Stock Fund for any reason:

(a)   liquidation shall be made at the Nicor stock's fair market value
            determined as of the participant's distribution date; and

(b)         the amount of the cash proceeds of the liquidation shall be reduced
            by any commissions, brokerage fees and similar expenses incurred by
            the trustee as a result of the liquidation.

10.11 ______Designation of Beneficiary. A participant's beneficiary or
beneficiaries under the plan shall be determined in accordance with the
following provisions of this subsection 10.11:

(a)         Subject to the foregoing provisions of this Section 10, each
            participant from time to time may designate any legal or natural
            person or persons (who may be designated contingently or
            successively) to whom his benefits are to be paid if he dies before
            he receives all of his benefits.

(b)         Notwithstanding the foregoing provisions of this subsection 10.11,
            if a participant is legally married under the laws of any
            jurisdiction on the date of his death, any designation of a
            beneficiary other than his spouse shall be effective only if spousal
            consent was obtained in accordance with subsection 10.17.

(c)         A beneficiary designation form will be effective only when the
            signed form is filed with the committee while the participant is
            alive and will cancel all beneficiary designation forms signed
            earlier.

(d)         Except as otherwise specifically provided in this Section 10, if a
            deceased participant failed to designate a beneficiary as provided
            above, or if the beneficiary designated by a deceased participant
            dies before him, his benefits shall be paid to:

(i)   the participant's surviving spouse; or

(ii)              if the participant has no surviving spouse, the committee
                  shall direct the trustee to pay the participant's benefits to
                  the legal representative or representatives of the estate of
                  the last to die of the participant or the participant's
                  beneficiary.
            Notwithstanding the foregoing provisions of this paragraph (d), if
            the beneficiary of a participant survives the participant but dies
            prior complete payment of the participant's benefits, the remainder
            of the benefits will be paid to the beneficiary designated by the
            beneficiary in accordance with the procedures set forth in this
            subsection 10.11 or, if no such beneficiary is named, to the estate
            of the beneficiary. Benefits payable to the beneficiary of a
            beneficiary shall be paid in a lump sum.

(e)         Notwithstanding the foregoing provisions of this subsection 10.11,
            in any case in which the provisions of subsection 10.6 apply with
            respect to a deceased participant's account balances, any
            beneficiary designation form filed with the committee with respect
            to such participant shall be without effect.

(f)         The term "beneficiary" as used in the plan means the person or
            persons to whom a deceased participant's benefits are payable under
            this subsection 10.11.

10.12 ______Interests Not Transferable. The interests of participants and their
beneficiaries under the plan and trust agreement are not subject to the claims
of their creditors and may not be voluntarily or involuntarily assigned,
alienated or encumbered, except in the case of qualified domestic relations
orders entered after December 31, 1984 which relate to the provision of child
support, alimony payments or marital rights of a spouse, child or other
dependent and which meet such other requirements as may be imposed by section
414(p) of the code or regulations issued thereunder. Effective as of April 1,
1995 and notwithstanding any other provision of the plan to the contrary, such
domestic relations order may permit distribution of the entire portion of the
vested account balance of a participant awarded to his alternate payee, in a
lump sum payment as soon as practicable after the committee determines that such
order is qualified, without regard to whether the participant would himself be
entitled under the terms of the plan to withdraw or receive a distribution of
such vested amount at that time.

10.13 ______Application of Forfeitures. The balance in any employer contribution
subaccount that is forfeited by a participant in accordance with subsection 10.2
shall be adjusted in accordance with the provisions of subsection 7.1 as of the
date that the forfeiture occurs. Forfeited amounts attributable to the prior
contributions of any employer shall be considered to be contributions to the
plan by that employer, and shall be applied to reduce the amount of the
contributions otherwise required of that employer under Section 4 and subsection
10.3 until exhausted. The portion of any forfeited amount arising under the plan
during any period which is attributable to the prior contributions of any
employer shall be that proportion of such amount which the contributions made by
that employer and credited to the employer contribution subaccounts of the
participant with respect to whom the forfeiture occurs bear to the total
contributions of all employers which were credited to such account.
Notwithstanding any other provision of the plan, in no event shall any
forfeiture arising under the plan revert to any employer for any reason.

10.14 ______Distributions to Persons Under Disability. Notwithstanding the
foregoing provisions of this Section 10, in the event a participant or
beneficiary is declared incompetent and the committee receives evidence
satisfactory to it that a conservator or other person legally charged with the
care of his person or of his estate has been appointed, the amount of any
benefit to which such participant or beneficiary is then entitled from the trust
fund shall be paid to such conservator or other person legally charged with the
care of his person or estate.

10.15 ______Absence of Guaranty. None of the trustee, the committee or the
employers in any way guarantee the trust fund from loss or depreciation. The
employers do not guarantee any payment to any person. The liability of the
trustee to make any payment is limited to the available assets of the trust
fund.

10.16 ______Missing Participants or Beneficiaries. Each participant and each
designated beneficiary must file with the committee from time to time in writing
his post office address and each change of post office address. Any
communication, statement or notice addressed to a participant or designated
beneficiary at his last post office address filed with the committee, or if no
address is filed with the committee then, in the case of a participant, at his
last post office address as shown on the employers' records, will be binding on
the participant and his designated beneficiary for all purposes of the plan.
None of the employers, the committee or the trustee will be required to search
for or locate a participant or designated beneficiary.

