NICORINC. SECONDAMENDMENT TO NICORINC. STOCK DEFERRAL PLAN (GoverningPre-2005 Benefits)

 

 

 

 

This Amendment (the “Amendment”) to the Nicor Inc. Stock Deferral Plan governing pre-2005 benefits 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 Plan (as defined below).

 

WHEREAS, Nicor Inc. (the “Company”) adopted the Nicor Inc. Stock Deferral Plan, as amended and restated effective December 7, 1999 (the “Plan”).

 

WHEREAS, the Plan governs pre-2005 “Grandfathered Benefits” allowed under Section 409A of the Code;

 

WHEREAS, pursuant to Section 5 of the Plan, the compensation committee (the “Committee”) of the board of directors of the Company may from time to time amend the provisions of the Plan;

 

WHEREAS, the Committee has determined that it is appropriate to amend the provisions of the Plan as a result of the application of Section 457A of the Code to amounts deferred under the Plan by certain Participants;

 

NOW, THEREFORE, the Plan is hereby amended by adding a new SECTION 6 entitled “Code Section 457A” to read in its entirety as follows:

 

“8.1           Section 457A Compliance.  It is the intent of the Company that no amounts or awards may be deferred under this Plan if such amounts or awards are subject to taxation under Section 457A of the Code (“Section 457A”) prior to the taxable year in which such amounts or awards are distributed to Participants.  Accordingly, notwithstanding any provision of this Plan to the contrary, all Stock Units credited to a Disqualified Participant’s account, shall be distributed to such Participant no later than December 31, 2017, and each such Disqualified Participant shall be allowed to modify his or her Stock Payment Election accordingly, provided such change in Stock Payment Election is in writing and effective on or before December 31, 2011.  If no new Stock Payment Election is filed in writing prior to December 31, 2011, or such changed Stock Payment Election provides for distribution of the Disqualified Participant’s Stock Units after December 31, 2017, then the Stock Payment Election as on file as of December 31, 2008 shall govern.  For purposes of the foregoing, “Disqualified Participant” shall mean any employee of a direct or indirect subsidiary of the Company that is a “nonqualified entity” within the meaning of Section 457A.”

 

FURTHER, this Second Amendment to the Plan shall be effective on the date approved by the Committee unless otherwise specified herein.

 

In all other respects, the Plan, as amended by this Second Amendment, shall remain in full force and effect.

 

IN WITNESS WHEREOF, and as evidence of the adoption of the foregoing, the Company has caused this Amendment to be executed by a duly authorized officer as of the date first set forth above.

 

 

                    NICOR INC.

 

 

                    By: /s/ CLAUDIA COLALILLO                      

                  Claudia Colalillo

                  Senior Vice President Human Resources

                  and Corporate Communications