Nicor Inc.
                                                        Form 10-Q
                                                        Exhibit 10.02

                                2003
                  NICOR INCENTIVE COMPENSATION PLAN
                  ---------------------------------

A.  The 2003 Nicor Incentive Compensation Plan is designed to link participant
    incentive compensation to the accomplishment of important objectives--both
    financial goals and defined strategic plans. It ties the pay an individual
    receives to his performance and that of the company. This plan is intended
    to provide a flexible framework for a performance bonus program for Nicor.

B.  Purpose
    -------
    The purpose of this Plan is to provide an annual incentive plan which
    supports the longer-term strategic planning process. This is done by linking
    pay to the performance of tasks which focus on objectives of strategic
    importance.

C.  Eligible Group
    --------------
    Officers of Nicor are eligible for participation. Participation should be
    limited to those employees in positions which enable them to make
    significant contributions to the performance and growth of the company.

D.  Components of Plan
    ------------------
    Compensation Objective
    Bonus Targets
    Performance Targets
    Goal Setting Guidelines
    Program Schedule
    Form of Payment

    Compensation Objective
    ----------------------
    Base Salary + Bonus Target = Short-Term Compensation Objective

    An individual's short-term compensation objective will be based on salary
    plus a bonus, expected to be earned if agreed-upon performance targets are
    met. Under certain conditions, short-term compensation above or below
    targets may be paid.





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    Base salaries will be managed at the appropriate blend of general and
    industry average which will be determined annually by survey data. Bonus
    targets will be set based on the individual's job responsibilities and
    compensation objective, such that total compensation objectives are managed
    at the level as determined by the Compensation Committee to remain
    competitive.

    Bonus Target
    ------------
    The bonus target amount varies according to pay, job responsibilities and
    ability to impact the organization. The higher responsibility and impact
    levels, the greater the dollars at risk.

    Performance Targets
    -------------------
    Performance criteria focus on the achievement of agreed-upon and documented
    strategic goals. Performance targets may include measures of financial
    performance, the ability to meet budget levels and individual or group
    performance objectives. An individual's target may include all three types
    of goals, weighted by the band level and responsibilities involved. Each
    particular performance target will be assigned weighting reflected as a
    percentage of compensation objective.

    Goal Setting Guidelines
    -----------------------
    The most important aspect of this Plan will be in establishing effective
    goals. In addition to the goals which will be measured by company financial
    performance, realistic, operational management goals may be established and
    agreed upon by both the participant and his supervisor for company,
    division, project or individual performance. As well as being realistic, the
    goals should be measurable wherever possible by quantifiable performance
    criteria. It is recognized that measurement of some goals will require
    subjective assessments on criteria mutually agreed between an individual and
    his/her supervisor. Goals must be consistent with the longer-term strategic
    plan.

    A set of guidelines will be devised by the Nicor Human Resources Department
    to aid in this process. These guidelines will provide direction as to goal
    formulation and reporting.

    Amount of bonus payment for financial/budget related goals can vary above
    and below target based upon results achieved. For targets met, bonus amount
    will be 100% of target. When targets are exceeded or are not reached, bonus
    will be proportionately more or less than the target.


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    Project or individual goals which are not quantifiable will be evaluated by
    the participant's superior based on performance and will fall into one of
    six categories of achievement: unsatisfactory; less than expected, but more
    than unsatisfactory; less than expected, but satisfactory given facts and
    circumstances; expected; more than expected, but less than outstanding; and
    outstanding performance. Accordingly, performance at, below or above
    expected performance will result in awards relative to performance.

    The Compensation Committee may make appropriate upward or downward
    adjustments if, after taking into consideration all of the facts and
    circumstances of the performance period, it determines that adjustments are
    warranted.

    Plan Schedule
    -------------
    The 2003 Nicor Incentive Compensation Plan runs on a calendar year basis,
    with the strategic planning cycle and budgeting process the primary link to
    performance and bonus targets. Responsibility for determination of financial
    results will be with the Accounting Department. A program for review will be
    established and individual, project, division or company goal performance
    will be reviewed at least twice each performance year.

