Nicor Gas Supplementary Retirement Plan

Nicor Inc.

Form 8-K

Exhibit 10.11

Nicor Gas Supplementary Retirement Plan

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

TABLE OF CONTENTS

Page

Nicor Gas Supplementary Retirement Plan

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

SECTION 1

General

1.1   History, Purpose and Effective Date .  Northern Illinois Gas Company (doing business as Nicor Gas Company, the “Company”) previously established the Nicor Gas Retirement Plan (now Supplement E to the Nicor Companies Pension and Retirement Plan, the “Retirement Plan”) to provide retirement and other benefits to or on behalf of its eligible employees and those of its affiliates which, with the consent of the Company, adopt the Retirement Plan.  Contrary to the desire of the Company, the amount of the benefit payable to or on account of an employee under the Retirement Plan may be limited by reason of the application of certain provisions of the Internal Revenue Code of 1986, as amended (the “Code”).  Therefore, the Company previously established the NI-Gas Supplementary Retirement Plan (the “Plan”), effective as of January 9, 1980 and amended and restated effective January 1, 1999, to assure that affected individuals would receive total retirement and other benefits in an amount equal to the amount that they would have received under the Retirement Plan if certain limitations of the Code were not applicable to the Retirement Plan.  The following provisions constitute an amendment and restatement of the Plan, effective as of January 1, 2008 (the “Effective Date”), in the form of the “Nicor Gas Supplementary Retirement Plan (As Amended and Restated Effective as of January 1, 2008)”.  The Company and any affiliate of the Company which adopts the Plan for the benefit of its eligible employees are referred to below, collectively, as the “Employers” and individually as an “Employer”.

Notwithstanding any provisions of the Plan to the contrary, the provisions of the Plan in effect on October 3, 2004 apply with respect to those Plan benefits that were earned and vested within the meaning of Treas. Reg. §1.409A-6(a) as of December 31, 2004, as well as the actuarial increases in value thereon determined in accordance with Treas. Reg. §1.409A-6(a)(3)(i), with respect to (i) each Participant who Separated from Service (as defined in subsection 1.9) prior to or on December 31, 2007 and (ii) each Limited Participant (as defined in subsection 1.9) whose individual agreement provides for such grandfathering (“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   Source of Benefit Payments .  The amount of any benefit payable under the Plan shall be paid from the general revenues of the Employer with respect to whose former employee the benefit is payable; provided, however, that if a Participant (as defined in subsection 2.1) has been employed by more than one Employer, the portion of his Plan benefits payable by any such Employer shall be in proportion to the benefit he accrued under the Plan attributable to his period of service with that Employer.  The Company and any Employer may, but are not required by this Plan to, establish one or more trusts, the assets of which are subject to the claims of general creditors of the Employer or any affiliate thereof.  An Employer’s obligation under the Plan shall be reduced to the extent that any amounts due under the Plan are paid from any such trust.

1.3   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.

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

1.5   Notices .  Any notice or document required to be filed with the Committee (as defined in subsection 5.1) 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.

1.6   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.

1.7   Limitations on Provisions .  The provisions of the Plan and the benefits provided hereunder shall be limited as described herein.  Any benefit payable under the Retirement Plan shall be paid solely in accordance with the terms and conditions of the Retirement Plan and nothing in this Plan shall operate or be construed in any way to modify, amend, or affect the terms and provisions of the Retirement Plan.

1.8   Claims and Review 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.

1.9   Definitions .

SECTION 2

Participation

2.1   Eligibility to Participate .  Each person who was a Participant in the Plan immediately prior to the Effective Date shall continue as a Participant in this Plan for periods on and after Effective Date, subject to the terms and conditions of the Plan.  Subject to the terms and conditions of the Plan, each other employee of an Employer shall become a “Participant” in the Plan at the time that the amount of his retirement benefit under the Retirement Plan is limited by reason of the application of Section 415 of the Code or Section 401(a)(17) of the Code (and, in each case, the regulations and other guidance thereunder).  Subject to the following paragraph, no other person shall become a “Participant” in the Plan.

Subject to the terms and conditions of the Plan, an individual who is granted benefits under an individual agreement (including, but not limited to, a Change in Control Agreement) with the Company or, with the consent of the Company, an Employer, which individual agreement provides for the payment of retirement benefits or other deferred compensation, including benefits which are in addition to the benefits to which the individual would otherwise be entitled under the terms of the Retirement Plan, will be a “Participant” in the Plan solely for purposes of the benefits to be provided under the individual agreement and such individuals are sometimes referred to herein as “Limited Participants”.  Each Participant (or, to the extent applicable, his Beneficiary (as defined in subsection 2.2)) shall be entitled to receive the Supplemental Retirement Benefit, if any, determined in accordance with Section 3 hereof.

2.2   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 b