nicorincsuppseniorofficerret.htm


    Nicor Inc.

    Form 8-K

    Exhibit 10.5

     

    
 

     

     

     

     

    
 

    Nicor, Inc. Supplemental
Senior Officer Retirement Plan

    


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

    


     

    


     

    


     

     

     

    


     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    TABLE
OF CONTENTS

     

    Page

     

     

    
      	
              SECTION
      1 GENERAL

            	 -
      1 -


    

     

    
      	
               
      

            	
              1.1

            	
              History,
      Purpose and Effective Date 

            	
              - 1
-

            


    

    
      	
               
      

            	
              1.2

            	
              Source
      of Benefit Payments 

            	
              - 1
-

            


    

    
      	
               
      

            	
              1.3

            	
              Affiliate 

            	
              - 1
-

            


    

    
      	
               
      

            	
              1.4

            	
              Plan
      Year 

            	
              - 2
-

            


    

    
      	
               
      

            	
              1.5

            	
              Limitations
      on Provisions 

            	
              - 2
-

            


    

    
      	
               
      

            	
              1.6

            	
              Definitions,
      References 

            	
              - 2
-

            


    

     

    
      	
              SECTION
      2 PARTICIPATION

            	 -
      2 -


    

     

    
      	
               
      

            	
              2.1

            	
              Eligibility
      to Participate 

            	
              - 2
-

            


    

    
      	
               
      

            	
              2.2

            	
              Plan
      Not Contract of Employment 

            	
              - 2
-

            


    

    
      	
               
      

            	
              2.3

            	
              Ineligible
      Employees 

            	
              - 2
-

            


    

     

    
      	
              SECTION
      3 CONTRIBUTIONS

            	 -
      3 -


    

     

    
      	
               
      

            	
              3.1

            	
              Participant
      Account 

            	
              - 3 -

            
	 	3.2 	Contributions 	 -
      3 -


    

    
    

    
      	
               
      

            	
              3.3

            	
              Timing
      of Contributions 

            	
              - 3
-

            


    

     

    
      	
              SECTION
      4 ACCOUNTING

            	 -
      4 -


    

     

    
      	
               
      

            	
              4.1

            	
              Allocation
      and Crediting of Contributions 

            	
              - 4
-

            


    

    
      	
               
      

            	
              4.2

            	
              Investment
      Options 

            	
              - 4
-

            


    

     

    
      	
              SECTION
      5 VESTING AND FORFEITURE

            	 -
      5 -


    

     

    
      	
               
      

            	
              5.1

            	
              Vesting
      of Accounts 

            	
              - 5
-

            


    

    
      	
               
      

            	
              5.2

            	
              Accelerated
      Vesting 

            	
              -
      5 -

            


    

    
      	
               
      

            	
              5.3

            	
              Forfeitures 

            	
              -
      5 -

            


    

     

    
      	
              SECTION
      6 PAYMENT OF PLAN BENEFITS

            	 -
      5 -


    

     

    
      	
               
      

            	
              6.1

            	
              Distribution
      on Separation from Service 

            	
              - 5
-

            


    

    
      	
               
      

            	
              6.2

            	
              Method
      of Distribution 

            	
              - 6
-

            


    

    
      	
               
      

            	
              6.3

            	
              Distribution
      Election 

            	
              - 6
-

            


    

    
      	
               
      

            	
              6.4

            	
              Distributions
      of Small Accounts 

            	
              - 7
-

            


    

    
      	
               
      

            	
              6.5

            	
              Distributions
      To Persons Under Disability 

            	
              - 7 -

            
	 	6.6 	Beneficiary 	 -
      7 -


    

    
    

    
      	
               
      

            	
              6.7

            	
              Separation
      from Service 

            	
              - 7
-

            


    

    
      	
               
      

            	
              6.8

            	
              Accelerated
      Vesting and Distribution 

            	
              - 8
-

            


    

    
      	
               
      

            	
              6.9

            	
              Change
      in Control 

            	
              - 8
-

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              SECTION
      7 COMMITTEE

            	 -
      9 -


    

     

    
      	