10.17 ______Spousal Consent. Any election by a participant under the plan which,
by its terms, requires spousal consent, shall be effective only if (i) the
participant's spouse consents in writing to such election; (ii) the consent
acknowledges the effect of the election and is witnessed by a notary public (or,
if permitted by the committee, a plan representative appointed or approved by
the committee); (iii) in the case of a spousal consent to a beneficiary
designation election, such election designates a specific beneficiary which may
not be changed without spousal consent; and (iv) in the case of a participant's
waiver of a joint and survivor annuity, if the participant's distribution date
is prior to his 65th birthday, the spouse consents to the time of payment and
the spouse consents to the optional form of payment elected by the participant;
provided, however, that unless otherwise provided by a qualified domestic
relations order within the meaning of section 414(p) of the code, no such
consent shall be required if:

(a)         the participant and his spouse are legally separated or the
            participant has been abandoned (within the meaning of local law) and
            the participant has a court order to such effect; or

(b)         it is established to the satisfaction of a plan representative
            appointed or approved by the committee that the consent of the
            participant's spouse cannot be obtained because there is no spouse,
            because the spouse cannot be located or because of such other
            circumstances as the Secretary of the Treasury may prescribe in
            regulations.

10.18 ______Distribution and Withdrawal Elections. Distributions and withdrawals
(other than distributions and withdrawals to which the consent requirements of
section 411(a)(11) or 417 of the code do not apply) shall be subject to the
following:

(a)         not less than 30 days nor more than 90 days before the date as of
            which such distribution is made, the participant shall be informed
            of his right to defer distribution in accordance with the provisions
            of the applicable subsection and, if applicable, shall be provided
            with a written explanation of the optional forms of benefit
            available to him under the plan;

(b)         no election to commence distribution prior to the participant's 65th
            birthday shall be effective unless it is made in writing, after the
            participant has received the notice described in paragraph (a) next
            above, and not more than 90 days before the date as of which the
            distribution is made; and

(c)   spousal consent shall be obtained to the extent required by the
            provisions of subsection 10.5.

Notwithstanding the foregoing, distributions or withdrawals may commence less
than 30 days after the participant is informed of his right to defer
distribution or withdrawal in accordance with the applicable section or
subsection if:

(1)               the participant is clearly informed that he has a right to a
                  period of at least 30 days after being so informed to consider
                  the decision of whether or not to elect a distribution or
                  withdrawal (and, if applicable, a particular form of
                  distribution); and

(2)               the participant, after being informed of his rights in
                  accordance with subparagraph (1) next above, affirmatively
                  elects a distribution or withdrawal.

10.19 ______Direct Rollover to an Eligible Retirement Plan. Notwithstanding any
provision of the plan to the contrary that would otherwise limit a distributee's
election under this subsection 10.19, a distributee may elect, at the time and
in the manner prescribed by the committee, to have any portion of an eligible
rollover distribution paid directly to an eligible retirement plan specified by
the distributee in a direct rollover. For purposes of this subsection 10.19, the
following definitions shall apply:

(a)   an "eligible rollover distribution" means any distribution of all or
            any portion of the balance to the credit of the distributee (less
            any outstanding loan balances), except that an eligible rollover
            distribution does not include:  any distribution that is one of a
            series of substantially equal periodic payments (not less
            frequently than annually) made for the life (or life expectancy)
            of the distributee and the distributee's designated beneficiary,
            or for a specified period of ten years of more; any distribution
            to the extent such distribution is required under section
            401(a)(9) of the code; the portion of any distribution that is
            not includable in gross income (determined without regard to the
            exclusion for net unrealized appreciation with respect to
            employer securities); or a distribution described in subsection
            A-5 of Supplement A (relating to payment of cash dividends on
            Nicor stock held in the Nicor Stock Fund).

(b)   An "eligible retirement plan" means an individual retirement account
            described in section 408(a) of the code, an individual retirement
            annuity described in section 408(b) of the code, an annuity plan
            described in section 403(a) of the code or a qualified trust
            described in section 401(a) of the code, that accepts the
            distributee's eligible rollover distribution; provided, however,
            in the case of an eligible rollover distribution to the surviving
            spouse, an eligible retirement plan is an individual retirement
            account or individual retirement annuity.

(c)         A "distributee" means an employee or former employee and the
            employee's or former employee's surviving spouse and the employee's
            or former employee's spouse or former spouse who is the alternate
            payee under a qualified domestic relations order as defined in
            section 414(p) of the code.

(d)         A "direct rollover to an eligible retirement plan" means a payment
            by the plan to the eligible retirement plan specified by the
            distributee.

