nicorincstockdefplan.htm


    Nicor Inc.

    Form 8-K

    Exhibit 10.3

     

     

     

     

     

     

     

    


      Nicor Inc. Stock Deferral
Plan

       

      (As
Amended and Restated for Post-2004 Benefits, Effective January 1,
2008)

      


      


      


      


      


      


      


      


      


      


      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Nicor Inc. Stock Deferral
Plan

      (As
Amended And Restated For Post-2004 Benefits, Effective January 1,
2008)

       

       

      Table of
Contents

       

      Page

       

       

      
        	
                SECTION
      1 General

              	 -
      1 -


      

       

      
        	
                 
      

              	
                1.1

              	
                Purpose,
      History and Effective Date 

              	
                - 1
-

              


      

      
        	
                 
      

              	
                1.2

              	
                Gender,
      Number and Defined Terms 

              	
                - 1
-

              


      

      
        	
                 
      

              	
                1.3

              	
                Additional
      Terms and Conditions of the Plan 

              	
                - 1
-

              


      

      
        	
                 
      

              	
                1.4

              	
                Employment
      and Shareholder Status 

              	
                - 1
-

              


      

      
        	
                 
      

              	
                1.5

              	
                Source
      of Payments 

              	
                - 2
-

              


      

      
        	
                 
      

              	
                1.6

              	
                Nonassignment 

              	
                - 2
-

              


      

      
        	
                 
      

              	
                1.7

              	
                Elections 

              	
                - 2
-

              


      

      
        	
                 
      

              	
                1.8

              	
                Claim
      for Benefits 

              	
                - 2
-

              


      

       

      
        	
                SECTION
      2 Participant
      Elections

              	 -
      2 -


      

       

      
        	
                 
      

              	
                2.1

              	
                Participation 

              	
                - 2
-

              


      

      
        	
                 
      

              	
                2.2

              	
                Deferral
      Elections 

              	
                - 2
-

              


      

      
        	
                 
      

              	
                2.3

              	
                Distribution
      Elections 

              	
                - 4
-

              


      

      
        	
                 
      

              	
                2.4

              	
                Initial
      Elections 

              	
                - 4
-

              


      

      
        	
                 
      

              	
                2.5

              	
                Prior
      Plan Elections 

              	
                - 5
-

              


      

       

      
        	
                SECTION
      3 Stock
      Units, Dividend Equivalents and
      Account

              	 -
      5 -


      

       

      
        	
                 
      

              	
                3.1

              	
                Stock
      Units 

              	
                - 5
-

              


      

      
        	
                 
      

              	
                3.2

              	
                Dividend
      Equivalents 

              	
                - 5
-

              


      

      
        	
                 
      

              	
                3.3

              	
                Crediting
      and Adjustment of Accounts 

              	
                - 5
-

              


      

       

      
        	
                SECTION
      4 Distributions

              	 -
      6 -


      

       

      
        	
                 
      

              	
                4.1

              	
                Payment
      Date 

              	
                - 6
-

              


      

      
        	
                 
      

              	
                4.2

              	
                Payment
      of Account 

              	
                - 7
-

              


      

      
        	
                 
      

              	
                4.3

              	
                Single
      Payment 

              	
                - 7
-

              


      

      
        	
                 
      

              	
                4.4

              	
                Installment
      Payments 

              	
                - 7
-

              


      

      
        	
                 
      

              	
                4.5

              	
                Payments
      to Beneficiaries In the Event of Death 

              	
                - 8
-

              


      

      
        	
                 
      

              	
                4.6

              	
                Payments
      Without a Distribution Election 

              	
                - 8
-

              


      

      
        	
                 
      

              	
                4.7

              	
                Change
      in Control 

              	
                - 9
-

              


      

      
        	
                 
      

              	
                4.8

              	
                Payment
      Delays 

              	
                - 10
-

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      
        	
                SECTION
      5 Committee

              	-
      10 -


      

       

      
        	
                 
      

              	
                5.1

              	
                Membership 

              	
                - 10
-

              


      

      
        	
                 
      

              	
                5.2

              	
                Powers
      of Committee 

              	
                - 11
-

              


      

      
        	
                 
      

              	
                5.3

              	
                Delegation
      by Committee 

              	
                - 11
-

              


      

      
        	
                 
      

              	
                5.4

              	
                Information
      to be Furnished to Committee 

              	
                - 12
-

              


      

      
        	
                 
      

              	
                5.5

              	
                Committee’s
      Decision Final 

              	
                - 12
-

              


      

      
        	
                 
      

              	
                5.6

              	
                Liability
      and Indemnification of the Committee 

              	
                - 12
-

              


      

       

      
        	
                SECTION
      6 Amendment
      and Termination

              	-
      12 -


      

       

       

      
        	
                SECTION
      7 Code
      Section 409A

              	-
      13 -


      