               
      

            	
              7.1

            	
              Membership 

            	
              -
      9 -

            


    

    
      	
               
      

            	
              7.2

            	
              Powers
      of Committee 

            	
              - 9
-

            


    

    
      	
               
      

            	
              7.3

            	
              Delegation
      by Committee 

            	
              - 10
-

            


    

    
      	
               
      

            	
              7.4

            	
              Information
      to be Furnished to Committee 

            	
              - 10
-

            


    

    
      	
               
      

            	
              7.5

            	
              Committee’s
      Decision Final 

            	
              -
      10 -

            


    

    
      	
               
      

            	
              7.6

            	
              Liability
      and Indemnification of the Committee 

            	
              -
      11 -

            


    

     

    
      	
              SECTION
      8 AMENDMENT AND TERMINATION

            	 -
      11 -


    

     

     

    
      	
              SECTION
      9 CLAIMS PROCEDURES

            	 -
      11 - 


    

     

     

    
      	
              SECTION
      10 MISCELLANEOUS

            	 -
      12 -


    

     

    
      	
               
      

            	
              10.1

            	
              Nonalienation
      of Benefits 

            	
              - 12
-

            


    

    
      	
               
      

            	
              10.2

            	
              Offset
      of Benefits 

            	
              - 12
-

            


    

    
      	
               
      

            	
              10.3

            	
              Taxes
      and Withholding 

            	
              - 12
-

            


    

    
      	
               
      

            	
              10.4

            	
              Tax
      Consequences not Guaranteed 

            	
              - 12
-

            


    

    
      	
               
      

            	
              10.5

            	
              Gender
      and Number 

            	
              - 12 -


            


    

    
      	
               
      

            	
              10.6

            	
              Notices 

            	
              - 12
-

            


    

    
      	
               
      

            	
              10.7

            	
              Action
      by Employers 

            	
              - 12
-

            


    

    
      	
               
      

            	
              10.8

            	
              Applicable
      Laws 

            	
              - 13
-

            


    

    
      	
               
      

            	
              10.9

            	
              Successors 

            	
              -
      13 -

            
	 	10.10 	Special
      Distribution 	 -
      13 -
	 	10.11 	Code
      Section 409A 	 -
      13 -


    

    
    

    
    

     

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    Nicor,
Inc. Supplemental Senior Officer Retirement Plan

     

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

     

    SECTION
1

     

    General

     

    1.1 History, Purpose and
Effective Date.  Nicor,
Inc. (the “Company”) established the Nicor, Inc. Supplemental Senior Officer
Retirement Plan (the “Plan”) so that it can provide deferred compensation to or
on behalf of its eligible employees and those of its Affiliates which, with the
consent of the Company, adopt the Plan. The Plan was originally effective as of
January 1, 2002, but is hereby amended and restated effective January 1,
2008(the “Effective Date”) with respect to (i) amounts deferred after December
31, 2004, and (ii) amounts deferred prior to December 31, 2004, which were
unvested as of December 31, 2004.  The provisions of this amended and
restated Plan do not 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, as well as the interest earned thereon (“Grandfathered Benefits”) and
the terms of the Plan as in existence on October 3, 2004 shall apply to
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.   The
Company and any Affiliate of the Company which adopts the Plan, with the consent
of the Company, for the benefit of its eligible employees are referred to below,
collectively, as the “Employers” and individually as an “Employer.” This Plan is
intended to constitute a non-qualified, unfunded plan for federal tax purposes
and for purposes of Title I of ERISA.

     

    1.2 Source of Benefit
Payments.  The
amount of any benefit payable under the Plan shall be paid from the general
assets of the Employer with respect to whose former employee the benefit is
payable. If a Participant (as defined in subsection 2.1) has been employed by
more than one Employer, the portion of his Plan benefit payable by each such
Employer shall be equal to that portion of his Account (as defined in subsection
3.1) proportionately attributable to the contributions made by each Employer. An
Employer’s obligation under the Plan shall be reduced to the extent that any
amounts due under the Plan are paid from one or more trusts, the assets of which
are subject to the claims of general creditors of the Employer or any affiliate
thereof; provided, however, that, nothing contained in the Plan, and no action
taken pursuant to its provisions, shall create or be construed to create, or
require the creation of, a trust of any kind, or a fiduciary relationship
between the Company or any Affiliate and any employee or other person. To the
extent any person acquires a right to receive a payment from an Employer under
the Plan, such right shall be no greater than that of an unsecured general
creditor of such Employer. Nothing contained herein shall constitute a guarantee
by any of the Employers that the assets of such Employer will be sufficient to
pay the benefits to any Participant.

