Third Amendment to the Northern Illinois Gas Company Directors Deferred Compensation Plan

As an alternative to an interest equivalent, a Director may elect to have all or any portion of his or her compensation converted into share units, each reflecting a share of NICOR Inc. (“NICOR”) common stock. If this alternative is elected, the Director’s deferred account will be credited with an amount per share unit equal to the per share dividends and distributions paid on the NICOR common stock during the period the share unit is in the deferred account, which amount shall in turn be converted into share units.  The Director’s right to the dividend equivalent shall accrue on the date the dividend is declared.    However, the number of share units credited to a Director’s account for both the deferred compensation and the dividend equivalents shall be determined on the basis of the closing market composite price for the NICOR common stock a s reported on the New York Stock Exchange Composite Transactions on the last trading day preceding the deferred compensation or dividend payment date. For Separations from Service, the share units in the Director’s account shall be converted to a cash equivalent based on the arithmetic average of the closing market composite prices for the NICOR common stock as reported on the New York Stock Exchange on

(i) the first trading day after the date the Director incurs a Separation from Service and (ii) each of the nineteen immediately preceding trading days.”