10.20 ______Distribution Only Upon Separation From Service. Notwithstanding any
other provision of the plan to the contrary, a participant may not commence
distribution of his employee tax-deferred contribution account pursuant to this
Section 10, even though he has otherwise had a termination date under Section 9,
unless or until he also has a "separation from service" within the meaning of
section 401(k)(2)(B) of the code. The foregoing restriction shall not apply,
however, if the participant's termination date occurs in connection with the
sale by an employer to an unrelated corporation of at least 85 percent of the
assets of a trade or business, or the sale of its interest in a subsidiary to an
unrelated entity, provided (a) the participant remains employed in such trade or
business or by such subsidiary after the sale, (b) the employer continues to
maintain the plan after the sale, (c) no transfer of the participant's accounts
occurs or is scheduled to occur after the sale pursuant to subsection 14.3 to a
plan of such subsidiary or of the purchaser of such assets (or any entity
affiliated therewith), and (d) the participant receives distribution of his
account balances (less any outstanding loan balances) under the plan in a lump
sum by the end of the second calendar year after the year in which the sale
occurs.

10.21 ______Transfers to Savings Investment Plan. If an employee of an
            ------------------------------------
employer:

(a)   ceases to satisfy the requirements of paragraph 2.1(c);

(b)   continues to be employed by an employer or an affiliate; and

(c)   coincident with his failure to satisfy the requirements of paragraph
            2.1(c), he becomes eligible to participate in the SIP;

then his account balances under the plan (less any outstanding loan balances),
determined as of the date described in paragraph (a) next above, shall be
transferred to the corresponding accounts under the SIP and, for periods
thereafter, he shall cease to be a participant in the plan and shall be a
participant in the SIP, subject to the terms and conditions of the SIP.

SECTION 11__

                              Withdrawals and Loans

11.1 Pre-Termination Withdrawals From Employee After-tax Account. Subject to the
provisions of subsections 11.5 and 11.6, as of any date (which, for periods
prior to April 1, 1998, must be accounting date) but not more frequently than
twice during any calendar year, a participant who is employed by an employer or
an affiliate may withdraw from his employee after-tax account an amount that is
not less than $200 and not greater than the amount credited to his employee
after-tax account (less any outstanding loan balance); provided, however, that a
participant who has attained age 59-1/2 as of the effective date of the
withdrawal may withdraw an amount that does not exceed the vested balance of his
employee after-tax account.

11.2 Pre-Termination Withdrawals From Employee Tax-deferred Account. Subject to
the provisions of subsections 11.5, 11.6 and 11.7, as of any date (which, for
periods prior to April 1, 1998, must be an accounting date) a participant who is
employed by an employer or affiliate may, by showing of hardship (as described
in subsection 11.3), withdraw from his employee tax-deferred account an amount
that is not less than $1,000 and not more than the least of:

(a)   an amount equal to:

(i)   the amount credited to the participant's employee tax-deferred
                  contribution subaccount, reduced by

(ii)              the sum of the amount previously withdrawn from the
                  participant's employee tax-deferred subaccount after December
                  31, 1988 (including any outstanding loan balance), plus any
                  earnings credited to the participant's employee tax-deferred
                  subaccount for periods after December 31, 1988.

(b)   the amount credited to the participant's employee tax-deferred
            contribution subaccount; or

(c)   the amount necessary to satisfy such hardship in accordance with
            subsection 11.3.

Subject to the provisions of subsection 11.7, as of any date (which, for periods
prior to April 1, 1998, must be an accounting date), a participant who is
employed by an employer or an affiliate and who has attained age 59-1/2 as of
the effective date of the withdrawal may withdraw an amount that does not exceed
the vested balance (less any outstanding loan balance) of his employee
tax-deferred contribution subaccount.

11.3  Hardship.  A withdrawal shall be made on account of "hardship" if the
      --------
requirements of paragraphs (a) and (b) next below are met:

(a)         The withdrawal is requested because of the participant's immediate
            and heavy financial need on account of:

(i)               uninsured, deductible medical expenses incurred by the
                  participant, the participant's spouse or any dependent of the
                  participant (as defined in section 152 of the code);

(ii)  the purchase (excluding mortgage payments) of a principal residence of
                  the participant;

(iii)             payment of tuition for up to the next 12 months of
                  post-secondary education for the participant, or his spouse or
                  children (including step- children); or

(iv)              the need to prevent (1) the eviction of the participant from
                  his principal residence or (2) foreclosure on the mortgage of
                  the participant's principal residence.

(b)   The withdrawal is necessary to satisfy the immediate and heavy
            financial need of the participant.  A withdrawal will be
            considered necessary under this paragraph (b) if the amount of
            the withdrawal does not exceed the amount required to relieve the
            financial need, including any federal, state or local income
            taxes or penalties reasonably anticipated to be incurred by the
            participant on account of the withdrawal, and if the participant
            signs a statement indicating that he has no other reasonable
            means of satisfying the immediate and heavy financial need.

11.4 Loans. A participant who is an employee of an employer or an affiliate or
who is otherwise required to be given the opportunity to borrow under applicable
regulations may, by following such procedures as the committee may from time to
time establish, request a loan to be made to him from his accounts, subject to
the following:

(a)         No loan shall be made to a participant if, immediately after such
            loan, the sum of the outstanding balances (including principal and
            interest) of all loans made to him under this plan and under any
            other qualified retirement plans made by related companies would
            exceed $50,000, reduced by the excess, if any, of:

(i)               the highest outstanding balance of all loans to the
                  participant from the plans during the one-year period ending
                  on the day immediately before the date on which the loan is
                  made; over

(ii)  the outstanding balance of loans from the plans to the participant on
                  the date on which such loan is made;

            and no loan shall be made to a participant if the aggregate amount
            of that loan and the outstanding balance of any other loans to the
            participant would exceed one-half of the total vested balance of the
            participant's account balances under the plan as of the date the
            loan is made.