       

      
        	
                 
      

              	
                7.1

              	
                Section
      409A Compliance 

              	
                - 13
-

              


      

      
        	
                 
      

              	
                7.2

              	
                Special
      Distribution 

              	
                - 13
-

              


      

       

      
        	
                APPENDIX
      A

              	 -
      14 -


      

       

       

       

       

       

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SECTION
1

      General

       

      1.1 Purpose, History and
Effective Date.  Nicor
Inc. (the “Company”) maintains the 2008 Long-Term Incentive Program and 2007
Long-Term Incentive Program under the Nicor Inc. 2006 Long-Term Incentive Plan
(the “2006 Plan”), which provides certain benefits to key executives and
managerial employees of the Company and its subsidiaries.  The Company
and its subsidiaries, as applicable, also maintain the 2006 Long-Term Incentive
Program and 2005 Long-Term Incentive Program under the Nicor Inc. 1997 Long-Term
Incentive Plan (the “1997 Plan”), the Nicor Inc. 1989 Long-Term Incentive Plan
(the “1989 Plan”) and anticipate maintaining in the future additional incentive
compensation plans and programs, which provide cash payments of specified dollar
amounts to eligible key executives and managerial employees of the Company and
its subsidiaries upon the achievement of specified performance goals during a
performance period of at least three years (collectively such plans being
“Long-Term Plans”) or a calendar year (“Annual Plans”) (such Long-Term Plans and
Annual Plans being referred to below collectively as the “Incentive Plans” and
individually as an “Incentive Plan”).  In order to further identify
the interests of key executives and managerial employees with those of the
Company’s shareholders by increasing such employees’ ownership of Company common
stock, par value $2.50 per share (“Stock”), the Company established this Nicor
Inc. Stock Deferral Plan (the “Plan”), effective May 1, 1996, to permit key
executives and managerial employees who are eligible for a cash payment under a
Long-Term Plan or an Annual Plan to elect to receive a portion of such payment
in Stock, in lieu of cash, and to defer receipt of such Stock.

       

      The
effective date of this amended and restated Plan is January 1, 2008 (“Effective
Date”), but the terms of this amended and restated Plan shall apply only to
amounts deferred under this Plan after December 31, 2004, and the earnings,
including Dividend Equivalents, thereon (“Non-Grandfathered
Benefits”).  Notwithstanding any provisions of the Plan to the
contrary, the provisions of the Plan in effect on October 3, 2004 and not the
provisions of this amended and restated Plan shall 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”).  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.

       

      1.2 Gender, Number and Defined
Terms.  Where
the context admits, words in any gender shall include any other gender, words in
the singular shall include the plural and the plural shall include the
singular.  Appendix A contains an alphabetical listing of all defined
terms and the subsection of the Plan in which each is defined.

       

      1.3 Additional Terms and
Conditions of the Plan.  Stock
awards under the Plan shall be deemed to be made pursuant to the Performance
Units or Performance Awards provisions of the 1989 Plan, the 1997 Plan or the
2006 Plan, or any successor plans thereto, as applicable (the “Stock Plans”),
and shall be subject to the terms, conditions and limitations of the Incentive
Plans.

       

      1.4 Employment and Shareholder
Status.  The
Plan will not give any person the right to remain in the employ of the Company
or any of its subsidiaries, or any right or claim to any 

       

      
        
          -
1 -

        

        
          
          

          
            

          

        

        
          
          

        

      

      benefits
under the Plan unless such right or claim has specifically accrued under the
terms of the Plan.  Participation in the Plan shall not create any
rights in an employee (or any other person) as a shareholder of the Company
until shares of Stock are registered in the name of the employee (or such other
person).

       

      1.5 Source of
Payments.  Except
for Stock actually delivered pursuant to the Plan, the Plan constitutes only an
unfunded, unsecured promise of the Company to deliver Stock in the future in
accordance with the terms of the Plan.  Stock delivered pursuant to
the Plan shall be authorized and issued pursuant to the Stock
Plans.

       

      1.6 Nonassignment.  Neither
a Participant’s (as described in subsection 2.1 below) nor any other person’s
rights to payments or awards under the Plan are subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
attachment or garnishment by creditors of the Participant or such other
person.

       

      1.7 Elections.  Any
notice, election or document required to be filed with the Committee (as defined
in Section 5) under the Plan will be effective only if it is filed in such form
and at such time as the Committee may require, and shall be considered properly
filed if delivered or mailed by registered mail, postage prepaid, to the
Committee, in care of the Company, at the Company’s principal executive
offices.  The Committee may, by advance written notice to affected
persons, revise such notice procedure from time to time.  Any notice
required under the Plan may be waived by the person entitled
thereto.

