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                                                               Exhibit 10.12d

                         2002 RESTRICTED STOCK PLAN
                         FOR NON-EMPLOYEE DIRECTORS
                  As Amended and Restated November 1, 2002

ARTICLE I. GENERAL PROVISIONS.
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         SECTION 1. PURPOSES. The 2002 Restricted Stock Plan for
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         Non-Employee Directors (the "Plan") is designed to retain and
         attract Non-Employee Directors and to solidify the common interest
         of Directors and shareholders in enhancing the value of the
         Company's Shares.

         SECTION 2. DEFINITIONS. Except where the context otherwise
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         indicates, the following definitions apply:

         "ANNUAL MEETING" means the Annual Meeting of Shareholders of The
         Laclede Group, Inc.

         "BOARD" means the Board of Directors of the Company.

         "COMPANY" means The Laclede Group, Inc., a Missouri corporation,
         and any successor that assumes the Plan.

         "CURRENT VESTED NON-EMPLOYEE DIRECTOR" means a Non-Employee
         Director who, as of November 1, 2002, is vested under the
         Retirement Plan for Non-Employee Directors.

         "CURRENT NON-VESTED NON-EMPLOYEE DIRECTOR" means a Non-Employee
         Director who, as of November 1, 2002, is not vested under the
         Retirement Plan for Non-Employee Directors.

         "DIRECTOR" means a member of the Board.

         "EMPLOYEE DIRECTOR" means a member of the Board who is employed by,
         or was formerly employed by, the Company or any of its
         subsidiaries.

         "FAIR MARKET VALUE" means the average of the highest and lowest
         sales prices of the Company's shares on the effective date of a
         Grant (or, if Shares were not traded on such day, the next
         preceding day on which Shares were traded) as reported in The Wall
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         Street Journal under the heading "New York Stock Exchange Composite
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         Transactions" or any similar or successor heading.

         "GRANT" means the instruction to the Trustee by the Company
         pursuant to Article III, Section 4 for the purchase of Shares for
         the account of a Participant under the Plan.

         "GRANTED TO" means the act by which the Company instructs the
         Trustee to purchase the Shares for the account of a Non-Employee
         Director pursuant to this Plan.

         "NEW NON-EMPLOYEE DIRECTOR" means a Non-Employee Director, other
         than a Current Vested Non-Employee Director, elected at or after
         the Annual Meeting in January 2003 or any adjournment thereof to a
         term as Non-Employee Director.

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         "NON-EMPLOYEE DIRECTOR" means a member of the Board who is not and
         never has been employed by the Company or any of its subsidiaries.

         "PARTICIPANT" means a Non-Employee Director.

         "SHARES" means shares of common stock of the Company and any
         related securities including, without limitation, related preferred
         stock purchase rights.

         "TRUSTEE" means UMB Bank, National Association.

         SECTION 3. SHARES AVAILABLE FOR GRANTS. There shall be 50,000
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         Shares available for Grants under this Plan and the Shares shall be
         purchased on the open market by the Trustee and held in trust by
         the Trustee for the account of each of the Participants in the Plan
         until vested. All Shares to be held in trust under this Plan shall
         be held by the Trustee pursuant to a trust agreement between the
         Company and the Trustee, as amended from time to time.


ARTICLE II. GRANTS OF SHARES.
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         SECTION 1. NEW NON-EMPLOYEE DIRECTORS AND CURRENT NON-VESTED
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         NON-EMPLOYEE DIRECTOR. Effective on the date that he or she
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         commences to serve as a New Non-Employee Director, a Grant of 800
         Shares shall be made for the account of such New Non-Employee
         Director.

         SECTION 2. ADDITIONAL GRANTS. Effective on the date of each Annual
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         Meeting following the initial Grant of Shares to a Non-Employee
         Director pursuant to this Article II, an additional Grant of (a)
         200 Shares shall be made in the name of each Current Vested
         Non-Employee Director continuing to serve as a Non-Employee
         Director; and (b) 350 Shares shall be made in the name of each New
         Non-Employee Director and the Current Non-Vested Non-Employee
         Director continuing to serve as a Non-Employee Director; in each
         case for service rendered during the year preceding each such
         Annual Meeting.


ARTICLE III. TERMS AND CONDITIONS OF GRANTS OF SHARES.
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         SECTION 1. DIVIDEND AND VOTING RIGHTS. As soon as practicable after
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         the Trustee's receipt thereof, the Trustee shall pay to each
         Participant in the Plan the applicable cash dividends declared and
         paid on the Shares held by the Trustee for the account of such
         Participant in the Plan. In addition, each Participant shall be
         entitled to vote the Shares held by the Trustee for the account of
         that Participant in the Plan.