(b)   Each loan to a participant shall be charged against the participant's
            accounts in the following order: (i) rollover subaccount, (ii)
            employee tax-deferred contribution subaccount (non-ESOP), (iii)
            employee tax-deferred contribution subaccount (ESOP), (iv)
            tax-deferred employer matched contribution subaccount (non-ESOP),
            (v) employee after-tax employer matched subaccount (non-ESOP),
            (vi) tax-deferred employer matched contribution subaccount
            (ESOP), (vii) employee after-tax employer matched contribution
            subaccount (ESOP), (viii) employee after-tax contribution
            subaccount (non-ESOP), and (ix) employee after-tax contribution
            subaccount (ESOP).  Each loan shall be charged against each
            investment fund in which his accounts are invested in the same
            ratio as the value of his interest in such fund with respect to
            the applicable account bears to the total of all his interest in
            that account.

(c)   Each loan shall be evidenced by a written note providing for:

(i)               a reasonable repayment period, in whole months, of not less
                  than six months nor more than 60 months from the date of the
                  loan (including loans used to acquire a dwelling unit to be
                  used as a principal residence);

(ii)  a reasonable rate of interest;

(iii) substantially equal payments of principal and interest over the term of
                  the loan;

(iv)  such other terms and conditions as the committee shall determine.

(d)   Only two loans may be outstanding any time.

(e)   Loans to participants shall be invested in the Loan Fund.

(f)   Payments of principal and interest to the trustee with respect to any
            loan to a participant:

(i)   shall reduce the outstanding balance with respect to that loan;

(ii)  shall reduce the balance of the Loan Fund reflecting the loan;

(iii)             shall be credited to the participant's accounts in the
                  following order: (A) employee after-tax contribution
                  subaccount (non-ESOP), (B) employee after-tax contribution
                  subaccount (ESOP), (C) employee after-tax employer matched
                  contribution subaccount (non-ESOP), (D) tax-deferred employer
                  matched contribution subaccount (non-ESOP), (E) employee
                  after-tax employer matched contribution subaccount (ESOP), (F)
                  tax-deferred employer matched contribution subaccount (ESOP),
                  (G) employee tax-deferred contribution subaccount (non-ESOP),
                  (H) employee tax-deferred contribution subaccount (ESOP), and
                  (I) rollover subaccount; and

(iv)              shall be invested in the investment funds (other than the Loan
                  Fund) in accordance with his current investment directions.

(g)         A participant's obligation to repay a loan (or loans) from the plan
            shall be secured by the participant's vested interest in the plan.

(h)         The committee may, from time to time, establish loan origination
            fees and loan administrative fees which may be charged to the
            participant's accounts under the plan, pro rata.

(i)         Loan repayments may only be made by payroll deductions; provided,
            however, that if a participant is on an approved leave of absence,
            loan repayments, may be made from certified checks. No partial loan
            repayments may be made but a loan may be repaid in full at any time.

(j)   Any loan to a participant shall become immediately due and payable upon
            the earlier of (i) 90 days after the end of the month following
            the month in which the participant's employment with the
            employers and affiliates terminates, unless such participant's
            accounts are scheduled to be transferred to another qualified
            plan, including transfers under subsection 10.19 of the plan,
            (ii) the end of the sixth pay period after a payment is due and
            remains unpaid.  Notwithstanding any other provision of the plan
            to the contrary, if the outstanding balance of principal and
            interest on any loan is not paid at the expiration of its term or
            upon acceleration in accordance with the preceding sentence, a
            default shall occur and the trustee shall apply all or a portion
            of the participant's vested interest in the plan in satisfaction
            of such outstanding obligation, but only to the extent such
            vested interest (or portion thereof) is then distributable under
            applicable provisions of the code and under the terms of the
            plan.  If necessary to satisfy the entire outstanding obligation,
            such application of the participant's vested interest may be
            executed in a series of actions as amounts credited to the
            participant's account become distributable.

(k)         If distribution is to be made to a beneficiary in accordance with
            subsection 10.6, any outstanding loan shall be canceled and the
            unpaid balance of the loan, together with any accrued interest
            thereon, shall be treated as a distribution to or on behalf of the
            participant immediately prior to commencement of distribution to the
            beneficiary.

(l)         The committee shall establish uniform procedures for applying for a
            loan, evaluating loan applications, and setting reasonable rates of
            interest, which shall be communicated to participants in writing.

11.5 Partial Withdrawals. Subject to the provisions of subsections 11.6 and
11.7, as of any date (which, for periods prior to April 1, 1998, must be an
accounting date), a participant whose termination date has occurred under
paragraph 9(a) or 9(b) and whose account balances have not been completely
distributed pursuant to Section 10, and the beneficiary of any such participant
who is deceased, may elect to withdraw an amount that is not less than $200 and
not greater than the amount credited to the participant's accounts as of the
next preceding accounting date, subject to the following:

(a)         neither a participant whose termination date occurs under paragraph
            9(c) or (d), nor the beneficiary of such a participant, may elect a
            withdrawal under this subsection 11.5; and

(b)         not more than twelve withdrawals may be made with respect to any
            participant under this subsection 11.5 during any 12 month period
            and any withdrawal under subsections 11.1 or 11.2 shall be deemed to
            be a partial withdrawal under this subsection 11.5 for purposes of
            the limitation in this paragraph (b).

