Nicor
Inc.


Form
10-Q


Exhibit
10.03


FIRST
AMENDMENT TO
 RESTRICTED
STOCK UNIT AGREEMENT
 NICOR INC. 2006 LONG-TERM
INCENTIVE PLAN
  THIS
FIRST AMENDMENT is entered into effective as of the 27th day of
March, 2008 by and
between Russ M. Strobel (the “Employee”), and Nicor Inc., an Illinois
corporation (the “Company”).
 WITNESSETH
THAT:
  WHEREAS,
the Company and the Employee entered into a Restricted Stock Unit Agreement
dated as of March 27, 2008 (the “Restricted Stock Unit Agreement”) evidencing an
award of Restricted Stock Units by the Company to the Employee pursuant to
Section 4.4 of the Nicor Inc. 2006 Long-Term Incentive Plan (the “Plan”);
and
  WHEREAS,
the Restricted Stock Unit Agreement does not accurately reflect the Company’s
intent with regard to the earliest date for delivery to the Employee of Stock
following the vesting of the awarded Restricted Stock Units; and
  WHEREAS,
the Company and the Employee are entering into this First Amendment in order to
correct this error in the Restricted Stock Unit Agreement;
  NOW,
THEREFORE, IT IS AGREED, by and between the Company and the Employee as
follows:
  I.           Paragraph
1 of the Restricted Stock Unit Agreement is hereby deleted in its entirety and
the following new Paragraph 1 is substituted in lieu thereof:
  “1.           Award.  Subject
to the terms of this Agreement and the Plan, the Employee is hereby awarded the
right to receive 18,650 shares of Stock (the “Restricted Stock Units”) subject
to vesting as provided in Paragraph 4, the delivery of which shares of Stock is
deferred until the earliest of:
  (a)           the
Employee’s death or disability (within the meaning of Section 409A of the
Code);
  (b)           a
Change in Control; or
  (c)           the
six-month anniversary following Employee’s separation from service (within the
meaning of Section 409A of the Code) from the Company and all Related
Companies.
  For
purposes of this Agreement, the term "Disability" means the inability of the
Employee, by reason of a medically determinable physical or mental impairment,
to engage in any substantial gainful activity, which condition, in the opinion
of a physician selected by the Committee, is expected to result in death or can
be expected to
  
  last for
a continuous period of not less than 12 months.  For purposes of this
Agreement, “Retirement” means the date the Employee has attained at least (i)
age 65, or (ii) age 55 and has at least 10 years of employment with the Company
or any Related Companies.”
  II.          Except
where the context clearly implies or indicates the contrary, a word, term, or
phrase used in the Plan is similarly used in this First Amendment.
  III.         Except
as otherwise expressly amended by this First Amendment, the Restricted Stock
Unit Agreement shall remain in full force and effect in accordance with its
original terms.
  IN
WITNESS WHEREOF, the Employee has hereunto set his hand, and the Company has
caused these presents to be executed in its name and on its behalf, and its
corporate seal to be affixed hereto, all effective as of the date first above
written.
 
 
  /s/ RUSS M.
      STROBELRuss
      M.  StrobelNICOR
      INC.By:
              /s/ CLAUDIA
      COLALILLOSenior Vice
      President Human Resources
                and
      Corporate CommunicationsATTEST:/s/ NEIL J.
      MALONEYIts:  Assistant
      Secretary
  
  
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