     

    1.3 Affiliate.  The term “Affiliate”
means any company during any period in which it owns at least 50% of the voting
power of all classes of stock of the Company entitled to vote; and any company
during any period in which at least 50% of the voting power of all classes of
stock of the company entitled to vote is owned directly or indirectly by the
Company or any other Affiliate.

     

    
      
        -
1 -

      

      
        
        

        
          

        

      

      
        
        

      

    

    1.4 Plan Year.  The “Plan Year” shall be
the calendar year.

     

    1.5 Limitations on
Provisions.  The provisions of the
Plan and the benefits provided hereunder shall be limited as described
herein.

     

    1.6 Definitions,
References.  Capitalized
terms shall be defined as set forth in the Plan.

     

    SECTION
2

     

    Participation

     

    2.1 Eligibility to
Participate.  For
purposes of this Plan, the term “Eligible Employee” shall mean an employee of an
Employer hired on or after January 1, 1998, who is individually designated by
the Committee (as defined in Section 7) or who is a member of a group designated
by the Committee.  Subject to the terms and conditions of the Plan, an
Eligible Employee shall become a “Participant” in the Plan for any Plan Year in
accordance with the following:

     

    
      	 	
              (a)  

            	
              All
      Eligible Employees who were Participants on the Effective Date will
      continue as Participants in the Plan on the Effective Date;
      and

            


    

     

    
      	 	
              (b)  

            	
              All
      other Eligible Employees will enter the Plan on the first day of the
      calendar month following qualification through attainment of a position
      designated by the Committee as eligible to participate in the Plan or the
      specific selection of such employee by the
  Committee.

            


    

     

    Once an
Eligible Employee becomes a Participant in the Plan, he shall remain a
Participant so long as he has an Account balance under the Plan.

     

    2.2 Plan Not Contract of
Employment.  The
Plan does not constitute a contract of employment, and participation in the Plan
will not give any employee the right to be retained in the employ of any
Employer nor any right or claim to any benefit under the Plan, unless such right
or claim has specifically accrued under the terms of the Plan.

     

    2.3 Ineligible
Employees.  Should
an employee cease to be an Eligible Employee as defined in Section 2.1, or the
Committee determines that participation by one or more Participants or
Beneficiaries shall cause the Plan as applied to any Employer to be subject to
Part 2, 3 or 4 of Title I of the Employee Retirement Income Security Act of
1974, as amended, then  eligibility for future Contributions under the
Plan will cease immediately.  All other provisions in the Plan
regarding distribution forms and dates, notional investment elections and
credits, and, distribution elections shall remain unchanged.

     

    
      
        -
2 -

      

      
        
        

        
          

        

      

      
        
        

      

    

    SECTION
3


     

    Contributions

     

    3.1 Participant
Account.  The
Committee shall maintain an “Account,” and such subaccounts as the Committee
deems necessary or appropriate, in the name of each person who is a
Participant.

     

    3.2 Contributions.  For
each Plan Year, provided that the Participant’s Separation from Service (as
defined in Section 6.7), other than due to Retirement or Disability (as defined
in Section 5.2), has not occurred prior to the last day of the Plan Year, an
amount equal to the Annual Deferral Percentage (defined below) times the
Participant’s Eligible Compensation (defined below) for such year shall be
contributed to the Participant’s Account under the plan (the “Contribution”). In
the event that the Participant’s Separation from Service is due to Retirement or
Disability, or the Participant dies during a Plan Year, then the Participant
will not be required to be employed as of the last day of the Plan Year in order
to qualify for a Contribution for such Plan Year. A Participant will be deemed
to have “Retired” if his or her Separation from Service occurs after the
Participant has both attained the age of 55 and has been employed by the
Company, or an Affiliate, for at least 10 years.  In addition, a
Participant may qualify for an additional Contribution pursuant to the terms of
an individual agreement, including but not limited to a Change in Control
Agreement between the Participant and the Company.