11.6 Order of Pre-Termination Withdrawals From Accounts. A participant may not
withdraw any amount from his employee tax-deferred account in accordance with
the provisions of subsection 11.2 as of any date unless he has withdrawn all
amounts which could then be withdrawn by him in accordance with subsection 11.1.

11.7  Order of Post-Termination Withdrawals From Accounts.  Withdrawals in
      ---------------------------------------------------
accordance with the provisions of subsection 11.5 shall be made in the
following order:

(a)   first, from the participant's employee after-tax contribution
      -----
            subaccount until exhausted;

(b)   next, from the participant's employee after-tax employer matched
      ----
            contribution subaccount until exhausted;

(c)   next, from the participant's employee tax-deferred contribution
      ----
            subaccount until exhausted;

(d)   next, from the participant's tax-deferred employer matched contribution
      ----
            subaccount until exhausted; and

(e)   finally, from the participant's profit sharing account until exhausted.
      -------

Notwithstanding the foregoing provisions of this subsection 11.7, withdrawals in
accordance with the provisions of subsection 11.5 by a participant or
beneficiary who is receiving benefits in the form described in subsection
10.4(b) shall be made, pro rata, from the participant's accounts.

11.8 Order of Withdrawal From Investment Funds. A withdrawal from a
participant's accounts in accordance with this Section 11 shall be made, in
cash, pro rata from the investment funds in which his accounts are invested. The
amount of any withdrawal from the Nicor Stock Fund shall be determined on the
basis of the fair market value of the shares of Nicor stock on his distribution
date.

11.9  No Make-up of Withdrawals.  A participant may not make-up or repay any
      -------------------------
amount withdrawn in accordance with the provisions of this Section 11.

SECTION 12__

                                   Nicor Stock

12.1 Purchase of Nicor Stock. The trustee may purchase shares of Nicor stock in
the open market, through a dividend reinvestment plan or by private purchase;
provided, however, that no private purchase of shares of Nicor stock shall be
made at a price that is greater per share than the last preceding sale price for
shares of Nicor stock as reported on the New York Stock Exchange Composite List.

12.2 Voting Nicor Stock. Voting rights with respect to shares of Nicor stock
held in the Nicor Stock Fund shall be exercised in accordance with the
provisions of Supplement A.

SECTION 13__

                                  The Committee

13.1 Membership. The committee referred to in subsection 1.2 shall consist of
one or more persons appointed by the Board of Directors of the company. The
members of the committee shall be the "named fiduciaries" (as described in
section 402 of ERISA) under the plan. Except as otherwise specifically provided
in this Section 13, 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. A written statement by a
majority of the committee members or by an authorized committee member shall be
conclusive in favor of any person (including the trustee) acting in reliance
thereon.

13.2 Rights, Powers and Duties. The committee shall have such authority as may
be necessary to discharge its responsibilities under the plan, including the
following powers, rights and duties:

(a)   To select a chairman who shall be a member of the committee.

(b)   To select a secretary who may, but need not, be a member of the
            committee.

(c)         To conclusively interpret and construe the provisions of the plan
            and to remedy ambiguities, inconsistencies and omissions of whatever
            kind or nature.

(d)         To 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.

(e)         To 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.

(f)         To maintain and keep adequate records concerning the plan and
            concerning its proceedings and acts in such form and detail as the
            committee may decide.

(g)   To direct all benefit payments under the plan.

(h)         To furnish the employers with such information with respect to the
            plan as may be required by them for tax or other purposes.

(i)         By unanimous action of the members then acting, to employ agents and
            counsel (who also may be employed by the employers or the trustee)
            and to delegate to them, in writing, such powers as the committee
            considers desirable.

(j)         To act as the "plan administrator" (as defined in section 414(g) of
            the code) for purposes of establishing and implementing procedures
            to determine the qualified status of domestic relations orders (in
            accordance with the requirements of section 414(p) of the code) and
            to administer distributions under such qualified orders.

13.3 Information to be Furnished to Committee. Each employer shall furnish the
committee such data and information as the committee may require. As a condition
of receipt of benefits under the plan, the person making claim therefor must
furnish to the committee such documents, evidence, data or other information as
the committee considers desirable to determine eligibility for such benefits.

13.4 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.

13.5 Remuneration and Expenses. No remuneration shall be paid to any committee
member as such. However, the expenses of the committee members (including fees
of persons employed by them in accordance with paragraph 13.2(i)) incurred in
the performance of a committee function or the administration of the trust fund
shall be paid from the trust fund in accordance with the provisions of the trust
agreement to the extent not paid by the employers.

13.6 Indemnification of the Committee. The committee and the individual members
thereof shall be indemnified by the company 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 the members by reason of the performance of a committee function if
the committee or such members did not act dishonestly or in willful violation of
the law or regulation under which such liability, loss, cost or expense arises.

