Exhibit
10.54







FIRST
AMENDMENT


TO


NICOR
INC.


DIRECTORS’ DEFERRED
COMPENSATION PLAN





WHEREAS,
NICOR Inc. (the “Company”) previously established the NICOR Inc. Directors’
Deferred Compensation Plan, as amended and restated effective as of January 1,
2008 (the “Plan”); and


WHEREAS,
the Company desires to amend the Plan in certain respects effective as of
January 1, 2008.


NOW
THEREFORE, the Plan is hereby amended as follows:





I.  Section
2 of the Plan is deleted in its entirety and the following new Section 2 is
substituted in lieu thereof:


“SECTION
2.  Participation.  A
Director of the Company may elect to defer the payment or portion thereof owed
for the:




(i)            retainers;
or




(ii)           meeting
fees; or




(iii)          awards
under the NICOR Inc. Directors Stock Value Plan made after January 1, 2008;
or




(iv)          any
combination of (i)-(iii) above.




Such
election must be communicated to the Company in writing prior to December 31 of
the year prior to the term for which the Director may be
reelected.  For a Director first elected or appointed to the Board,
such election shall be communicated to the Company in writing within thirty (30)
days of the date the Director is first elected or appointed to the Board;
provided such deferment shall apply only to the compensation earned after such
written election is communicated to the Company.  Once made an
election shall continue in force with respect to succeeding terms of the
Director’s service unless the Director shall advise the Company in writing prior
to December 31 of the year prior to the year of reelection that he or she elects
to terminate or change the terms of such







deferment
effective with such reelection.  In addition, such election shall
specify the manner and date on which the Director elects to receive payment of
the deferred amount under Subsection 3.1 below.  Directors who were
Directors on January 1, 2008, shall file an election as to the time and form of
payment of all their deferrals, whether made prior to or after such date by
December 31, 2008; provided, no such election may accelerate payment of any
deferrals into 2008.  Notwithstanding any deferral election in
existence to the contrary, no meeting fees paid after the Director’s Separation
from Service (whether or not earned prior to such Separation from Service) may
be deferred under this Plan.”





II.  Subsection
3.4 of the Plan is deleted in its entirety and the following new Subsection 3.4
is substituted in lieu thereof:





“3.4
            As
      an alternative to an interest equivalent, a Director may elect to have all
      or any portion of his or her compensation converted into share units, each
      reflecting a share of the Company’s common stock.  If this
      alternative is elected, the Director’s deferred account will be credited
      with an amount per share unit equal to the per share dividends and
      distributions paid on the Company’s common stock during the period the
      share unit is in the deferred account, which amount shall in turn be
      converted into share units.  The Director’s right to the
      dividend equivalent shall accrue on the date the dividend is
      declared.  However, the number of share units credit to a
      Director’s account for (i) deferred payment of retainers, meeting fees and
      awards made during 2008 under the Nicor Inc. Directors’ Stock Value Plan
      (the “Stock Value Plan”) and dividend equivalents on all deferred
      compensation shall be determined on the basis of the closing market
      composite price for the Company’s common stock as reported on the New York
      Stock Exchange Composite Transactions on the last trading day preceding
      the deferred compensation or dividend payment date and (ii) deferred




2


payment
      of any award made after 2008 under the Stock Value Plan shall be based on
      the closing market composite price for the Company’s common stock as
      reported on the New York Stock Exchange Composite Transactions on the
      applicable award date specified for that award under the Stock Value
      Plan.  For Separations from Service occurring on and after July
      26, 2007, the share units in the Director’s account shall be converted to
      a cash equivalent based on the closing market composite price for the
      Company’s common stock as reported on the New York Stock Exchange
      Composite Transactions on the first trading day after the date the
      Director incurs a Separation from
Service.”











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