Nicor Inc. Form 10-K
 Exhibit
10.66




Tropical
Shipping Company


Long-Term Performance
Incentive Plan








Purpose





The
Tropical Shipping Company Long-Term Performance Incentive Plan (Plan) is
designed to:





A.
            Provide
      an incentive for selected key officers and employees to optimize long-term
      shareholder value through increasing the underlying value of Tropical
      Shipping Company.





B.
            Balance
      the impact of short-term incentives on annual operating decision-making
      with incentives for the accomplishment of long-term objectives and
      strategy requirements.





C.
            Reward
      executives for achieving high performance
  levels.





D.
            Provide
      an opportunity to earn income which can be accumulated to supplement
      retirement.





E.
            Retain
      key executives.








Effective
Date





The
effective date of this Plan is January 1, 1995.  The program shall
continue in effect unless terminated or amended by the Board of Directors of
Tropical Shipping Company.








Administration





The Plan
will be administered by the Compensation Committee of the Board of Directors of
Tropical Shipping Company (Committee).  The Committee shall, subject
to the provisions of the Plan, have sole and complete authority to interpret the
Plan and make all determinations necessary or advisable for the administration
of the Plan.








Eligibility





The Plan
is reserved for those key executives and managerial employees designated by the
Committee at the beginning of each award cycle.  Participants will be
employees with responsibilities that have a direct impact upon the long-term
growth in the value of the Company.





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Target Bonus
Award





Target
bonus awards are awards to participants who may receive value at the end of a
Performance Period.  The value of the target bonus award is contingent
on the level of achievement of performance objectives which are established at
the time of the initial award.








Terms and Conditions of
Awards





For each
participant, the Committee will determine the timing and size of the target
bonus award; the performance objectives used for determining whether the target
bonus award is earned; the performance period during which the performance
objectives apply; and the relationship between the level of achievement of the
performance objectives and the degree to which the target bonus award is
earned.








Payment





After
completion of the performance period, the Committee will compare the actual
performance to the established performance objectives for the performance period
and determine the value of the bonus award earned.  Earned bonus
awards may be paid in a lump sum or installments following the close of the
performance period, or if previously elected by a participant, deferred to a
future time in accordance with procedures established by the
Committee.  Lump sums, if not deferred, will normally be paid in cash
shortly after approval by the Committee.








Retirement, Death or
Termination





Any
participant whose employment with the Company terminates by reason of
retirement, death or disability during a performance period shall be entitled to
the prorated value of the earned bonus award for that performance period
determined by the Committee at the conclusion of the defined performance
period.  The proration will be based on the ratio of the calendar
months employed during the period to the total months of the performance
period.





If the
participant’s employment with the Company terminates during a performance period
for any reason other than retirement, death or disability, no target bonus award
will be made to the participant for that performance period, unless otherwise
determined by the Committee in its sole discretion, and any previously deferred
amounts will be immediately paid and the Company will have no further obligation
to the employee under the terms of this Plan.





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Taxes





Under
current tax laws, the participant will be liable to pay tax at ordinary income
tax rates at the time he receives a payment under the Plan.








Plan Amendments and
Administration





The Plan
may be amended or terminated at any time by the Committee except that no such
change shall affect any target bonus award earned in part or in total but not
yet distributed.





In its
sole discretion, the Committee may change the performance objectives for any
performance period at any time during the performance period, under such
circumstances as the Committee determines, including, but not limited to, the
following:





1.
            Recapitalizations.





2.
            Changes
      in laws, regulations and accounting practices which distort the
      relationship between actual performance and established performance
      objectives.





3.
            Changes
      which result from significant changes in strategy compared to the business
      and financial plan on which the Plan is based, such as size or mix of
      capital expenditures, or a major acquisition or certain reserve
      adjustments, and which are deemed necessary or desirable to carry out the
      intent of the Plan by the
Committee.








General
Provisions





The
general provisions of the Plan are as follows:





1.
            The
      grant of a long-term performance incentive target bonus award shall not
      affect Tropical Shipping Company’s right to terminate a participant’s
      employment at any time with or without
cause.





2.
            A
      participant’s right under the grant of a long-term performance incentive
      target bonus award shall not be
assignable.





3.
            Participants
      shall be permitted to designate, in a manner and form prescribed by the
      Committee, a beneficiary who will receive the prorated award in the event
      of the participant’s death.





4.
            The
      grant of a long-term performance target bonus award in any year shall not
      imply a right to participate in the Long-Term Performance Incentive Plan
      in future years.





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5.
            All
      determinations of the Committee shall be final and binding on the
      participants and Tropical Shipping
Company.





6.
            In
      the event that the Committee determines that there has been a change in
      control or sale of Tropical Shipping Company or Birdsall, Inc., and
      regardless of whether the change in control results in termination of any
      or all of the participants, the Committee, subject to its sole discretion
      and approval, may determine and award to all or any of the participants a
      bonus award less than, equal to, or more than the target award, taking
      into account performance compared to objectives up to the date of the
      change in control, the proportion of the performance period completed, and
      other relevant factors.  Payment, if any, shall be made as soon
      as practicable following the date of change in
  control.