13.7 Exercise of Committee's Duties. Notwithstanding any other provisions of the
plan, the committee shall discharge its duties hereunder solely in the interests
of the plan participants and other persons entitled to benefits under the plan,
and:

(a)   for the exclusive purpose of providing benefits to plan participants
            and other persons entitled to benefits thereunder; and

(b)         with the care, skill, prudence and diligence under the circumstances
            then prevailing that a prudent man acting in a like capacity and
            familiar with such matters would use in the conduct of an enterprise
            of a like character and with like aims.

13.8 Resignation or Removal of Committee Member. A committee member may resign
at any time by thirty days advance written notice to the company, the trustee
and the other committee members. The Board of Directors of the company may
remove a committee member by giving advance written notice to him, the trustee
and the other committee members.

13.9 Appointment of Successor Committee Members. The Board of Directors of the
company may fill any vacancy in the membership of the committee and shall give
prompt written notice thereof to the other committee members, the other
employers and the trustee. While there is a vacancy in the membership of the
committee, the remaining committee members shall have the same powers as the
full committee until the vacancy is filled.

13.10 ______Interested Committee Member. A member of the committee may not
decide or determine any matter or question concerning his own benefits under the
plan unless such decision could be made by him under the plan if he were not a
member of the committee.

SECTION 14__

                            Amendment and Termination

14.1 Amendment. While the employers expect and intend to continue the plan, the
company must reserve and reserves the right, subject to the provisions of the
trust, to amend the plan at any time, except that no amendment shall reduce a
participant's benefits to less than the amount he would be entitled to receive
if he had resigned from the employ of all of the employers and the affiliates on
the date of the amendment.

14.2 Termination. The plan, as applied to all employers, will terminate on the
date it is terminated by the company, provided that written notice is provided
to the trustee, the committee, and the other employers. The plan, as applied to
any employer, will terminate on the first to occur of the following:

(a)         the date it is terminated by that employer if thirty days advance
            written notice of the termination is given to the trustee, the
            committee and the other employers;

(b)   the date that employer completely discontinues its contributions under
            the plan;

(c)   the date that employer is judicially declared bankrupt or insolvent; or

(d)   the dissolution, merger, consolidation or reorganization of that
            employer, or the sale by that employer of all or substantially
            all of its assets, except that, subject to the provisions of
            subsection 14.3, with the consent of the company, in any such
            event arrangements may be made whereby the plan will be continued
            by any successor to that employer or any purchaser of all or
            substantially all of that employer's assets, in which case the
            successor or purchaser will be substituted for that employer
            under the plan.

14.3 Merger and Consolidation of Plan, Transfer of Plan Assets. In the case of
any merger or consolidation with, or transfer of assets and liabilities to, any
other plan, provisions shall be made so that each affected participant in the
plan on the date thereof (if the plan, as applied to his employer, then
terminated) would receive a benefit immediately after the merger, consolidation
or transfer which is equal to or greater than the benefit he would have been
entitled to receive immediately prior to the merger, consolidation or transfer
if the plan, as applied to his employer, had then terminated.

14.4 Vesting and Distribution on Termination and Partial Termination. On
termination of the plan in accordance with subsection 14.2 or on partial
termination of the plan, as applied to any employer, by operation of law, the
date of termination or partial termination, as the case may be, will be an
accounting date and, after all adjustments then required have been made, each
affected participant's benefits will be nonforfeitable. If, on termination of
the plan as applied to any employer, a participant remains an employee of the
employers, or an affiliate, the amount of his benefits shall be retained in the
trust until after his termination of employment with all of the employers and
affiliates and shall be paid to him in accordance with the provisions of Section
10. The benefits payable to a participant whose employment with all of the
employers and affiliates is terminated coincident with the termination of the
plan as applied to his then employer (and the benefits payable to an affected
participant on partial termination of the plan) shall be paid to him in
accordance with the provisions of Section 10. All appropriate accounting
provisions of the plan will continue to apply until the benefits of all affected
participants have been distributed to them.

14.5  Notice of Amendment, Termination or Partial Termination.  Affected
      -------------------------------------------------------
persons will be notified of an amendment, termination or partial termination
of the plan as required by law.



<PAGE>


                                       A-1

                                  SUPPLEMENT A
                                       TO
                               NI-GAS THRIFT PLAN
                                (ESOP Provisions)

Effective         Date A-1. The effective date of this Supplement A to the Nicor
                  Gas Thrift Plan and the ESOP to which it relates is July 1,
                  1997.

Purpose           A-2. The purpose of this Supplement A is to set forth the
                  provisions of the plan applicable to the ESOP and not set
                  forth elsewhere in the plan.

Definitions       A-3. Unless the context clearly implies or indicates the
                  contrary, a word, term or phrase used or defined in the plan
                  is similarly used or defined for purposes of this Supplement
                  A.

Allocation of
Nicor             Stock A-4. As of each accounting date coincident with or
                  following the effective date of the ESOP, shares of Nicor
                  stock held in the ESOP shall be allocated as set forth in
                  subsection 7.1 to the accounts of participants who have
                  elected to invest all or a portion of their accounts in the
                  Nicor Stock Fund pursuant to an election described in
                  subsection 6.2.