         Notwithstanding any provision of this Plan, neither this Plan nor
         any Grant of Shares hereunder shall impose on the Company any
         obligation to declare and pay dividends on the Shares.

         SECTION 2. VESTING OF SHARES. Shares will vest (or be forfeited)
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         depending upon the Participant's age entering the Plan, and the
         duration of the Participant's service as a Non-

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         Employee Director, as specified in the Share Vesting Schedule
         hereinafter set forth, or sooner, to the extent provided in the
         final unnumbered paragraph of this Section 2 of Article III and in
         Article IV:

         AGE ENTERING PLAN          SHARE VESTING SCHEDULE
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         UNDER 60                   No shares vest prior to 65th birthday.
                                    If service ends before 65th birthday,
                                    Participant forfeits all rights to any
                                    Shares.

                                    If service continues after 65th birthday
                                    but ends before 70th birthday, 1/2 of
                                    the previously unvested accumulated
                                    Shares vest at 65th birthday, and at
                                    each succeeding Annual Meeting held on
                                    or after Participant's 65th birthday,
                                    1/2 of each annual Grant of Shares shall
                                    be vested.

                                    If service continues on or after 70th
                                    birthday, all previously accumulated
                                    unvested Shares vest on Participant's
                                    70th birthday. Annually thereafter at
                                    each succeeding Annual Meeting, all of
                                    each annual Grant of Shares shall be
                                    vested for each year of continued
                                    service beyond 70th birthday.

         60-64                      No Shares vest prior to fifth
                                    anniversary date of entry into the Plan.
                                    If service ends before the Annual
                                    Meeting date immediately following the
                                    Participant's fifth anniversary of entry
                                    into the Plan, the Participant forfeits
                                    all rights to receive any Shares.

                                    If service continues at least until the
                                    Annual Meeting date immediately
                                    following the Participant's fifth
                                    anniversary of entry into the Plan, 1/2
                                    of the previously accumulated Shares
                                    vest on such Annual Meeting date and at
                                    each succeeding Annual Meeting
                                    thereafter, 1/2 of each annual Grant of
                                    Shares shall be vested.

                                    If service continues on or after 70th
                                    birthday, all previously accumulated
                                    unvested Shares vest on 70th birthday.
                                    Annually thereafter at each succeeding
                                    Annual Meeting, all of each annual Grant
                                    of Shares shall be vested for each year
                                    of continued service beyond age 70.

         65-69                      No Shares vest prior to second
                                    anniversary date of entry into the Plan.
                                    If service ends before such second
                                    anniversary date, the Participant
                                    forfeits all rights to receive any
                                    Shares.

                                    If service continues until the Annual
                                    Meeting date immediately following the
                                    second anniversary of entry into the
                                    Plan, 1/2 of the previously accumulated
                                    Shares vest on such Annual Meeting date.
                                    At each succeeding Annual Meeting
                                    thereafter, 1/2 of each annual Grant of
                                    Shares shall be vested.

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                                    If service continues after the Annual
                                    Meeting date immediately following the
                                    second anniversary of entry into the
                                    Plan and after 70th birthday, all
                                    previously accumulated unvested Shares
                                    vest on 70th birthday. Annually
                                    thereafter at each succeeding Annual
                                    Meeting, all of each annual Grant of
                                    Shares shall be vested for each year of
                                    continued service after 70th birthday.


         AGE ENTERING PLAN          SHARE VESTING SCHEDULE
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         70 OR OVER                 1/2 of the Shares vest upon entry into the
                                    Plan.

                                    If service continues after the Annual
                                    Meeting date immediately following the
                                    first anniversary of entry into the
                                    Plan, all previously accumulated
                                    unvested Shares vest on such Annual
                                    Meeting date. Annually thereafter at
                                    each succeeding Annual Meeting, all of
                                    each annual Grant of Shares shall be
                                    vested for each year of continued
                                    service.

         For purposes of the above vesting schedule in this Section 2 of
         Article III, "for each year of continued service" means, for the
         first year of such continued service, service as a Director from
         the time of the Director's birthday, or attaining the specified
         years of service under the Plan, as the case may be, until the time
         of the next Annual Meeting, and thereafter shall mean the
         respective periods between Annual Meetings. Any Shares that are
         unvested at the time a Non-Employee Director's service as a
         Director ends shall be immediately forfeited, except as set out in
         Article IV.

         To the extent that the Grant of any Shares under the Plan, at the
         time of such Grant, would only be exempt from Section 16(b) of the
         Securities Exchange Act of 1934, as amended (the "1934 Act") if the
         Plan were to contain a provision prohibiting sale of such Shares
         for at least six months after such award, Shares granted under the
         Plan may not be sold for at least six months after the Grant
         thereof.