       

      1.8 Claim for
Benefits.  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.

       

      


       

      SECTION
2

      Participant Elections

       

      2.1 Participation.  Key
executives and managerial employees of the Company and its participating
subsidiaries who are subject to the Nicor Inc. Stock Ownership Guidelines are
eligible to become “Participants” in the Plan by filing a Deferral Election (as
described in subsection 2.2).

       

      2.2 Deferral
Elections.  An
individual’s participation in the Plan shall be subject to the
following:

       

      
        	
                (a)  

              	
                Subject
      to the terms and conditions of the Plan, each employee who is eligible to
      participate in the Plan for a calendar year under an Annual Plan shall
      become a Participant for that calendar year by filing a written election
      with the Committee (“Deferral Election”) before the first day of the
      calendar year.  A Deferral Election with respect to an Annual
      Plan shall be irrevocable as of the day immediately preceding the calendar
      year of the performance period.

              


      

       

      
        
          -
2 -

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                (b)  

              	
                Subject
      to the terms and conditions of the Plan, each employee who is eligible to
      participate in the Plan for a performance period under a Long-Term Plan
      shall become a Participant for that period by filing a Deferral Election
      no later than (i) the last day of the calendar year immediately preceding
      the final calendar year of the performance period applicable under the
      Long-Term Plan with respect to Eligible Cash Awards that are
      performance-based or (ii) before the first day of the calendar year prior
      to the performance period for Eligible Cash Awards which are not
      performance-based.  A Deferral Election with respect to a Long
      Term Plan shall be irrevocable as of (i) the last day of the calendar year
      immediately preceding the final calendar year of the performance period
      applicable under the Long-Term Plan with respect to Eligible Cash Awards
      that are performance-based or (ii) before the first day of the calendar
      year prior to the performance period for Eligible Cash Awards which are
      not performance-based.

                 

                A Deferral Election may be filed pursuant to
      this subsection 2.2(b) only if the Participant has continuously performed
      services for the Company or a subsidiary from the later of the date of the
      beginning of the performance period or the establishment of the
      performance criteria, through the date that the Deferral Election is
      filed.  In addition, the Deferral Election may be made only with
      respect to that portion of an Eligible Cash Award (as defined in
      subsection 2.2(c) below) that is not readily ascertainable within the
      meaning of Treas. Reg. 1.409A-2(a)(8) as of the date that the Deferral
      Election is filed.

              


      

       

      
        	
                (c)  

              	
                The
      Participant shall elect, by his Deferral Election, to forgo receipt of a
      portion of the Eligible Cash Awards to which he is entitled under
      the Incentive Plan and to receive in lieu thereof shares of Stock
      under the Plan at the time set forth in the Deferral Election, and in the
      manner set forth in his “Distribution Election” (filed in accordance with
      subsection 2.3) with respect to such amounts.  The Deferral
      Election shall specify the dollar amount or percentage of the Eligible
      Cash Award to be deferred.  The Deferral Election shall also
      specify the Payment Date with respect to the Stock Units attributable to
      such Eligible Cash Award (and to any dividend equivalents thereon), in
      accordance with subsection 4.1.

                 

                In no event shall the portion of the Eligible
      Cash Award to be converted to Stock Units and credited to the
      Participant's Account exceed the lesser of (i) the amount specified by the
      Participant in his Deferral Election, or (ii) 50 percent of the amount of
      the Eligible Cash Award.

                 

                For purposes of the Plan, the term “Eligible
      Cash Award” means the dollar amount payable under an Incentive Plan at the
      end of the applicable performance period under such plan, which amount
      would, but for a Participant’s election hereunder, be payable to the
      Participant in cash.  In addition, to qualify as a
      performance-based Eligible Cash Award, the dollar amount payable under a
      Long-Term Plan must be contingent upon the satisfaction of individual
      performance criteria established in writing by the earlier of: (i) the
      date ninety (90) days after the commencement of the performance period to
      which the criteria relates; or (ii) the date that the outcome of the
      performance criteria is no longer

              


      

       

      
        
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3 -

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
          	
                    

                	substantially
      uncertain.  Such Long-Term Plan may provide that the award shall
      become payable, regardless of satisfaction of the performance criteria,
      due to death, disability or a Change in Control (each within the meaning
      of Treas. Reg. 1.409A-1(e)(1)), but if any such award under the Long-Term
      Plan becomes payable other than due to satisfaction of the performance
      criteria, then the payment shall no longer qualify as a performance-based
      Eligible Cash Award.


        

         

      

      
        	
                (d)  

              	
                A
      Participant’s Deferral Election for any calendar year under an Annual Plan
      or performance period under a Long-Term Plan shall be applicable to
      Eligible Cash Awards paid with respect to the relevant
      period.  Notwithstanding any provision of the Plan to the
      contrary, a Deferral Election shall be automatically cancelled on the
      Participant’s Termination Date (as defined below) and shall be without
      effect thereafter.