Distribution of
Cash Dividends    A-5.  An amount equal to the cash dividends paid on or
--------------
                  after the effective date of the ESOP on shares of Nicor
                  stock held by the trustee in the Nicor Stock Fund shall be
                  distributed, in cash, as soon as practicable after the
                  accounting date ending the accounting period in which the
                  dividends are paid to the trustee (but in no event more
                  than 90 days after the close of the plan year in which the
                  dividends are paid to the trustee) to participants (or, in
                  the event of the participant's death, the participant's
                  beneficiary) in accordance with the provisions of
                  subsection 7.1.  Distributions under this subsection A-5
                  shall not require the consent of the participant or any
                  other person, shall not be subject to the restrictions on
                  pre-termination withdrawals described in Section ll, and
                  shall not be considered an eligible rollover distribution
                  for purposes of subsection 10.19.

Distributions and
Withdrawals       A-6.  Distributions or withdrawals in accordance with
-----------
                  Section 10 or 11 to or on behalf of any participant or
                  beneficiary from the Nicor Stock Fund shall be made in
                  cash, except that the participant (or, in the event of his
                  death, his beneficiary) may elect to receive, in lieu of
                  cash, the distribution or withdrawal from his account
                  invested in such investment fund in the form of whole
                  shares of Nicor stock and cash equal to the fair market
                  value of any fractional share of Nicor stock.  The amount
                  of cash and the number of whole shares of Nicor stock so
                  distributed or withdrawn shall be determined in accordance
                  with the applicable provisions of subsections 7.1 and 10.10
                  of the plan, treating the accounting date as of which such
                  distribution or withdrawal is made as the distribution date
                  for this purpose.

Diversification   A-7. Consistent with the diversification requirements of
                  section 401(a)(28) of the code, a participant may elect to
                  diversify all or a portion of his account which is invested in
                  the Nicor Stock Fund by filing an investment election pursuant
                  to subsection 6.3 of the plan.

Put Options       A-8.  If Nicor stock held under the ESOP portion of the
-----------
                  plan is not readily tradeable on an established securities
                  market (within the meaning of section 409(h)(1)(B) of the
                  code), any participant or beneficiary who is entitled to a
                  distribution of such shares from the plan shall have a
                  right to require the company to repurchase such shares in
                  accordance with section 409(h)(1)(B) of the code.  Nicor
                  stock held under the ESOP shall not be subject to a put,
                  call, or other option, or a buy-sell or similar arrangement
                  either while held by the plan or when distributed to or on
                  account of a participant, whether or not the plan is then
                  an employee stock ownership plan.

ESOP Loan         A-9.  If the plan is amended to cause it to enter into an
---------
                  ESOP Loan, as defined at Treas. Reg. 54.4975-7, any
                  assets acquired by the plan with the proceeds of an ESOP
                  Loan shall be added to and maintained in a suspense account
                  in accordance with Treas. Reg. 54.4975-7(b)(8) and (15)
                  and 54.4975-11.

Appraiser         A-10. If at any time the Nicor stock held by the plan is not
                  readily tradeable on an established securities market, all
                  valuations of such stock with respect to activities carried on
                  by the plan will be made by an independent appraiser meeting
                  the requirements of section 401(a)(28) of the code.

Voting of
Nicor             Stock A-11. To the extent consistent with the trustee's
                  fiduciary obligationsunder ERISA, the Nicor stock held in the
                  Nicor Stock Fund shall be voted by the trustee as follows:

(a)   Within a reasonable time before each annual or special meeting of
                        shareholders of Nicor, the company shall cause to be
                        provided to each participant whose accounts are
                        invested in the Nicor Stock Fund, a copy of the proxy
                        soliciting material for the meeting, together with a
                        form requesting instructions to the trustee as to how
                        to vote the number of whole shares of Nicor stock
                        credited to such participant's accounts.  The voting
                        instructions received by the trustee shall be held by
                        it in confidence.

(b)                     Upon timely receipt of such instructions, the trustee
                        shall vote the shares of Nicor stock for which it does
                        not receive voting instructions, and all other shares
                        held by the trustee in the Nicor Stock Fund, in the same
                        proportion as it votes shares with respect to which it
                        has received voting instructions.



<PAGE>


                                Table of Contents
                                   (continued)
                                                                            Page


                                       -iii-

                                Table of Contents

                                                                            Page


                                        -i-


SECTION 1      General.......................................................1
      1.1   History, Purpose and Effective Date..............................1
      1.2   Plan Administration, Trust Agreement.............................1
      1.3   Plan Year........................................................1
      1.4   Applicable Laws..................................................1
      1.5   Form of Election.................................................2
      1.6   Gender and Number................................................2
      1.7   Notices..........................................................2
      1.8   Evidence.........................................................2
      1.9   Action by Employers..............................................2
      1.10  Accounting Date..................................................2
      1.11  Affiliate........................................................2
      1.12  Plan Supplements.................................................2
      1.13  Profit Sharing Plan and ESOP.....................................2

SECTION 2      Participation.................................................3
      2.1   Participants.....................................................3
      2.2   Continued Participation..........................................3
      2.3   Participation Not Contract of Employment.........................3
      2.4   Restricted Participation.........................................4
      2.5   Leased Employees.................................................4
      2.6   Compliance with Veterans' Laws...................................5

SECTION 3      Periods of Service............................................5
      3.1   Year of Service..................................................5
      3.2   One Year Break in Service........................................5

