UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C.
20549
  
 FORM
8-K
 CURRENT
REPORT
 
 Pursuant
to Section 13 or 15(d) of the
 Securities
Exchange Act of 1934
   November
20, 2008
 Date of
Report (Date of earliest event reported)
 
 
 NICOR
INC.
 (Exactnameof registrant as specified in its charter)
 
 
 Illinois
              1-7297
              36-2855175(State
      or other jurisdiction
              (Commission
      File
      Number)
              (I.R.S.
      Employerof
      incorporation)
              
              Identification
      Number)
 
 
 1844
Ferry Road
 Naperville,
Illinois 60563-9600
 (Address of principal
executive offices, including zip code)
 
 (630)
305-9500
 (Registrant’s
telephone number, including area code)
 
 
 Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
  [  ]           Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
  [  ]           Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
  [  ]           Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
  [  ]           Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
  
 
 
  Page
1
 Item
5.02              Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
 
 (d)  On
November 20, 2008, the Board of Directors of Nicor Inc. (the “Company”)
appointed Armando J. Olivera as a Director of the Company.  No
determination has yet been made concerning committees of the Board on which Mr.
Olivera will serve.
 
 (e)   On
November 20, 2008, the Board of Directors of the Company approved an amendment
that restates and amends two agreements (the “Birdsall CAP Agreements”) among
the Company, John H. Birdsall III, a director of the Company, and Birdsall Inc.,
a subsidiary of the Company, relating to Mr. Birdsall’s participation in the
NICOR Capital Accumulation Plan (the “NICOR Capital Accumulation Plan”). In
addition to incorporating prior amendments to the Birdsall CAP Agreements into a
single restated document, the amendment makes revisions to comply with Section
409A of the Internal Revenue Code (“Section 409A”) and certain other
non-material changes in order to, among other things, authorize the Compensation
Committee of the Board of Directors to approve future amendments. On the same
date, the Board of Directors of the Company also approved an amendment and
restatement of the NICOR Capital Accumulation Plan to make similar non-material
revisions. A copy of each of the foregoing documents is filed as an exhibit to
this report and its terms are incorporated herein by reference.
 
 Item
5.03              Amendment of Articles of
Incorporation or Bylaws; Change in Fiscal Year.
 
 On
November 20, 2008, the Board of Directors of the Company approved an amendment
to the Company’s by-laws effective as of that date. The changes to the Company’s
by-laws, which are reflected in Article III, Section 8, provide for the
designation by the independent directors every two years of an independent lead
director and the enumeration of specific powers and duties of the lead director.
The foregoing summary of the by-law amendment is qualified in its entirety by
reference to the text of the Company’s amendment to its by-laws.  A
copy of the by-law amendment is filed as an exhibit to this report and its terms
are incorporated herein by reference.
 
 Item
9.01              Financial
Statements and Exhibits.
  (d)           Exhibits
  Exhibit
No.           Description of
Document
 
 3.1
                Nicor
      Inc. Amendment to Amended and Restated By-laws.10.1
                Amendment
      Restating 1984 and 1985 Nicor Capital Accumulation Plan Participation
      Agreements among Nicor Inc., Birdsall Inc. and John H. Birdsall
      III.
 10.2
                Nicor
      Capital Accumulation Plan (as amended and restated effective as of January
      1, 2008).
 99.1
                Press
      release issued November 20, 2008 announcing Mr. Armando J. Olivera’s
      appointment as a Director of the
Company.
  Page 2
 
  Signature
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
 
 
 
   Nicor Inc.Date
              November 20,
      2008
              
              /s/ KAREN K.
      PEPPINGKaren K.
      PeppingVice
      President, Controller and
                Principal
      Accounting Officer
  
 Page
3
 
 Exhibit
Index
  Exhibit
No.           Description of
Document
 
 3.1
                Nicor
      Inc. Amendment to Amended and Restated By-laws.10.1
                Amendment
      Restating 1984 and 1985 Nicor Capital Accumulation Plan Participation
      Agreements among Nicor Inc., Birdsall Inc. and John H. Birdsall
      III.
 10.2
                Nicor
      Capital Accumulation Plan (as amended and restated effective as of January
      1, 2008).
 99.1
                Press
      release issued November 20, 2008 announcing Mr. Armando J. Olivera’s
      appointment as a Director of the
Company.