                 

                For purposes of the Plan, a Participant’s
      “Termination Date” is the earlier of the date of the Participant’s death
      or his Separation from Service.  A Participant’s “Separation
      from Service” is the date of termination of the Participant’s services to
      the Company (and any corporation, trade or business during any period
      during which it is, along with the Company, a member of a controlled group
      of corporations or a controlled group of trades or businesses, as
      described in section 414(b) and 414(c) of the Internal Revenue Code of
      1986 (the “Code”)), whether voluntarily or involuntarily, other than due
      to death, as determined in accordance with Treas. Reg.
      §1.409A-1(h).

              


      

       

      2.3 Distribution
Elections.  Each
Participant shall file one Distribution Election with respect to the form of his
benefit payment in accordance with subsection 4.2, with respect to all amounts
deferred on his behalf under the Plan.  Such Distribution Election
must be filed at the same time and in the same manner as the Participant’s
initial Deferral Election filed pursuant to either subsection 2.2(a) or
2.2(b).  A Participant may not change or modify his Distribution
Election after it has become irrevocable.  If no Distribution Election
is filed pursuant to this subsection 2.3, then subsection 4.6 shall
apply.

       

      2.4 Initial
Elections.
Notwithstanding the provisions of subsections 2.2 and 2.3, if an employee first
becomes eligible to be a Participant (and does not participate in and has not
for 24 months participated in any other nonqualified deferred compensation
account balance plan that must be aggregated with the Plan pursuant to Code
Section 409A), then the provisions of this subsection 2.4 shall
apply.  For such Participant to make a Deferral Election with respect
to an Eligible Cash Award to be earned after the employee becomes a Participant,
the Participant’s initial Deferral Election and Distribution Election must be
filed on a date that is not later than 30 days following the date the
Participant first becomes eligible to participate in the Plan.  The
Deferral Election and Distribution Election will become irrevocable on the date
30 days following the date of initial eligibility.  Such elections for
the initial calendar year of participation shall only be effective for the
portion of a Participant’s Eligible Cash Award earned with respect to services
performed after the Deferral Election becomes irrevocable, which portion shall
be equal to the total amount of the Eligible Cash Award, multiplied by the ratio
of the number of days remaining in the performance period after the date that
the Deferral Election becomes irrevocable over the total number of days in the
performance period.  If a Participant 

       

      
        
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4 -

        

        
          
          

          
            

          

        

        
          
          

        

      

      fails to
make a Deferral Election within 30 days of initial eligibility to participate,
then such Participant may make an initial Deferral Election and Distribution
Election only with respect to Eligible Cash Awards for subsequent performance
periods, in accordance with subsections 2.2 and 2.3.  

       

      2.5 Prior Plan
Elections.  Participant
elections with respect to Grandfathered Benefits shall be governed by the terms
of the Plan as in effect on October 3, 2004.

       

      


       

      SECTION
3

      Stock Units, Dividend Equivalents and
Account

       

      3.1 Stock
Units.  Subject
to the terms and conditions of the Plan, a Participant who has filed a Deferral
Election with respect to any Eligible Cash Award shall have credited to his
Account (as described in subsection 3.3), at the time set forth in subsection
3.3, the number of “Stock Units” determined in accordance with subsection 3.3(a)
based on the amount of the Eligible Cash Award that he has elected to forgo, and
shall receive shares of Stock equal to the number of Stock Units so credited to
him at the date(s) determined in accordance with Section 4.

       

      3.2 Dividend
Equivalents.  As
of each Stock dividend date, a Participant who is credited with Stock Units
under the Plan shall be entitled to receive an amount equal to the amount of the
dividends that would have been paid by the Company on the number of shares of
Stock equal to the number of Stock Units credited to the Participant’s Account
on the record date for such dividend (“Dividend
Equivalents”).  Beginning January 1, 2009, Dividend Equivalents shall
be converted to Stock Units and credited to the Participant’s Account in
accordance with the provisions of subsection 3.3(b).  Prior to January
1, 2009, Dividend Equivalents shall be paid in either (a) cash as soon as
practicable after each dividend payment date, or (b), if so elected by the
Participant in his Deferral Election with respect to the Eligible Cash Award to
which the Dividend Equivalents are attributable, converted to Stock Units in
accordance with the provisions of subsection 3.3(b).

       

      Any
additional Stock Units credited to a Participant’s Account pursuant to this
subsection 3.2 shall be distributed at the same time and in the same form as the
Stock Units with respect to the Eligible Cash Award (and Dividend Equivalents
attributable to such award) to which such additional units are
attributable.  Notwithstanding the foregoing, if final distribution of
a Participant’s Account occurs between a Stock dividend record date and Stock
dividend payment date, the dividends attributable to such final record date
shall be paid in cash without deferral.

