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


March
26, 2010 (March 25, 2010)


Date of
Report (Date of earliest event reported)







NICOR
INC.


(Exact
name of registrant as specified in its charter)




Illinois
            1-7297
            36-2855175(State
      or other jurisdiction
            (Commission
            (I.R.S.
      Employerof
      incorporation)
            File
      Number)
            Identification
      Number)




1844
Ferry Road


Naperville,
Illinois 60563-9600


(Address
of principal executive offices) (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 (see General Instruction A.2. below):




[  ]           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.




On March
25, 2010, the Compensation Committee of the Board of Directors of Nicor Inc.
(the “Compensation Committee”) took the following actions:
 
 (i) The
Compensation Committee awarded restricted stock units to Russ M. Strobel, Nicor
Inc.’s chairman, president and chief executive officer. The restricted stock
unit agreement applicable to this award to Mr. Strobel is filed as an exhibit to
this report, and its terms are incorporated herein by reference. This award to
Mr. Strobel implements certain terms of Nicor Inc.’s 2010 Long Term Incentive
Program, which is also filed as an exhibit to this report, and its terms are
incorporated herein by reference.
 
 (ii) The
Compensation Committee awarded restricted stock units to named executive
officers other than Mr. Strobel.  The form of the restricted stock
unit agreement applicable to these awards to named executive officers other than
Mr. Strobel and Mr. Rick Murrell, the chairman and president of Tropical
Shipping Company Limited, is filed as an exhibit to this report, and its terms
are incorporated herein by reference. The restricted stock unit agreement
applicable to the award to Mr. Murrell also is filed as an exhibit to this
report, and its terms are incorporated herein by reference. These awards
implement certain terms of Nicor Inc.’s 2010 Long Term Incentive
Program.
 
 (iii) The
Compensation Committee approved the terms of an amendment to the restricted
stock unit agreements applicable to restricted stock awards granted to named
executive officers of Nicor Inc. during the years 2007, 2008 and 2009. The form
of this amendment is filed as an exhibit to this report, and its terms are
incorporated herein by reference.
 
 (iv) The
Compensation Committee awarded performance cash units to the named executive
officers of Nicor Inc. The form of the performance cash unit agreement
applicable to all named executive officers other than Mr. Murrell is filed as an
exhibit to this report, and its terms are incorporated herein by reference. The
performance cash unit agreement applicable to Mr. Murrell is also filed as an
exhibit to this report, and its terms are incorporated herein by reference.
These awards implement certain terms of Nicor Inc.’s 2010 Long Term Incentive
Program.
 
 (v) The
Compensation Committee approved an incentive compensation award under the
Tropical Shipping Company Long-Term Incentive Plan for Mr. Murrell. The Tropical
Shipping Company Long-Term Incentive Plan was previously filed by Nicor Inc.
(exhibit 10.4 to Nicor Inc.’s Form 8-K filed March 28, 2008), and its terms are
incorporated herein by reference. The incentive compensation award to Mr.
Murrell was granted for the three-year performance period of 2010-2012 and
provides Mr. Murrell with the opportunity to earn a percentage of his base
salary at the end of the performance period based on Tropical Shipping Company’s
average return on operating assets (ROOA) over that period.  The award
paid to Mr. Murrell at the end of the three-year performance period can range
from 0% of his base salary (if the ROOA over the performance period is below
10%) to 112% of his base salary (if the ROOA is 15% or higher over the
performance period).
   
 Page 2


Item 9.01
            
            Financial Statements
      and Exhibits.




(d)
            Exhibits


The following are
      filed as exhibits to this report10.01
              Restricted
      Stock Unit Agreement between Nicor Inc. and Russ M.
  Strobel10.02
              Form
      of Restricted Stock Unit Agreement10.03
              Restricted
      Stock Unit Agreement between Nicor Inc. and Rick
Murrell10.04
              Form
      of Amendment to 2007, 2008 and 2009 Restricted Stock Unit
      Agreements10.05
              Form
      of Performance Cash Unit Agreement10.06
              Performance
      Cash Unit Agreement between Nicor Inc. and Rick Murrell10.07
              2010
      Long-Term Incentive Program











Page
3








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.
   DateMarch
26, 2010/s/ KAREN K.
PEPPING
 Karen
K. Pepping
 Vice
President and Controller
 (Principal
Accounting Officer and
 Duly
Authorized Officer)







Page 4






Exhibit
Index


ExhibitNumber
            
            Description of
      Documents10.01
            
            Restricted Stock Unit Agreement
      between Nicor Inc. and Russ M. Strobel10.02
            
            Form of Restricted Stock Unit
      Agreement10.03
            
            Restricted Stock Unit Agreement
      between Nicor Inc. and Rick Murrell10.04
            
            Form of Amendment to 2007, 2008 and
      2009 Restricted Stock Unit Agreements10.05
            
            Form of Performance Cash Unit
      Agreement10.06
            
            Performance Cash Unit Agreement
      between Nicor Inc. and Rick Murrell10.07
            
            2010 Long-Term Incentive
      Program