     

    For
purposes of determining the Contribution:

     

    
      	 	
              (a)  

            	
              the
      term “Annual Deferral Percentage” shall be a percentage amount determined
      in the sole discretion of the Committee and shall initially be set at six
      percent (6%) until such time that the Committee determines
      otherwise.

            


    

     

    
      	 	
              (b)  

            	
              the
      term “Eligible Compensation” shall mean the Participant’s total cash
      compensation received for the Plan Year, including Salary and Bonus, and
      any other components of compensation selected by the Committee from time
      to time; provided, however, that Eligible Compensation shall only include
      the foregoing compensation that is earned by the Participant during the
      period that the Participant was an Eligible Employee for such Plan
      year;

            


    

     

    
      	 	
              (c)  

            	
              the
      term “Salary,” means the regular basic cash remuneration paid by an
      Employer to a Participant for such period by reason of his employment with
      that Employer, including vacation pay, all as determined without regard to
      reductions to reflect contributions under a plan described in section 125
      of the Internal Revenue Code of 1986, as amended (the “Code”) and
      contributions under a cash or deferred arrangement described in section
      401 (k) of the Code, or any amount deferred under an unfunded,
      nonqualified plan maintained by the Employer, but excluding pre-paid
      salary increase advances, lump sum raise payments, bonuses, overtime pay,
      and any other kind of remuneration;
and

            


    

     

    
      	 	
              (d)  

            	
              the
      term “Bonus” means the gross annual bonus amount(s) payable to a
      Participant from the Employer’s annual incentive plan, if any, in effect
      for the 

            


    

     

    
      
        -
3 -

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               

            	
              Employer’s
      fiscal year coinciding with the Plan Year (but payable after the end of
      the Plan Year) otherwise payable in cash, and considered “wages” for FICA
      and federal income tax withholding; provided, however, that a
      Participant’s Bonus shall be determined without regard to any reduction to
      reflect contributions under a plan described in section 125 of the Code or
      contributions under a cash or deferred arrangement described in section
      401 (k) of the Code, or any amount deferred under an unfunded,
      nonqualified plan maintained by the
Employer.

            


    

     

    3.3 Timing of
Contributions.  Contributions
will be made by the Company as soon as practicable following the end of each
Plan Year, but not later than the last business day of March of such following
year; provided, however, in the event that a Participant’s Separation from
Service occurs due to Retirement or Disability, or the Participant dies, then
the Contribution with respect to such Participant for the Plan Year within which
the Separation from Service or death occurs shall be made prior to the
Distribution Date (defined below).

     

    SECTION
4


     

    Accounting

     

    4.1 Allocation and Crediting of
Contributions.  As
of each Accounting Date (defined below), the Committee shall adjust the Account
of each Plan Participant in the following manner and order:

     

    
      	 	
              (a)  

            	
              first, charge
      to each Participant’s Account the amount of any distributions that have
      been paid to or on behalf of the Participant since the last preceding
      Accounting Date pursuant to Section 6 that have not previously been
      charged;

            


    

     

    
      	 	
              (b)  

            	
              next, each
      Participant’s Account shall be credited for investment earnings or charged
      for investment losses that correspond to the investment return earned by
      the Investment Option designated by the Participant under Section 4.2;
      and

            


    

     

    
      	 	
              (c)  

            	
              next, credit to
      his Account the amount of the Contributions, if any, on behalf of the
      Participant since the last preceding Accounting Date that have not
      previously been credited.

            


    

     

    4.2 Investment
Options.

     

    
      	 	
              (a)  

            	
              The
      Committee will provide the Participants the opportunity to select, at the
      time and in the manner determined by the Committee from time to time, from
      one or more investment alternatives by which the Participant’s benefits
      under the Plan shall be determined (the “Investment
    Option”).

