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 to optimize long-term shareholder value through increasing
      the underlying value of Tropical Shipping and Construction Company
      Limited, a Cayman Islands company (“Tropical
  Shipping”).
 
 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
      for achieving high performance
levels.
 
 D.
              Provide
      an opportunity to earn income which can be accumulated to supplement
      retirement.
 
 E.
              Retain
      the services of the participant.
 
 
 Effective
Date
 
 The
effective date of this Plan is January 1, 2008.  The program shall
continue in effect unless terminated or amended by the Compensation Committee of
the Board of Directors of Nicor Inc. (“Committee”).
 
 
 Administration
 
 The Plan
will be administered by the Committee.  The Committee shall, subject
to the provisions of the Plan, have sole and complete authority and discretion
to interpret the Plan and make all determinations necessary or advisable for the
administration of the Plan.
 
 
 Eligibility
 
 The Plan
is reserved for the President of Tropical Shipping.
 
  
 Target Incentive
Award
 
 The
target incentive award is an award for which the participant may receive value
at the end of a Performance Period.  The value of the target incentive
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
 
 The
Committee will determine the timing and size of the target incentive award; the
performance objectives used for determining whether the target incentive 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 incentive award is
earned.  Prorating shall occur between each incremental step within
the index.
 
 
 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 incentive award earned.
 
 Subject
to the provisions of the “Incentive Payment Deferral” section below, incentive
awards will be paid to the participant in a single lump sum.  Payment
will be made no later than the date two and one-half (2 1⁄2) months after the end
of the performance period in which the services were performed (or, in the event
that payment by such date is administratively impracticable, no later than
December 31).  Incentive payments under this Plan are intended to
satisfy the short-term deferral exemption under Treas. Reg. Sec.
1.409A-1(b)(4).  All awards will be paid in cash, except as provided
below.
   Incentive Payment
Deferral
 Deferral under the Nicor Stock
Deferral Plan.  A participant in the Nicor Stock Deferral Plan
may elect to defer up to 50% of his incentive award into that
plan.  All such elections must be made in accordance with the terms of
the Nicor Stock Deferral Plan in order to be effective.  In the event
of conflict between the terms of the Nicor Stock Deferral Plan and this Plan,
the terms of the Nicor Stock Deferral Plan shall control.  Appropriate
taxes for the entire incentive award amount will be withheld from the portion of
the incentive award being paid in cash.
  Deferral under this
Plan.Notwithstanding anything contained herein to the
contrary, if any portion of any incentive award which would otherwise be payable
to a “covered individual” (within the meaning of Section 162(m) of the Code) is
not deductible by reason of Section 162(m) of the Code, such portion shall
automatically be deferred under this Plan.  All such deferred amounts
shall be credited with compounded interest equal to the prime rate, applied on
the last day of each calendar quarter.  The deferred incentive award
amounts and interest shall be paid to the covered individual in a lump sum on
the first regularly scheduled payroll date of
  
 Tropical
Shipping following the six month anniversary of the covered individual’s
separation from service.
 
 Retirement, Death or
Termination
 
 The
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 incentive 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 separates from service with the Company during a performance period
for any reason other than retirement, death or disability, no target incentive
award will be made to the participant for that performance period, unless
otherwise determined by the Committee in its sole discretion.  The
Company will have no further obligation to the employee under the terms of this
Plan, other than for any previously deferred amounts and related interest in
accordance with the provisions in the “Deferral under this Plan”
section above.
 
 
 Taxes
 
 Under
current tax laws, the participant will be liable to pay income 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 incentive award earned in part or in total but
not yet distributed.
 
 Notwithstanding
the foregoing, 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 target incentive award shall not affect
      Tropical Shipping’s right to terminate the participant’s employment at any
      time with or without cause.
 
 2.
              The
      participant’s right under the grant of a long-term performance target
      incentive award shall not be
assignable.
 
 3.
              The
      Participant shall be permitted to designate, in a manner and form
      prescribed by the Committee, a beneficiary who will receive the prorated
      award and any deferred amounts and related interest in the event of the
      participant’s death.
 
 4.
              The
      grant of a long-term performance target incentive award in any year shall
      not imply a right to participate in the Long-Term Performance Incentive
      Plan in future years.
  5.
              All
      determinations of the Committee shall be final and binding on the
      participant and Tropical
Shipping.