TROPICAL SHIPPING COMPANY FIRST AMENDMENT TO LONG-TERM PERFORMANCE INCENTIVE PLAN

This Agreement amending the Tropical Shipping Company Long-Term Performance Incentive Plan is entered into between Tropical Shipping and Construction Company Limited (the “Company”) and Rick Murrell (the “Executive”) effective as of July 23, 2009 (the “Amendment”).  All capitalized terms used in this Amendment but not defined herein shall have the meanings assigned to such terms in the Plan (as defined below).

WHEREAS, the Company previously adopted the Tropical Shipping Company Long-Term Performance Incentive Plan, effective January 1, 2008 (the “Plan”);

WHEREAS, the Executive is the sole participant in the Plan;

WHEREAS, the Plan is administered by the compensation committee (the “Committee”) of the board of directors of Nicor Inc.; and

WHEREAS the Executive and the Committee have determined that it is appropriate to enter into the agreements with respect to the Plan as set forth herein as a result of the application of Section 457A of the Code to the Plan and the Executive;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1.   Amendment to the Plan .  The Plan is hereby amended as follows:

(a)    By deleting the provisions of the Plan under the heading “ Incentive Payment Deferral ,” including the paragraphs headed “ Deferral under the Nicor Stock Deferral Plan ” and “ Deferral under this Plan ” in their entirety and by deleting all references in the Plan to such provisions.

(b)    By amending and restating the provisions of the Plan under the heading “ Retirement, Death or Termination ” in its entirety to read as follows:

“The participant whose employment with the Company termi