SECTION 4      Plan Contributions............................................6
      4.1   Employee Tax-deferred Contributions..............................6
      4.2   Employee After-tax Contributions.................................6
      4.3   Employer Matched Contributions...................................6
      4.4   Employer Profit Sharing Contributions............................7
      4.5   Compensation.....................................................7
      4.6   Election to Vary or Suspend Contributions........................8
      4.7   Automatic Suspension of and Limitation on Contributions..........8
      4.8   Limitations on Contributions.....................................8
      4.9   Reduction for Forfeitures........................................8
      4.10  Payment of Contributions.........................................8
      4.11  Transfers From Savings Investment Plan...........................9

SECTION 5      Participants' Accounts........................................9

SECTION 6      The Trust Fund, Investment Funds and Investment Elections....11
      6.1   The Investment Funds............................................11
      6.2   Investment Elections............................................11
      6.3   Transfers Among Investment Funds................................12

SECTION 7      Plan Accounting..............................................12
      7.1   Adjustment of Investment Funds..................................12
      7.2   Deduction, Crediting and Allocation of Contributions............13
      7.3   Statement of Plan Interest......................................13

SECTION 8      Limitation On Amount Credited to Participants................14
      8.1   Reduction of Contribution Rates.................................14
      8.2   Compensation for Limitation/Testing Purposes....................14
      8.3   Limitations on Annual Additions.................................14
      8.4   Adjustment For Related Defined Contribution Plans...............15
      8.5   Combined Plan Limitation........................................16
      8.6   Reduction of Contributions......................................16
      8.7   Disposition of Excess Annual Additions..........................16
      8.8   Allocation Among Employers......................................17
      8.9   Limitations Under Code Section 402(g)...........................17
      8.10  Code Section 401(k)(3) Testing..................................18
      8.11  Correction of Section 401(k) Excess.............................19
      8.12  Code Section 401(m)(2) Testing..................................20
      8.13  Correction of Section 401(m) Excess.............................21
      8.14  Multiple Use of Alternative Limitation..........................22
      8.15  Highly Compensated Employee.....................................22
      8.16  Separate Testing of ESOP and NON-ESOP Portion of the Plan.......22

SECTION 9      Termination Dates............................................24

SECTION 10     Distributions................................................25
      10.1  Fully Vested Benefits...........................................25
      10.2  Benefits on Non-Vested Resignation or Dismissal.................25
      10.3  Restoration of Forfeitures......................................26
      10.4  Manner of Payment...............................................26
      10.5  Payment in and Waiver of Joint and Survivor Annuity Form
            and Single Life Annuity Form....................................27
      10.6  Payment in Form of Pre-Retirement Surviving Spouse Annuity......28
      10.7  Election Information............................................28
      10.8  Commencement of Benefits........................................29
      10.9  Compliance With Section 401(a)(9) of the Code...................31
      10.10 Assets to be Distributed........................................31
      10.11 Designation of Beneficiary......................................31
      10.12 Interests Not Transferable......................................32
      10.13 Application of Forfeitures......................................33
      10.14 Distributions to Persons Under Disability.......................33
      10.15 Absence of Guaranty.............................................33
      10.16 Missing Participants or Beneficiaries...........................33
      10.17 Spousal Consent.................................................33
      10.18 Distribution and Withdrawal Elections...........................34
      10.19 Direct Rollover to an Eligible Retirement Plan..................35
      10.20 Distribution Only Upon Separation From Service..................36
      10.21 Transfers to Savings Investment Plan............................36

SECTION 11     Withdrawals and Loans........................................36
      11.1  Pre-Termination Withdrawals From Employee After-tax Account.....36
      11.2  Pre-Termination Withdrawals From Employee Tax-deferred
            Account.........................................................37
      11.3  Hardship........................................................37
      11.4  Loans...........................................................38
      11.5  Partial Withdrawals.............................................41
      11.6  Order of Pre-Termination Withdrawals From Accounts..............41
      11.7  Order of Post-Termination Withdrawals From Accounts.............41
      11.8  Order of Withdrawal From Investment Funds.......................42
      11.9  No Make-up of Withdrawals.......................................42

SECTION 12     Nicor Stock..................................................42
      12.1  Purchase of Nicor Stock.........................................42
      12.2  Voting Nicor Stock..............................................42

SECTION 13     The Committee................................................42
      13.1  Membership......................................................42
      13.2  Rights, Powers and Duties.......................................42
      13.3  Information to be Furnished to Committee........................43
      13.4  Committee's Decision Final......................................44
      13.5  Remuneration and Expenses.......................................44
      13.6  Indemnification of the Committee................................44
      13.7  Exercise of Committee's Duties..................................44
      13.8  Resignation or Removal of Committee Member......................44
      13.9  Appointment of Successor Committee Members......................44
      13.10 Interested Committee Member.....................................45

SECTION 14     Amendment and Termination....................................45
      14.1  Amendment.......................................................45
      14.2  Termination.....................................................45
      14.3  Merger and Consolidation of Plan, Transfer of Plan Assets.......45
      14.4  Vesting and Distribution on Termination and Partial
            Termination.....................................................46
      14.5  Notice of Amendment, Termination or Partial Termination.........46