         All fractional Shares shall be rounded down to the next lower whole
         number.

         Notwithstanding anything to the contrary set forth above in this
         Section 2 of Article III, or elsewhere in this Plan: (a) all
         previously accumulated unvested shares held by any Non-Employee
         Director under this Plan shall vest following twelve years of
         continuous service by such Non-Employee Director, such vesting to
         take place on the Annual Meeting date immediately following the
         twelfth anniversary of the commencement of service by such
         Non-Employee Director (the "Twelfth Anniversary Date"); and (b) all
         shares granted to such Non-Employee Director under this Plan on or
         after said Twelfth Anniversary Date, shall vest immediately upon
         the granting thereof. For the purpose of this unnumbered paragraph,
         "years of continuous service" shall include any number of years of
         continued membership on the Board of Directors (without any hiatus
         in the period of such Board membership) by a Non-Employee Director,
         commencing on the date of initial Board membership as a
         Non-Employee Director, and continuing annually from anniversary
         date to anniversary date, so long as such Non-Employee Director
         remains, without interruption, as a Non-Employee Director.

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         SECTION 3. TRANSFER RESTRICTIONS. Shares granted pursuant to this
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         Plan may not be transferred, sold, assigned, pledged or
         hypothecated until vested in accordance with the terms and
         conditions of this Plan, or as otherwise provided in this Plan. A
         legend referring to the foregoing restrictions may be placed on all
         certificates representing unvested Shares unless such Shares are
         held by the Trustee as provided in Section 4 below and an
         additional legend may be placed on Shares as to which resale
         restrictions otherwise apply.

         SECTION 4. DELIVERY OF CERTIFICATES. Certificates representing
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         unvested Shares granted to Non-Employee Directors pursuant to this
         Plan shall be held in trust by the Trustee, so long as the transfer
         restrictions set forth in Section 3 of this Article III remain in
         effect with respect to such Shares. Upon direction of an authorized
         Company officer designated from time to time as such in writing by
         the Company (the "Officer"), the Trustee shall: (a) release
         certificates representing previously unvested Shares from trust,
         cause such Shares to be registered in the Non-Employee Director's
         name and reissue said certificates without the restrictive legend
         in the name of the Non-Employee Director, and deliver such
         certificates to the Non-Employee Director promptly upon expiration
         of such transfer restrictions; and (b) release certificates
         representing vested Shares from trust and deliver to the
         Non-Employee Director promptly; subject only to any restrictions
         that may be established by the Company, on the advice of its
         counsel, to comply with Federal or State securities laws or other
         legal requirements, and provided, however, that the Trustee may
         designate the Company as agent for the delivery of the Shares to
         Participants and, to the extent any such designation shall be made,
         the Trustee shall be relieved of any liability for such delivery.
         At the Company's direction the Trustee shall deliver forfeited
         Shares under the terms of the Plan to the Company or use the
         forfeited Shares for future Grants.

         SECTION 5. ADJUSTMENT TO SHARES. If the Company subdivides or
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         combines its outstanding common stock into a greater or lesser
         number of shares or if the Board shall determine that a stock
         dividend, reclassification, business combination, exchange of
         shares, warrants or rights offering to purchase Shares or other
         similar event affects the Shares such that an adjustment is
         required to preserve the benefits or potential benefits intended to
         be made available under this Plan, the Board may make adjustments
         to the number of Shares that may be awarded and the number of
         Shares subject to outstanding Grants under this Plan. Any new or
         additional Shares or other securities to which a Non-Employee
         Director, by virtue of Grants hereunder, becomes entitled due to
         any such adjustment, shall be held by the Trustee in trust and
         shall be dealt with in the same manner as the Shares giving rise
         thereto are distributed. The Trustee shall sell any other
         instrument or property so received that does not give the holder
         the right to acquire Shares, and shall distribute the sales
         proceeds to the respective participants.


ARTICLE IV. CESSATION OF SERVICE UNDER SPECIAL CIRCUMSTANCES.
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         SECTION 1. DEATH OR DISABILITY. Anything to the contrary
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         notwithstanding, if a Non-Employee Director: (a) dies; or (b)
         suffers an irreversible incapacity or disability before any Shares
         granted to him or her have become vested, then all such Shares
         which are still forfeitable shall immediately be deemed vested and
         nonforfeitable. A Non-Employee Director shall be deemed to have
         suffered an irreversible incapacity or disability for purposes of
         this Plan if, based on competent medical advice satisfactory to the
         Board, he or

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         she is prevented from performing the duties of Director because
         of an irreversible incapacity or disability for a period of six
         (6) months.