    Year-end results should be available and evaluated in January of the
    following year. Following approval of the Compensation Committee and Board
    at the January meeting, bonuses will be payable to participants.

    Form of Payment
    ---------------
    All awards will be paid in cash, except that a participant in the Stock
    Deferral Plan may elect to defer up to 50% of their award into that plan.
    Deferral elections must meet the guidelines and timing of the Stock Deferral
    Plan to be effective. Appropriate taxes for the entire award amount will be
    withheld from the portion of the award being paid in cash.

    A participant may elect by writing to the Compensation Committee prior to
    the end of the fiscal year to have all or a portion of the following year's
    incentive award deferred and paid in no more than five annual installments
    beginning either with the date of termination or retirement, or in a lump
    sum within six months after termination of employment or retirement. In
    addition, with the consent of the Compensation Committee, the participant
    may, at the time of making such election, designate some other date for the
    commencement of such deferred payment. Further, the participant may submit a
    request to change the original deferral period. The request must be
    submitted in writing to the Compensation Committee who will take into
    consideration the particular facts and circumstances in its final
    determination.



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    An amount which is deferred shall be credited with compounded interest equal
    to the prime rate applied on a quarterly basis.

E.  Integration with Existing Programs
    ----------------------------------
    Base salaries will be managed with range bands at the appropriate blend of
    general and industry average for comparable positions, with total
    compensation objectives to be managed at a level appropriate with the
    performance of the company, as determined by the Compensation Committee.
    Salaries will be monitored each year and increases granted based on merit
    and range band. Bonus targets will be set as a percentage of base salary. A
    change, other than the annual salary review, in the compensation objective
    will customarily occur during the year only through promotion to various
    levels, at which time the base salary and bonus target are also likely to
    change.

    Promotion of an employee during the year or reassignment to responsibilities
    in which new performance objectives apply will result in proration of the
    existing performance objectives and bonus target and assignment of new
    performance objectives as the Compensation Committee shall determine.
    Promotion into the Plan would involve a promotional increase, but
    eligibility for bonus would be delayed unless the participant is able to
    produce positive results in the remaining time, as determined by the
    Compensation Committee.

    If a participant voluntarily terminates or is terminated for cause prior to
    the end of the performance period, then no award shall be granted. In the
    event a participant shall die, become disabled, retire or is terminated
    without cause before the end of the performance period, then the
    Compensation Committee will authorize payment of an award to the
    participant, or beneficiary, in such amount as the Committee deems
    appropriate.

F.  Responsibility
    --------------
    Acceptance and success of this Plan will depend on documented, realistic
    goals that are fair, understandable and measurable. Considerable management
    focus and involvement will be required for goals to be established,
    communicated and monitored.

    The Human Resources Department will be responsible for the administration of
    the system for the company. This will include:

    1) monitoring market salary and total compensation levels,

    2) recommending structural changes in base salary and compensation
       objective adjustments,


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    3) reviewing eligibility and performance targets,

    4) monitoring performance targets through the Accounting Department,

    5) communicating progress reports to participants, and,

    6) progress and exception reporting to Compensation Committee.

    The 2003 Nicor Incentive Compensation Plan and changes to its performance
    targets and measurement criteria will be reviewed and approved by the
    Compensation Committee.

    In establishing the actual bonus awards to be made, the Compensation
    Committee may take into account all of the facts and circumstances which
    exist during the year and may make appropriate upward or downward revisions
    in performance criteria, add or delete objectives, or change the relative
    percentages assigned to the various performance objectives.

G.  Amendment and Termination
    -------------------------
    The Board of Directors may amend or terminate the Plan at any time without
    the consent of the participants. No such amendment or termination shall
    negatively impact any participant's amount which accrued under the Plan
    prior to the calendar year in which the amendment is made.

    Summary
    -------
    The primary focus of this Plan is to link employee and company performance
    and performance bonus through an incentive plan. It provides the necessary
    emphasis on accountability for actions and decisions and enables people to
    gain personally through significant efforts which contribute to the
    company's present and future success.





                                          Nicor Human Resources
                                                   March 2003