            


    

     

    
      	 	
              (b)  

            	
              The
      designation of one or more Investment Options by a Participant under this
      Section 4.2 shall be used solely to measure the amounts of investment
      earnings or losses that will be credited or charged to the Participant’s
      Account on the Employer’s books and records, and the Employer shall not be
      required under the Plan to establish any account in the similar Investment
      Option or to purchase any Investment Option shares on the Participant’s
      behalf.

            


    

     

    
      
        -
4 -

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	
              (c)  

            	
              The
      Investment Option may be valued as of the close each day the New York
      Stock Exchange is open for trading (“Accounting
  Date”).

            


    

     

    
      	 	
              (d)  

            	
              A
      Participant may elect to revise the Investment Options with respect to
      existing Account allocations or future Contributions at any time by
      notification to the Committee in the prescribed manner.  The
      Committee, however, retains the right to review and restrict transfer
      rights at any time.

            


    

     

    
      	 	
              (e)

            	
              If
      a Participant fails to make a proper designation of Investment Options,
      then his or her Accounts shall be deemed to be invested in the default
      Investment Option designated by the Committee from time to time in a
      uniform and nondiscriminatory
manner.

            


    

     

    SECTION
5


     

    Vesting And
Forfeiture

     

    5.1 Vesting of
Accounts.  A
Participant shall be fully vested in the value of his or her Account as of the
earlier of the third anniversary of the date the Participant first became an
Eligible Employee or the date of such Participant’s 60th birthday. The Committee
shall determine the date under this Section 5.1 on which a Participant becomes
fully vested in his or her Account.

     

    5.2 Accelerated
Vesting.  In
the event that the Participant dies or the Participant’s Separation from Service
occurs due to the Participant’s permanent Disability (“Disability” shall be as
defined in any applicable Employer-sponsored long-term disability program or, in
the absence of such program, as otherwise defined by the Committee), such
Participant’s Account shall become 100% vested as of such
termination.

     

    5.3 Forfeitures.  A
Participant who has an interest in his or her Account that is less than 100%
vested as of his or her Separation from Service shall forfeit to the Employer
the nonvested portion of such Account as of the date of such Separation from
Service.

     

    SECTION
6

     

    Payment Of Plan
Benefits

     

    6.1 Distribution on Separation from
Service.  Subject
to the following provisions of this Section 6, on the later of (i) on the first
business day of the seventh month following the Separation from Service, or (ii)
on the last business day of March of the year following the end of the Plan Year
within which the Separation from Service occurs (the “Distribution Date”),
payment of the Participant’s Account not attributable to Grandfathered Benefits
shall commence.

     

    Notwithstanding
the foregoing, if the Participant dies while in the employ of the Employers, his
Distribution Date shall be the last business day of March of the Plan Year
following the Plan Year in which his death occurred.

     

    
      
        -
5 -

      

      
        
        

        
          

        

      

      
        
        

      

    

    If due to
administrative reasons the Participant’s Account cannot be distributed on the
date otherwise payable under this Section 6, 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).  Grandfathered Benefits shall be paid in accordance with the
terms of the Plan as in effect on October 3, 2004.

     

    6.2 Method of
Distribution.

     

    
      	 	
              (a)  

            	
              Payment
      of the Participant’s Account (other than the Grandfathered Benefits) shall
      commence on the Distribution Date.

            


    

     

    
      	 	
              (b)  

            	
              A
      Participant shall elect, in accordance with the procedures established by
      the Committee and as provided in Section 6.3 below, to have his Account
      distributed in one of the following
forms:

            


    

     

    
      	 	
              (i)  

            	
              a
      single lump sum, or

            


    

     

    
      	 	
              (ii)  

            	
              quarterly
      or annual installments over 5 or 10
years.

