NICOR INC. FIRST AMENDMENT TO NICOR INC. 2009 LONG-TERM INCENTIVE PROGRAM

This Amendment (the “Amendment”) to the Nicor Inc. 2009 Long-Term Incentive Program is effective as of July 23, 2009.  All capitalized terms used in this Amendment but not defined herein shall have the meanings assigned to such terms in the Program (as defined below).

WHEREAS, Nicor Inc. (the “Company”) previously adopted the Nicor Inc. 2009 Long-Term Incentive Program (the “Program”) under the Nicor Inc. 2006 Long Term Incentive Plan.

WHEREAS, the compensation committee (the “Committee”) of the board of directors of the Company has determined that it is appropriate to amend the provisions of the Program as a result of the application of Section 457A of the Code to certain participants who have received awards under the Program;

NOW, THEREFORE, the Program is hereby amended as follows:

(a)           By amending and restating the first bullet under the heading “ How Performance Unit Payouts are Determined ” to read in full as follows:

“Except as provided under the heading “ Termination Provisions ” below, all performance units pay out at the end of a three-year performance period.  Payouts generally will be made as soon as practicable following the end of the performance period, but not later than Dec