       

      3.3 Crediting and Adjustment of
Accounts.  A
bookkeeping account shall be established and maintained by the Company in the
name of each Participant under the Plan (the “Account”).  A
Participant’s Account shall be adjusted as follows:

       

      
        	
                (a)  

              	
                as
      of the first trading day following the end of each performance period, the
      Participant’s Account shall be credited with the number of Stock Units
      (and any fractional portion thereof) equal to the number obtained by
      dividing (i) the dollar amount of such Eligible Cash Award which is
      subject to a Deferral Election, if any, and which would have been paid to
      the Participant in cash but for
his 

              


      

       

      
        
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                Deferral
      Election, by (ii) the “Fair Market Value” (as defined below) of a
      share of Stock on the first trading day following the end of the
      performance period to which such Eligible Cash Award
      relates;

              


      

       

      
        	
                (b)  

              	
                as
      of the dividend payment date for any dividend paid on Stock, the Account
      of each Participant shall be credited with that number of additional Stock
      Units which is equal to the number obtained by multiplying (i) the number
      of Stock Units credited to the Participant’s Account as of the dividend
      record date, by (ii) the amount of the cash dividend or the fair market
      value (as determined by the Committee) of any dividend payable in kind on
      a share of Stock as of that date, and by dividing that product by the Fair
      Market Value of a share of Stock on the dividend payment
    date;

              


      

       

      
        	
                (c)  

              	
                as
      of the date on which shares of Stock are distributed to or on behalf of
      the Participant in accordance with Section 4, the Participant’s Account
      shall be reduced by an equal number of Stock Units;
  and

              


      

       

      
        	
                (d)  

              	
                in
      the event of any merger, consolidation, reorganization, recapitalization,
      spin-off, stock split, reverse stock split, rights offering, exchange or
      other change in the corporate structure or capitalization of the Company
      affecting the Stock, each Participant’s Account shall be adjusted in such
      equitable manner as the Committee shall determine in its sole
      judgment.

              


      

       

      For
purposes of the Plan, the “Fair Market Value” of a share of Stock as of any date
shall be the closing market composite price regular trading for such Stock as
reported for the New York Stock Exchange - Composite Transactions on that date
or, if Stock is not traded on that date, on the next preceding date on which
Stock was traded.

       

      SECTION
4

      Distributions

       

      4.1 Payment Date.

       

      
        	
                (a)  

              	
                Subject
      to the following provisions of this Section 4, distribution of a
      Participant’s Account or portion of a Participant’s Account shall
      commence:

              


      

       

      
        	 	
                (i)  

              	
                if
      payable pursuant to subsection 4.1(b)(i) or subsection
      4.1(b)(iii), on the 90th
      day after the last day of the deferral period below applicable to such
      award; and

              


      

       

      
        	 	
                (ii)  

              	
                if
      payable pursuant to subsection 4.1(b)(ii), on the first business day of
      the seventh month after the Participant’s Separation from
      Service;

              


      

              

                   
in each case, the “Payment Date”. 

       

      
        	
                (b)  

              	
                The
      last day of the deferral period with respect to a Participant’s Account or
      portion of a Participant’s Account shall be the first to occur
      of:

              


      

       

      
        
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                (i)  

              	
                A
      date specified by the Participant in his Deferral Election that is the
      third (or later) anniversary of the last day of the performance period to
      which the Eligible Cash Award
relates;

              


      

       

      
        	 	
                (ii)  

              	
                the
      Participant’s Separation from Service;
or

              


      

       

      
        	 	
                (iii)  

              	
                the
      Participant’s death.

              


      

       

      4.2 Payment of Account.  Subject
to subsections 4.5 and 4.6, the Stock Units credited to a Participant’s Account
attributable to Non-Grandfathered Benefits shall be distributed to the
Participant or, in the event of his death, to his Beneficiary (as described in
subsection 4.5), commencing on the relevant Payment Date in accordance with the
following.  If the Account or a portion of the Account becomes payable
pursuant to subsection 4.1(b)(i), then payment of the relevant portion shall be
made in a single payment in accordance with subsection 4.3.  If the
Participant’s Account becomes payable pursuant to the Participant’s Termination
Date (subsections 4.1(b)(ii) or (iii)), then payment of the entire Account shall
be made in accordance with the Distribution Election, either as a single payment
in accordance with subsection 4.3 or in installment payments pursuant to
subsection 4.4.

       

      4.3 Single
Payment.  In
accordance with the applicable Distribution Election, a single payment shall be
made on the Payment Date of whole shares of Stock and cash in lieu of any
fractional share of Stock, determined as follows:

       

      
        	
                (a)  

              	
                the
      number of shares of Stock to be distributed shall be equal to the number
      determined by rounding to the next lower integer the number of Stock Units
      to be distributed; and

              


      

       

      
        	
                (b)  

              	
                any
      fractional portion of a Stock Unit shall be distributed in cash in an
      amount determined by multiplying such fractional portion by the Fair
      Market Value of a share of Stock on the Payment
  Date.