            


    

     

    6.3 Distribution
Election.

     

    
      	 	
              (a)  

            	
              Each
      Participant shall within 30 days of commencement of participation in the
      Plan (or for Participants on the Effective Date, by December 31, 2008
      under the transition rules of Code Section 409A) file an election as to
      the distribution of his Account (other than the Grandfathered Benefits)
      under Section 6.2(b).  Except as otherwise provided in this
      Section 6.3, such election shall be irrevocable as of the 30th
      day following the date the Participant first becomes eligible to
      participate in the Plan (or for Participants on the Effective Date,
      such transition rules election shall become irrevocable on December 31,
      2008).  Participant elections with respect to Grandfathered
      Benefits shall be governed by the terms of the Plan as in effect on
      October 3, 2004.

            


    

     

    
      	 	
              (b)  

            	
              In
      the event a Participant fails to elect a form of distribution, such
      Participant’s Account shall be paid in annual installments over 10 years,
      with the first installment being made as of the Distribution
      Date.

            


    

     

    
      	 	
              (c)  

            	
              A
      Participant may modify his distribution election with respect to the form
      of payment of his Account (other than Grandfathered Benefits) and elect
      the date of payment, by filing a new distribution election in accordance
      with such procedures as may be established by the Committee, and subject
      to the following criteria:

            


    

     

    
      	 	
              (i)  

            	
              The
      election of the new form of payment shall have no effect until at least 12
      months after the date on which the election is
  made;

            


    

     

    
      	 	
              (ii)  

            	
              Distributions
      will not commence prior to five (5) years after the Participant’s
      Separation from Service;

            


    

     

    
      
        -
6 -

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	
              (iii)  

            	
              The
      election must be made at least 12 months
      prior to the Participant’s Separation from
  Service;

            


    

     

    
      	 	
              (iv)  

            	
              Distributions
      must commence by age 70, unless age 70 is less than five years following
      the Separation from Service, in which case, the distributions must
      commence five years following the Separation from Service;
    and

            


    

     

    
      	 	
              (v)  

            	
              Installment
      payments shall be treated as a single payment for purposes of Code Section
      409A.

            


    

     

    6.4 Distributions of Small
Accounts.  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 date of the
Participant’s Separation from Service or death ($15,500 in 2008), then the
Participant’s Account shall be paid to the Participant or Beneficiary, as
applicable, in a single lump sum payment in accordance with the provisions of
this Section 6.

     

    6.5 Distributions To Persons
Under Disability.  In
the event a Participant or his Beneficiary is declared incompetent and a
conservator or other person legally charged with the care of his person or of
his estate is appointed, any benefit to which such Participant or Beneficiary is
entitled under the Plan shall be paid to such conservator or other person
legally charged with the care of his person or of his estate.

     

    6.6 Beneficiary.  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 6.6, 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.

     

    6.7 Separation from
Service.  A
Participant’s “Separation from Service” is the date of termination of the
Participant’s services to the Company and all Affiliates, whether voluntarily or
involuntarily, other than by reason of death, as determined in accordance with
Treas. Reg. §1.409A-1(h).

     

    
      
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    6.8 Accelerated Vesting and
Distribution.  Notwithstanding
the foregoing, including any distribution elections previously made by
Participants, in the event of a Change in Control (defined below), all
Participant Account balances shall become fully vested immediately prior to such
Change in Control and the Account balance (not including Grandfathered Benefits)
of each Plan Participant shall be distributed in a lump sum as of the date of
such Change in Control, 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 (not including Grandfathered Benefits) is determined for purposes of
payment under this subsection. Grandfathered Benefits shall be paid in
accordance with the terms of the Plan as in effect on October 3,
2004.

     

    6.9 Change in
Control.  For
purposes of the Plan, “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 6.9.  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 6.9(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
      be considered to cause a “change in the effective control” of the Company;
      or

            


    

     

    
      
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              (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 6.9, (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.

            


    

     

    SECTION
7

     

    Committee

     

    7.1 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 Board of
Directors (the “Committee”).  Except as otherwise specifically
provided in this Section 7, 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.

     

    7.2 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;

            


    

     

    
      
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              (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.

            


    

     

    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.

     

    7.3 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.

     

    7.4 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.

     

    7.5 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

     

    
      
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    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.

