Nicor Gas Supplementary Savings Plan

1.1     History, Purpose and Effective Date .  Northern Illinois Gas Company (doing business as Nicor Gas Company, the “Company”) previously established the Nicor Companies Savings Investment Plan (previously known as the Nicor Gas Savings Investment Plan, the “Savings 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 Savings Plan.  Contrary to the desire of the Company, the amount of the contributions which may be made to the Savings Plan by or for the benefit of an employee under the Savings 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 Savings Plan (the “Plan”), effective as of January 1, 1983 and amended and restated effective January 1, 1999 as the Nicor Gas Supplementary Savings Plan, to ensure that affected individuals would receive benefits in an amount comparable to the amount that they would have received under the Savings Plan if certain limitations of the Code were not applicable to the Savings 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 Savings Plan”.  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”.

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.  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) attributable to his services performed with respect to 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 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 Savings Plan shall be paid solely in accordance with the terms and conditions of the Savings 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 Savings Plan.

1.8     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.

1.9     Definitions .

(a)     Accounting Date .  The “Accounting Date” shall be the last day of each calendar month and each other date specified by the Committee.

         (b)     Affiliate .  The term “Affiliate” means any corporation, trade or business during any period that it is, along with any Employer, a member of a controlled group of corporations or a controlled group of trades or businesses (as described in sections 414(b) and (c), respectively, of the Code).

(c)     Beneficiary .  “Beneficiary” shall have the meaning described in subsection 2.2.

     (d)     Installment Payment Period .  “Installment Payment Period” means the period of annual installment payments elected by the Participant in his Distribution Election in accordance with subsection 6.1(b), commencing on the Payment Date.

(e)     Payment Date .  “Payment Date” shall have the meaning described in subsection 3.2(b).

(f)     Plan Year .  The “Plan Year” shall be the calendar year.

     (g)     Separation from Service .  “Separation from Service” is the date of termination of the Participant’s services to his Employer and all Affiliates, whether voluntarily or involuntarily, as determined in accordance with Treas. Reg. § 1.409A-1(h).

(h)     Termination Date .  The term “Termination Date” will be the date of the Participant’s Separation from Service.

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 hereunder for periods thereafter, subject to the terms and conditions of the Plan.  Subject to the terms and conditions of the Plan, each employee of an Employer who is employed in an executive salary grade which has been designated by the Committee as eligible for participation in the Plan shall become a “Participant” in the Plan for any Plan Year in which the matched contributions or profit sharing contributions with respect to the eligible employee under the Savings Plan for any Plan Year are limited by section 401(k), 401(m), 415, 402(g) or 401(a)(17) of the Code.  Such eligible employee shall become a Participant on the first date after such employer matched contributions or profit sharing contributions are so limited in accordance with the rules established by the Committee.

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 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.  Except as otherwise specifically provided in this subsection 2.2, 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.

2.3     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.

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     Distribution Electio