              


      

       

      4.4 Installment
Payments.  In
accordance with the applicable Distribution Election, and if a Participant’s
Payment Date occurs due to his Termination Date, annual installments (not
exceeding 15) shall commence distribution on the Payment Date, subject to the
following:

       

      
        	
                (a)  

              	
                Installment
      payments made after the first installment payment shall be distributed not
      more than 90 days after the first business day in each calendar year
      following the calendar year in which his Payment Date occurs, until the
      remaining installment payments are
exhausted.

              


      

       

      
        	
                (b)  

              	
                The
      number of shares of Stock to be distributed in each installment shall be
      the number of shares determined by rounding to the next lower integer
      the product of:

              


      

       

      
        	 	
                (i)  

              	
                the
      number of Stock Units subject to an installment payment Distribution
      Election then credited to the Participant’s Account, multiplied
      by

              


      

       

      
        	 	
                (ii)  

              	
                a
      fraction, the numerator of which is one and the denominator of which is
      the number of remaining installments (including such
    payment).

              


      

       

      
        
          -
7 -

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
          	
                    

                	
                  The value (based on the Fair Market Value of a
      share of Stock on the date on which the last installment payment is made)
      of any fractional Stock Unit remaining after all distributions have been
      made to the Participant shall be distributed to or on behalf of the
      Participant in cash with the last installment
  payment.

                


        

         

      

      
        	
                (c)  

              	
                Notwithstanding
      a Participant’s Distribution Election, if the Participant’s Account
      balance (and any other nonqualified deferred compensation benefit that
      must be aggregated with the Plan pursuant to Treas. Reg. Section
      1.409A-1(c)(2)) does not exceed the limit in effect under Code Section
      402(g), determined as of the Termination Date ($15,500 in 2008) based on
      the Fair Market Value as of such date, the Participant’s Account shall be
      paid to the Participant or Beneficiary, as applicable, in a single payment
      in accordance with the provisions of subsection
  4.3.

              


      

       

      4.5 Payments to Beneficiaries In
the Event of Death.  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 Account shall
be distributed to each such Beneficiary per capita (with cash distributed in
lieu of any fractional share of Stock).  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.

       

      If the
Participant dies before his Account has been fully distributed, payment of his
Account balance shall be made in accordance with his Distribution Election, to
his Beneficiary.  Pending complete distribution of all amounts to
which a Participant is entitled under the Plan, the Participant’s Account shall
continue to be adjusted in accordance with subsection 3.3 of the Plan, and
Dividend Equivalents payable with respect to Stock Units credited to the
Participant’s Account shall be paid in cash to the Participant’s Beneficiary or
credited to the Participant’s Account as additional Stock Units in accordance
with subsection 3.2.

       

      4.6 Payments Without a
Distribution Election.  In
any situation in which the Committee is unable to determine the method of
payment because of an incomplete, unclear or uncertain Distribution Election or
if no Distribution Election is on file, then distribution shall be made in a
single payment in accordance with subsection 4.3, as of the earlier
of:

       

      
        	
                (a)  

              	
                on
      the first business day of the seventh month after the Participant’s
      Separation from Service; or

              


      

       

      
        	
                (b)  

              	
                the
      90th
      day after the Participant’s death.

              


      

       

      
        
          -
8 -

        

        
          
          

          
            

          

        

        
          
          

        

      

      Payment
of Grandfathered Benefits will be determined under the terms of the Plan as in
effect on October 3, 2004.

       

      4.7 Change in
Control.  In
the event of a Change in Control (as defined below), the Participant shall
receive a lump sum cash distribution equal to the closing market price per share
of Stock as of the date of the Change in Control multiplied by the number of
Stock Units attributable to Non-Grandfathered Benefits in the Participant’s
Account.  Such distribution shall be made to the Participant
regardless of any elections that may otherwise be applicable under the Plan, and
shall be made as soon as practicable after the date of such Change in Control,
but in no event later than 15 days after the occurrence of such Change in
Control.  Payments under this subsection shall be in lieu of any
amounts that would otherwise be payable after the date as of which the
Participant’s Account balance is determined for purposes of payment under this
subsection.

