Exhibit 10.2


    Nicor
      Inc.

    Form
      8-K

    Exhibit
      10.2

    RESTRICTED
      STOCK AGREEMENT

    NICOR
      INC. 1997 LONG-TERM INCENTIVE PLAN

    


    THIS
      AGREEMENT, entered into as of the 16th
      day of
      March, 2006 (the “Agreement Date”), by and between «First_Name» «Middle_Initial» «Last_Name»
      (the
“Employee”), and Nicor Inc., an Illinois corporation (the
“Company”),

    


    


    WITNESSETH
      THAT:

    


    WHEREAS,
      the Company maintains the Nicor Inc. 1997 Long-Term Incentive Plan (the “Plan”),
      which is incorporated into and forms a part of this Agreement, for the benefit
      of key executive and management employees of the Company and any related
      company; and

    


    WHEREAS,
      the Employee has been selected by the Compensation Committee of the Board of
      Directors of the Company (the “Committee”) to receive a Restricted Stock award
      under the Plan;

    


    NOW,
      THEREFORE, IT IS AGREED, by and between the Company and the Employee, as
      follows:

    


    1. Award.
      Subject to the terms of this agreement and the Plan, the Employee is hereby
      awarded «RS»
      shares
      of Stock (“Restricted Stock”).

    


    2. Limit
      on Alienation. Shares of Restricted Stock may not be sold, assigned,
      transferred (except as defined in Paragraph 8), pledged or otherwise encumbered
      during the Restricted Period (as defined in Paragraph 6).

    


    3. Dividends.
      The Employee shall not be prevented from receiving dividends paid on shares
      of
      Restricted Stock merely because those shares are subject to the restrictions
      imposed by this Agreement and the Plan; provided, however, that no dividends
      shall be payable to or for the benefit of the Employee with respect to record
      dates for such dividends occurring on or after the date, if any, on which the
      Employee has forfeited the Restricted Stock.

    


    4. Deposit
      of Shares of Restricted Stock. Each certificate issued in respect of shares
      of Restricted Stock awarded under this Agreement shall be registered in the
      name
      of the Employee and shall in the discretion of the Committee be deposited in
      a
      bank or with such other depository or escrow as the Committee may
      determine.

    


    5. Transfer
      and Forfeiture of Shares. Except as otherwise determined by the Committee in
      its sole discretion, the Employee shall forfeit the portion of Restricted Stock
      awarded under this Agreement as of the date, if any, on which the Employee’s
      employment with the Company and all Related Companies terminates for any reason
      prior to the end of the Restricted Period. If the Employee is continuously
      employed during the period beginning on the Agreement Date, and ending on the
      last day of the Restricted Period, then, at the end of the Restricted Period,
      the shares of Restricted Stock shall be transferred to the Employee free of
      all
      restrictions.

    


    6. Restricted
      Period. For purposes of this Agreement, the “Restricted Period” is the
      period beginning on the Agreement Date and ending on the fourth anniversary
      of
      the Agreement Date; provided, however, that the Committee may, in its
      discretion, adjust the Restricted Period to account for individual circumstances
      of the Employee or a group of employees, except that in no case shall such
      adjustment by the Committee result in the Restricted Period being less than
      one
      year. Notwithstanding the foregoing provisions of this Paragraph 6, the
      Restricted Period shall end not later than the earliest to occur of: (a) the
      date on which a Change in Control occurs; (b) the date of the Employee’s death;
      or (c) the date on which the Employee becomes disabled.

    


    7. Heirs
      and Successors. This Agreement shall be binding upon, and inure to the
      benefit of, the Company and its successors and assigns, and upon any person
      acquiring, whether by merger, consolidation, purchase of assets or otherwise,
      all or substantially all of the Company’s assets and business. Subject to the
      terms of the Plan, any benefits payable to the Employee under this Agreement
      that are not paid at the time of the Employee’s death shall be paid at the time
      and in the form determined in accordance with the foregoing provisions of this
      Agreement, to the beneficiary designated by the Employee in writing filed with
      the Committee in such form and at such time as the Committee shall require.
      If a
      deceased Employee fails to designate a beneficiary, or if the designated
      beneficiary of the deceased Employee dies before the Employee or before complete
      payment of the amounts distributable under this Agreement, the Committee shall,
      in its discretion, direct that amounts to be paid under this Agreement be paid
      to:

    


    (a) one
      or
      more of the Employee’s relatives by blood, adoption or marriage and in such
      proportion as the Committee decides; or

    


    (b) the
      legal
      representative or representatives of the estate of the last to die of the
      Employee and his beneficiary.

    


    8. Transferability.
      Restricted Stock awarded under this Agreement is not transferable except as
      designated by the Employee by will or by the laws of descent and distribution.
      Notwithstanding the foregoing, the Committee may permit Restricted Stock awarded
      under this Agreement to be transferred by a participant for no consideration
      to
      or for the benefit of the participant’s immediate family (including a trust for
      the benefit of a participant’s immediate family or to a partnership for members
      of a participant’s immediate family), subject to such limits as the Committee
      may establish, and the transferee shall remain subject to all terms and
      conditions applicable to such award prior to such transfer. Immediate family
      is
      defined as the participant’s spouse, children, stepchildren and adoptive
      relationships.

    


    9.
       Employment.
      This Agreement does not constitute a contract of employment, and does not confer
      on the Employee the right to be retained in the employ of the Company or any
      Related Company. 

    


    10. Adjustment
      to Number of Shares Subject to Agreement. In the event of any change in the
      outstanding shares of Company Stock by reason of any stock dividend, split,
      spin-off, recapitalization, merger, consolidation, combination, exchange of
      shares or other similar change, the terms of this Agreement and the number
      of
      Restricted Stock Shares subject to this Agreement may be equitably adjusted
      by
      the Committee in its sole discretion to preserve the intent of this
      Agreement.

    


    11. Definitions.
      Except where the context clearly implies or indicates the contrary, a word,
      term, or phrase used in the Plan is similarly used in this
      Agreement.

    


    12. Administration.
      The authority to manage and control the operation and administration of this
      Agreement shall be vested in the Committee, and the Committee shall have all
      powers with respect to this Agreement as it has with respect to the Plan. Any
      interpretation of the Agreement by the Committee and any decision made by it
      with respect to the Agreement is final and binding on all persons.

    


    13. Plan
      Governs. Notwithstanding anything in this Agreement to the contrary, the
      terms of this Agreement shall be subject to the terms of the Plan, a copy of
      which may be obtained by the Employee from the office of the Secretary of the
      Company.

    


    14. Amendment.
      This Agreement may be amended by written Agreement of the Employee and the
      Company, without the consent of any other person.

    


    IN
      WITNESS WHEREOF, the Employee has hereunto set his hand, and the Company has
      caused these presents to be executed in its name and on its behalf, and its
      corporate seal to be affixed hereto, all as of the Agreement Date.

    


    


    ____________________________________    

    «First_Name» «Middle_Initial» «Last_Name»

    


    Nicor
      Inc.

    


    By:_______________________________     

    Russ
      Strobel 

    Chairman,
      President and

    Chief
      Executive Officer

    ATTEST:

    


    _____________________ 

    Assistant
      Secretary