     

    7.6 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 7.6, the term “Committee” includes both the
Committee and members of the compensation committee of the Participant’s
employer.

     

    SECTION
8


     

    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 subject to the provisions of the following
sentence, neither an amendment nor a termination shall adversely affect the
rights of any Participant or Beneficiary under the Plan.  The
Committee, by Plan amendment or termination, may prospectively modify or
eliminate the right to have Contributions credited to the Account of any
Participant. Notwithstanding the foregoing provisions of this Section 8, the
Committee may amend or terminate the Plan at any time, to take effect
retroactively or otherwise, as deemed necessary or advisable for purposes of
conforming the Plan to any present or future law, regulations or rulings
relating to plans of this or a similar nature. In the event of a Plan
termination, the Committee shall distribute Accounts (not including
Grandfathered Benefits) in accordance with the requirements of Treas. Reg.
§1.409A-3(j)(ix).

     

    SECTION
9


     

    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.

     

    
      
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    SECTION
10

     

    Miscellaneous

     

    10.1 Nonalienation of
Benefits.  Except
as may be required by law, benefits payable under the Plan are not subject in
any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, charge, garnishment, execution, or levy of any kind, whether
voluntary or involuntary. Any attempt to anticipate, alienate, sell, transfer,
assign, pledge, encumber, charge or otherwise dispose of any right to benefits
under the Plan shall be void.  Neither the Company nor any Affiliate
shall in any manner be liable for, or subject to, the debts, contracts,
liabilities, engagements or torts of any person entitled to benefits under the
Plan.

     

    10.2 Offset of
Benefits.  Notwithstanding
Section 10.1, if a Participant is indebted to the Company or any Affiliate at
any time when payments are to be made to the Participant under the provisions of
the Plan, the Company shall have the right to reduce the amount of payment to be
made to the Participant (or the Participant’s beneficiary) to the extent of such
indebtedness.  Any election by the Company not to reduce such payment
shall not constitute a waiver of its claim for such indebtedness.

     

    10.3 Taxes and
Withholding.  For
each Plan Year in which the Participant defers a portion of Compensation under
this Plan, the Employer will withhold from the Participant’s nondeferred
Compensation the Participant’s share of FICA and other employment taxes as may
be required by law. All distribution under the Plan are subject to withholding
of all applicable taxes.

     

    10.4 Tax Consequences not
Guaranteed.  The
Employers do not warrant that the Plan will have any particular tax consequence
for Participants or their beneficiaries and shall not be liable to them if tax
consequences they anticipate do not actually occur. None of the Employers,
individually or in the aggregate, shall have any obligations to indemnify a
Participant or beneficiary for lost tax benefits (or other damage or loss) in
the event benefits are cancelled as permitted herein or benefits are otherwise
distributed prior to the dates set forth in Section 6.

     

    10.5 Gender and
Number.  Where
the context admits, words in either gender shall include the other gender, words
in the singular shall include the plural and the plural shall include the
singular.

     

    10.6 Notices.  Any
notice or document required to be filed with the Committee under the Plan will
be properly filed if delivered or mailed by registered mail, postage prepaid, to
the Committee, in care of the Company, at its principal executive offices. Any
notice required under the Plan may be waived by the person entitled to
notice.

     

    10.7 Action by
Employers.  Any
action required or permitted to be taken under the Plan by any Employer which is
a corporation shall be by resolution of its Board of Directors, or by a person
or persons authorized by its Board of Directors. Any action required or
permitted to be taken by any Employer which is a partnership shall be by a
general partner of such partnership or by a duly authorized officer
thereof.

     

    
      
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    10.8 Applicable
Laws.  The
Plan shall be construed and administered in accordance with the laws of the
State of Illinois to the extent that such laws are not preempted by the laws of
the United States of America.

     

    10.9 Successors.  The
Plan shall be binding upon and inure to the benefit of the Company and any
successors of the Company. The Company will require any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Company to expressly assume
and agree to perform the Plan in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken
place.

     

    10.10 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.

     

    10.11 Code Section
409A.  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.

     

    


    
      
        
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