       

      “Change
in Control” means the occurrence of a “change in the ownership,” a “change in
the effective control” or a “change in the ownership of a substantial portion of
the assets” of an entity, as determined in accordance with this subsection
4.7.  In determining whether an event shall be considered a “change in
the ownership,” a “change in the effective control” or a “change in the
ownership of a substantial portion of the assets” of an entity, the following
provisions shall apply:

       

      
        	
                (a)  

              	
                A
      “change in the ownership” of the Company shall occur on the date on which
      any one person, or more than one person acting as a group (within the
      meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
      1934, as amended (a “Person”)), acquires ownership of the equity
      securities of the Company that, together with the equity securities held
      by such Person, constitutes more than 50% of the total fair market value
      or total voting power of the Company, as determined in accordance with
      Treas. Reg. §1.409A-3(i)(5)(v).  If a Person is considered
      either to own more than 50% of the total fair market value or total voting
      power of the equity securities of the Company, or to have effective
      control of the Company within the meaning of subsection 4.7(b), and such
      Person acquires additional equity securities of the Company, the
      acquisition of additional equity securities by such Person shall not be
      considered to cause a “change in the ownership” of the
      Company.

              


      

       

      
        	
                (b)  

              	
                A
      “change in the effective control” of the Company shall occur on either of
      the following dates:

              


      

       

      
        	 	
                (i)  

              	
                The
      date on which any Person, acquires (or has acquired during the 12-month
      period ending on the date of the most recent acquisition by such Person)
      ownership of stock of the Company possessing 30% or more of the total
      voting power of the Company’s equity securities, as determined in
      accordance with Treas. Reg. §1.409A-3(i)(5)(vi).  If a Person is
      considered to possess 30% or more of the total voting power of the
      Company’s equity securities, and such Person acquires additional stock of
      the Company, the acquisition of additional stock by such Person shall
      not

              


      

       

      
        
          -
9 -  

        

        
           


          
            

          

        

        
           


        

      

        be
considered to cause a “change in the effective control” of the
Company;

       

       
or

       

      
        	 	
                (ii)  

              	
                The
      date on which a majority of the members of the Board is replaced during
      any 12-month period by directors whose appointment or election is not
      endorsed by a majority of the members of the Board before the date of the
      appointment or election, as determined in accordance with Treas. Reg.
      §1.409A-3(i)(5)(vi).

              


      

       

      
        	
                (c)  

              	
                A
      “change in the ownership of a substantial portion of the assets” of the
      Company shall occur on the date on which any one Person acquires (or has
      acquired during the 12-month period ending on the date of the most recent
      acquisition by such Person) assets from the Company that have a total
      gross fair market value equal to or more than 40% of the total gross fair
      market value of all of the assets of the Company immediately before such
      acquisition or acquisitions, as determined in accordance with Treas. Reg.
      §1.409A-3(i)(5)(vii).  A transfer of assets shall not be treated
      as a “change in the ownership of a substantial portion of the assets” when
      such transfer is made to an entity that is controlled by the holders of
      the Company’s equity securities, as determined in accordance with Treas.
      Reg. §1.409A-3(i)(5)(vii)(B).

              


      

       

      
        	
                (d)  

              	
                Notwithstanding
      the foregoing, the following acquisitions shall not constitute a Change in
      Control: (i) an acquisition by the Company or entity controlled by the
      Company, or (ii) an acquisition by an employee benefit plan (or related
      trust) sponsored or maintained by the Company or any entity controlled by
      the Company.

              


      

       

      
        	
                (e)  

              	
                For
      purposes of this subsection 4.7, (i) the term “Company” shall mean Nicor
      Inc. and shall include any Successor to Nicor Inc.; and (ii) the term
      “Successor to Nicor Inc.” shall mean any corporation, partnership, joint
      venture or other entity that succeeds to the interests of Nicor Inc. by
      means of a merger, consolidation, or other restructuring that does not
      constitute a Change in Control.

              


      

       

      4.8 Payment
Delays.  If
due to administrative reasons the Participant’s Account or portion of the
Participant’s Account cannot be distributed on the date otherwise payable under
this Section 4, then such Account balance shall be distributed as soon as
practicable thereafter, but no later than December 31st of the
calendar year in which such distribution is otherwise payable (or the 15th day
of the third calendar month following the date otherwise payable, if
later).

       

      


       

      SECTION
5

      Committee

       

      5.1 Membership.  The
authority to manage and control the operation and administration of the Plan
shall be vested in the Compensation Committee of the Company’s 

       

      
        
          -
10 -

        

        
          
          

          
            

          

        

        
          
          

        

      

      Board of
Directors (the “Committee”).  Except as otherwise specifically
provided in this Section 5, 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.

       

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

       

      
        	
                (a)  

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

              


      

       

      
        	
                (b)  

              	
                Adopt,
      and apply in a uniform and nondiscriminatory manner to all persons
      similarly situated, such rules of procedure and regulations as, in its
      opinion, may be necessary for the proper and efficient administration of
      the Plan, and as are consistent with the provisions of the
      Plan;

              


      

       

      
        	
                (c)  

              	
                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;

              


      

       

      
        	
                (d)  

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

              


      

       

      
        	
                (e)  

              	
                Direct
      all benefit payments under the
Plan;

              


      

       

      
        	
                (f)  

              	
                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;

              


      

       

      
        	
                (g)  

              	
                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;

              


      

       

      
        	
                (h)  

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

              


      

       

      
        	
                (i)  

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

              


      

       

      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, the Stock Plans and the Long-Term Plans under Rule 16b-3
promulgated under the Securities Exchange Act of 1934, as amended (“Rule
16b-3”).  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.

