FIRST AMENDMENT TO NORTHERN ILLINOIS GAS COMPANY DIRECTORS' DEFERRED COMPENSATION PLAN

Executive Compensation Plan Agreement

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Nicor Gas Company | Northern Illinois Gas Company

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Title: FIRST AMENDMENT TO NORTHERN ILLINOIS GAS COMPANY DIRECTORS' DEFERRED COMPENSATION PLAN
Date: 2/25/2009

Nicor Gas Company

Form 10-K

Exhibit 10.08

FIRST AMENDMENT

NORTHERN ILLINOIS GAS COMPANY

DIRECTORS’ DEFERRED COMPENSATION PLAN

WHEREAS, Northern Illinois Gas Company (the “Company”) previously established the Northern Illinois Gas Company 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:

(i) retainers; or

(ii) meeting fees; or

(iii) any combination of (i)-(ii) above.

Such election must be communicated to the Company in writing prior to December 31 of the year prior to the term for

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