SECOND AMENDMENT TO NORTHERN ILLINOIS GAS COMPANY DIRECTORS? DEFERRED COMPENSATION PLAN

Form 10-K

Exhibit 10.58

SECOND AMENDMENT

TO

NORTHERN ILLINOIS GAS COMPANY

DIRECTORS’ DEFERRED COMPENSATION PLAN

WHEREAS, Northern Illinois Gas Company d/b/a Nicor 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 to provide for a one time election to receive in-service distributions.

NOW THEREFORE, the Plan is hereby amended by adding the following new Section 11:

“SECTION 11. One Time Withdrawal Election. Notwithstanding anything contained in this Plan to the contrary, a Director may prior to December 31, 2008 file pursuant to the election permitted under Section 2 for 2008, a one-time election to have all or any portion of the balance of his deferred compensation account as of December 31, 2008 (plus interest and dividend equivalents thereon) distributed and paid out to him in a lump sum on May 1, 2009 (the “Payment Date”). Such election shall include whether such distribution will be from amounts credited with the interest equivalent op