SECOND AMENDMENT TO
NICOR INC. STOCK DEFERRAL PLAN
Upon the recommendation of the Compensation Committee of the Board of Directors (the "Board") of Nicor
Inc. (the "Company"), the Nicor Inc. Stock Deferral Plan (the "Plan") has been amended by resolution of its
Board of Directors (the "Resolution") adopted on December 7, 1999, with such amendments to be effective
pursuant to the terms of the Resolution. Pursuant to the Resolution, the Plan is amended in the following
1. The following Section 4.7 shall be added to the Plan:
"4.7. Change in Control.
(a) In the event of a Change in Control, the Participant shall receive a lump sum distribution equal to the closing
market value per share of Stock as of the date of the Change in Control multiplied by the number of Stock Units
in the Participant's Deferred Stock Account. Such distribution shall be made to the Participant regardless of any
elections that may otherwise be applicable under the Plan, and shall be made as soon as practicable after the date
of such Change in Control, but in no event later than 15 days after the occurrence of such Change in Control.
(b) For purposes of the Plan, a "Change in Control" is defined as it is provided in the 1989 Plan as the 1989 Plan
has been amended by resolution of the Company's Board of Directors adopted on December 7, 1999."
2. The following line shall be added to APPENDIX A of the Plan following the line ending with the word
"The 1989 Plan Change in Control"
IN WITNESS WHEREOF, the undersigned officer of the Company has caused these presents to be signed on
behalf of the Company as of this 19th day of April, 2000.
By THOMAS L. FISHER
Thomas L. Fisher
Chairman, President and
Chief Executive Officer