amendmentnicorincstockdef.htm


    Nicor Inc.

    Form 8-K

    Exhibit 10.4

     

    


      Amendment
To

      Nicor Inc. Stock Deferral
Plan

       

      (As in
Effect on October 3, 2004, for Pre-2005 Benefits)

       

      WHEREAS,
Nicor Inc. (the “Company”), previously established and maintains the Nicor Inc.
Stock Deferral Plan as in effect of October 3, 2004 for pre-2005 benefits (the
“Plan”); and

       

      WHEREAS,
the provisions of the Plan in effect on October 3, 2004 apply to those amounts
deferred under the Plan that were earned and vested within the meaning of Treas.
Reg. §§1.409A-6(a) as of December 31, 2004, and the earnings, including dividend
equivalents, thereon (“Grandfathered Benefits”); and

       

      WHEREAS,
the terms applicable to the Grandfathered Benefits have not been materially
modified within the meaning of Treas. Reg. §§1.409A-6(a)(1) and (4) on or after
October 3, 2004; and

       

      WHEREAS,
the Company now desires to revise the administrative provisions of the Plan as
in effect on October 3, 2004, and that such amendment not be a material
modification of the Plan terms applicable to Grandfathered Benefits, within the
meaning of Treas. Reg. §§1.409A-6(a)(1) and (4);

       

      NOW,
THEREFORE, pursuant to the power reserved to the Company by Section 5 of the
Plan, the Plan be and hereby is amended in the following particulars, effective
as of January 1, 2008:

       

      
        	 	
                1.  

              	
                By
      substituting the following for Subsection 1.4 of the
  Plan:

              


      

       

      “1.4         Committee

       

      (a)           Membership.  The
authority to manage and control the operation and administration of the Plan
shall be vested in the Committee.  Except as otherwise specifically
provided in this subsection 1.4, in controlling and managing the operation and
administration of the Plan, the Committee shall act by the concurrence of a
majority of its then members by meeting or by writing without a
meeting.  The Committee, by unanimous written consent, may authorize
any one of its members to execute any document, instrument or direction on its
behalf.  

       

      (b)           Powers of
Committee.  Subject
to the conditions and limitations of the Plan, the Committee shall have the sole
and complete authority and discretion to:

       

      
        	 	
                (i)  

              	
                Conclusively
      interpret and construe the provisions of the Plan and to remedy
      ambiguities, inconsistencies and omissions of whatever kind or
      nature;

              


      

       

      
        	 	
                (ii)  

              	
                Adopt,
      and apply in a uniform and nondiscriminatory manner to all persons
      similarly situated, such rules of procedure and regulations as, in
      

              


      

       

      
        
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                its
      opinion, may be necessary for the proper and efficient administration of
      the Plan, and as are consistent with the provisions of the
      Plan;

              


         

        	 	
                (iii)  

              	
                Conclusively
      determine all questions arising under the Plan, including the power to
      determine rights or eligibility of employees or former employees, and the
      respective benefits of Participants and others entitled
      thereto;

              


      

       

      
        	 	
                (iv)  

              	
                Maintain
      and keep adequate records concerning the Plan and concerning its
      proceedings and acts in such form and detail as the Committee may
      decide;

              


      

       

      
        	 	
                (v)  

              	
                Direct
      all benefit payments under the
Plan;

              


      

       

      
        	 	
                (vi)  

              	
                Furnish
      the Company and its subsidiaries with such information with respect to the
      Plan as may be required by them for tax or other
  purposes;

              


      

       

      
        	 	
                (vii)  

              	
                By
      unanimous action of the members then acting, employ agents and counsel
      (who also may be employed by the Company and its subsidiaries or a
      trustee) and to delegate to them, in writing, such powers as the Committee
      considers desirable;

              


      

       

      
        	 	
                (viii)  

              	
                Correct
      any defect or omission and to reconcile any inconsistency in the Plan, and
      to remedy any error in any payment made hereunder;
  and

              


      

       

      
        	 	
                (ix)  

              	
                make
      all other determinations and take all other actions necessary or advisable
      for the implementation and administration of the
  Plan.

              


      

       

      Except as
otherwise specifically provided by the Plan, any determinations to be made by
the Committee under the Plan shall be decided by the Committee in its sole
discretion.  Any interpretation of the Plan by the Committee and any
decision made by it under the Plan is conclusive, final and binding on all
persons. Notwithstanding the foregoing, no member of the Committee shall act
with respect to the administration of the Plan except to the extent consistent
with the exempt status of the Plan and the 1989 Plan under Rule 16b-3
promulgated under the Securities Exchange Act of 1934, as amended (“Rule
16b-3”).