       

      5.3 Delegation by
Committee.  The
Committee may allocate all or any part of its 

       

      
        
          -
11 -

        

        
          
          

          
            

          

        

        
          
          

        

      

      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.

       

      5.4 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.

       

      5.5 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.

       

      5.6 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 5.6, the term “Committee” includes both the
Committee and members of the compensation committee of the Participant’s
employer.

       

      SECTION
6

      Amendment and
Termination

       

      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; provided, however, that no amendment, suspension or termination
shall:

       

      
        	
                (a)  

              	
                be
      made without shareholder approval to the extent such approval is required
      by law, agreement or the rules of any exchange or automated quotation
      system upon which the Stock is listed or
quoted;

              


      

       

      
        
          -
12 -

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                (b)  

              	
                materially
      alter or impair the rights of a Participant under the Plan without the
      consent of the Participant with respect to Stock Units already credited
      hereunder; or

              


      

       

      
        	
                (c)  

              	
                make
      any change that would disqualify the Plan or any other plan of the Company
      intended to be so qualified from the exemption provided by Rule
      16b-3.

              


      

       

      SECTION
7

      Code Section
409A

       

      7.1 Section 409A
Compliance.  To
the extent applicable, this amended and restated Plan shall be interpreted in
accordance with Internal Revenue Code Section 409A and Department of Treasury
regulations and other interpretive guidance issued thereunder.  If the
Company determines that any compensation or benefits payable under this Plan do
not comply with Code Section 409A and related Department of Treasury guidance,
the Company shall amend the Plan or take such other actions as the Company deems
necessary or appropriate to comply with the requirements of Code Section 409A
while preserving the economic agreement of the parties.

       

      7.2 Special
Distribution.  Any
other provision of the Plan to the contrary notwithstanding, in the event that
the IRS prevails in its claims that amounts contributed to the Plan, and/or
earnings thereon, constitute taxable income to the Participant or his
Beneficiary for any taxable year of his, prior to the taxable year in which such
contributions and/or earnings are distributed to the Participant or Beneficiary,
or in the event that legal counsel satisfactory to the Company, the trustee and
the applicable Participant or Beneficiary renders an opinion that the IRS would
likely prevail in such a claim, the amount subject to such income tax shall be
immediately distributed to the Participant or Beneficiary.

       

      


       

      


       

      


       


      
        
          -
13 -  

        

        
           


          
            

          

        

        
           


        

      


      APPENDIX
A

       

      DEFINED
TERMS

       

      
        	 	
                3.3

              	
                Account

              
	 	
                1.1

              	
                Annual
      Plan

              
	 	
                4.5

              	
                Beneficiary

              
	 	
                4.7

              	
                Change
      in Control

              
	 	
                2.2(d)

              	
                Code

              
	 	
                5.1

              	
                Committee

              
	 	
                1.1

              	
                Company

              
	 	
                2.2(a)

              	
                Deferral
      Election

              
	 	
                2.2.(c)

              	
                Distribution
      Election

              
	 	
                3.2

              	
                Dividend
      Equivalents

              
	 	
                1.1

              	
                Effective
      Date

              
	 	
                2.2(c)

              	
                Eligible
      Cash Award

              
	 	
                3.3

              	
                Fair
      Market Value

              
	 	
                1.1

              	
                Grandfathered
      Benefits

              
	 	
                1.1

              	
                Incentive
      Plan

              
	 	
                1.1

              	
                Long-Term
      Plan

              
	 	
                1.1

              	
                Non-Grandfathered
      Benefits

              
	 	
                2.1

              	
                Participant

              
	 	
                4.1(a)

              	
                Payment
      Date

              


      

       

      
        
          -
14 -

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        
          	 	
                  1.1

                	
                  Plan

                
	 	
                  5.2

                	
                  Rule
      16b-3

                
	 	
                  2.2(d)

                	
                  Separation
      from Service

                
	 	
                  1.1

                	
                  Stock

                
	 	
                  1.3

                	
                  Stock
      Plans

                
	 	
                  3.1

                	
                  Stock
      Units

                
	 	
                  2.2(d)

                	
                  Termination
      Date

                
	 	
                  1.1

                	
                  The
      1989 Plan

                
	 	
                  1.1

                	
                  The
      1997 Plan

                
	 	
                  1.1

                	
                  The
      2006 Plan

                




      

       

      


       


      
        
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