Nicor Inc.
Form 10-K
Exhibit
10.54
FIRST AMENDMENT
TO
NICOR
INC.
DIRECTORS’
DEFERRED COMPENSATION PLAN
WHEREAS, NICOR Inc. (the “Company”)
previously established the NICOR Inc. Directors’ Deferred
Compensation Plan, as amended and restated effective as of January
1, 2008 (the “Plan”); and
WHEREAS, the Company desires to amend the Plan
in certain respects effective as of January 1, 2008.
NOW THEREFORE, the Plan is hereby amended as
follows:
I. Section 2 of the Plan is deleted
in its entirety and the following new Section 2 is substituted in
lieu thereof:
“SECTION 2.
Participation . A Director of the Company may
elect to defer the payment or portion thereof owed for
the:
(iii) awards
under the NICOR Inc. Directors Stock Value Plan made after January
1, 2008; or
(iv) any
combination of (i)-(iii) above.
Such election
must be communicated to the Company in writing prior to December 31
of the year prior to the term for which the Director may be
reelected. For a Director first elected or appointed to
the Board, such election shall be communicated to the Company in
writing within thirty (30) days of the date the Director is first
elected or appointed to the Board; provided such deferment shall
apply only to the compensation earned after such written election
is communicated to the Company. Once made an election
shall continue in force with respect to succeeding terms of the
Director’s service unless the Director shall advise the
Company in writing prior to December 31 of the year prior to the
year of reelection that he or she elects to terminate or change the
terms of such
deferment
effective with such reelection. In addition, such
election shall specify