         SECTION 2. CESSATION OF SERVICE FOLLOWING CHANGE IN CONTROL.
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         Notwithstanding anything herein to the contrary, if a Non-Employee
         Director's relationship as a Director of the Company is terminated
         and if such termination occurs within four years following a change
         in control of the Company, then all Shares that have been Granted
         to him or her and that may still be forfeitable shall immediately
         be deemed vested and nonforfeitable. For purposes of this Section
         2, Article IV, a "change in control of the Company" means (i) the
         purchase or other acquisition (other than from the Company) by any
         person, entity or group of persons, within the meaning of Sections
         13(d) or 14(d) of the Exchange Act of 1934 ("Exchange Act")
         (excluding, for this purpose, the Company or its subsidiaries or
         any employee benefit plan of the Company or its subsidiaries), of
         beneficial ownership (within the meaning of Rule 13d-3 promulgated
         under the Exchange Act) of 30% or more of either the Company's then
         outstanding Shares or the combined voting power of the Company's
         then outstanding voting securities entitled to vote generally in
         the election of Directors; or (ii) individual members of the Board,
         as of November 1, 2002 (the "Incumbent Board") cease for any reason
         to constitute at least a majority of the Board; provided, however,
         that any individual becoming a director subsequent to November 1,
         2002 whose election, or nomination for election by the Company's
         shareholders, was approved by the vote of at least a majority of
         the directors then comprising the Incumbent Board shall be
         considered as though such individual were a member of the Incumbent
         Board, but excluding, as a member of the Incumbent Board, any such
         individual whose initial election to office occurs as a result of
         either an actual or threatened election contest (as such term is
         used in Rule 14a-11 of Regulation 14A promulgated under the
         Exchange Act) or other actual or threatened solicitation of proxies
         or consents by or on behalf of a party other than the Board;
         or(iii) approval by the shareholders of the Company of a
         reorganization, merger or consolidation, in each case, with respect
         to which persons who were the shareholders of the Company
         immediately prior to such reorganization, merger or consolidation
         do not, immediately thereafter, own more than 50% of the surviving
         entity's then outstanding shares of common stock or the surviving
         entity's combined voting power entitled to vote generally in the
         election of directors, or of a liquidation or dissolution of the
         Company or of the sale of all or substantially all of the Company's
         assets. In making this computation as to any Company shareholder
         who was also an equity owner in any other party to such
         reorganization, merger, or consolidation prior to consummating such
         transaction, only the common stock or voting power relating to such
         shareholder's equity interests in the Company shall be counted
         towards the 50% threshold in the prior sentence.


ARTICLE V. MISCELLANEOUS PROVISIONS.
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         SECTION 1. GOVERNING LAW. This Plan and all actions taken hereunder
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         shall be governed by the laws of the State of Missouri.

         SECTION 2. WITHHOLDING. The Company may make such provisions and
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         take such steps as it may deem necessary or appropriate for the
         withholding of any taxes which the Company is required by any law
         or regulation of any governmental authority, whether federal, state
         or local, domestic or foreign, to withhold in connection with any
         event or action under this Plan.

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         SECTION 3. EFFECTIVE DATE AND TERM OF GRANTING SHARES. This Plan
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         has been amended and restated effective as of November 1, 2002,
         subject to approval by the Company's shareholders, and the granting
         of Shares hereunder shall terminate as of November 1, 2012. All
         references to service by a Participant as a Non-Employee Director
         of the Company in this Plan shall include any service such
         Participant provided to Laclede Gas Company as a Non-Employee
         Director prior to October 1, 2001 as well as any service provided
         to the Company as a Non-Employee Director on and after October 1,
         2001.


ARTICLE VI. AMENDMENTS.
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         SECTION 1. AMENDMENT OR TERMINATION OF PLAN. Subject to Section 2
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         below, the Board may from time to time amend this Plan or
         discontinue this Plan or any provision thereof; provided, however,
         that no amendment may be made that would (a) change the types of
         awards under this Plan, (b) materially increase the aggregate
         number of Shares that may be granted under this Plan (except for
         the equitable adjustments referred to in Article III, Section 5
         above), (c) change the category of Directors eligible to receive
         Shares under this Plan, (d) materially extend the period during
         which Grants may be made under this Plan, or (e) amend Articles II
         and III of this Plan more than once every six months, other than to
         comport with changes in the Internal Revenue Code or the rules
         thereunder.

         SECTION 2. EFFECT ON SHARES GRANTED. No amendment or
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         discontinuation of this Plan or any provision thereof shall,
         without the written consent of the Non-Employee Director, adversely
         affect any Shares theretofore granted to such Non-Employee Director
         under this Plan.

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