       

      (c)           Delegation by
Committee.  The
Committee may allocate all or any part of its responsibilities and powers to any
one or more of its members and may delegate all or any part of its
responsibilities and powers to any person or persons selected by
it.  Any such allocation or delegation may be revoked at any
time.

       

      (d)           Information to be Furnished
to Committee.  The
Company and participating subsidiaries shall furnish the Committee such data and
information as it may require.  The records of the Company and
participating subsidiaries as to an employee’s or Participant’s period of
employment, termination of employment and the reason therefor, leave of absence,
reemployment and compensation amounts shall be conclusive on all persons unless
determined to be incorrect.  Participants and other persons entitled
to benefits under the Plan must furnish the Committee such evidence, data or
information as the Committee considers desirable to carry out the
Plan.

       

      
        
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      (e)           Committee’s Decision
Final.  To
the extent permitted by law, any interpretation of the Plan and any decision on
any matter within the discretion of the Committee made by the Committee in good
faith is binding on all persons.  A misstatement or other mistake of
fact shall be corrected when it becomes known, and the Committee shall make such
adjustment on account thereof as it considers equitable and
practicable.  Notwithstanding any other provision of the Plan to the
contrary, benefits under the Plan will be paid only if the Committee, in its
discretion, determines that the applicant is entitled to them.

       

      (f)           Liability and
Indemnification of the Committee.  No
member of the Committee shall be liable to any person for any action taken or
omitted in connection with the administration of the Plan unless attributable to
his own fraud or willful misconduct; nor shall the Company or participating
subsidiaries be liable to any person for any such action unless attributable to
fraud or willful misconduct on the part of a director or employee of the Company
or participating subsidiaries.  The Committee and the individual
members thereof shall be indemnified by the Company or participating subsidiary
against any and all liabilities, losses, costs and expenses (including legal
fees and expenses) of whatsoever kind and nature which may be imposed on,
incurred by or asserted against the Committee or its members by reason of the
performance of a Committee function under the terms of this Plan unless such
liability, loss, cost or expense arises due to his own fraud or willful
misconduct.  This indemnification shall not duplicate but may
supplement any coverage available under any applicable insurance.  For
purposes of this subsection 1.4, the term “Committee” includes both the
Committee and members of the compensation committee of the Participant’s
employer.”

       

      2.            
By
substituting the following for the last four sentences of Subsection 4.5 of the
Plan:

       

      “Each
Participant from time to time, by signing a form furnished by the Committee, may
designate any legal or natural person or persons (who may be designated
contingently or successively) to whom his benefits under the Plan are to be paid
if he dies before he receives all of his benefits (“Beneficiary”).  A
beneficiary designation form will be effective only when the signed form is
filed with the Committee while the Participant is alive and will cancel all
beneficiary designation forms filed earlier.  If more than one
Beneficiary has been designated, the balance in the Participant’s Deferred Stock
Account shall be distributed to each such Beneficiary per
capita.  Except as otherwise specifically provided in this subsection
4.5, if a deceased Participant failed to designate a Beneficiary as provided
above, or if no designated Beneficiary survives the Participant or dies before
complete payment of the Participant’s benefits, then his benefits shall be paid
to the legal representative or representatives of the estate of the last to die
of the Participant and any designated Beneficiary.”

       

             
3.            By
substituting the phrase “While the Committee expects and intends the Company to
continue the Plan, the Committee reserves the right, at any time and in any way,
to amend, suspend or terminate the Plan;” for the phrase “While the Company
expects and intends to continue the Plan, the Board of Directors of the Company
reserves the right, at any time and in any way, to amend, suspend or terminate
the Plan” where such latter phrase appears in the first sentence of Section 5 of
the Plan.

       

      
        
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                4.  

              	
                By
      adding the following as a new Section 6 of the
  Plan:

              


      

       

      “SECTION
6

      Claims
Procedures

       

      Any claim
for benefits under the Plan shall be governed by and submitted pursuant to the
rules established under the Nicor Claims Procedures for Nonqualified Plans, as
such are in effect from time to time.  The decision of the Committee
shall be conclusive, final and binding in all respects on both the Company and
the claimant.  Benefits shall be paid only if the Committee determines
that the claimant is entitled to them.”

       

      IN
WITNESS WHEREOF, the Company has caused this Amendment to be signed on its
behalf by its duly authorized representative as of this    25    
day of      
July      , 2008.

       

      NICOR
INC.

       

      


       

      By: /s/ CLAUDIA J.
COLALILLO

      Its:
Senior Vice President Human
Resources    

            and Corporate
Communications               

       


      
        
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