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                                                              Exhibit 10.05n



                                                    Date: September 25, 2002

Douglas H. Yaeger (as Chairman of the Board, President and Chief Executive
Officer of Laclede Gas Company), and Gerald T. McNeive, Jr. (as Senior Vice
President - Finance and General Counsel of Laclede Gas Company), pursuant to
resolutions adopted by the Board of Directors on August 28, 1986, which
resolutions, among other things, granted to any two executive officers who
hold one of the following offices: Chairman of the Board; President;
Executive Vice President; or Senior Vice President; the authority to amend
any or all of the benefit plans and/or related trust agreements of the
Company (collectively the "Plans") to the extent such amendments deal with
changes necessary or appropriate: (1) to comply with, or obtain the benefit
of, applicable laws and/or regulations, as amended from time to time; (2) to
reflect minor or routine administrative factors; (3) to clarify the meaning
of any of the provisions of the Plans; and/or (4) to evidence changes in
then existing Plans to reflect the interrelationship thereof with newly
adopted Plans or amendments to Plans, which newly adopted Plans or
amendments affect the terms of such other then existing Plans; do hereby
amend the Laclede Gas Company Salary Deferral Savings Plan as set forth in
the attached exhibit, such amendment to be effectuated and evidenced by our
signatures on said exhibit.



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                              AMENDMENT TO THE
                             LACLEDE GAS COMPANY
                        SALARY DEFERRAL SAVINGS PLAN


         Laclede Gas Company hereby amends the Laclede Gas Company Salary
Deferral Savings Plan, as follows:

         1.       Effective October 1, 2001, Section 2.8 is hereby amended in
its entirety to read as follows:

          2.8     "COMPENSATION"
          ----------------------
                  The amounts paid a Participant for the period in which he
                  is eligible to participate during a Company Year
                  (including salary reduction amounts pursuant to Article IV
                  hereof and Code Section 125 or Code Section 132(f)(4)), by
                  the Company for services rendered as an Employee, as would
                  (but for the subtraction of salary reduction amounts
                  pursuant to Article IV hereof, Code Section 125 or Code
                  Section 132(f)(4)) be reported for federal income tax
                  purposes on U. S. Treasury Department Form W-2, except
                  that pension payments and other deferred compensation,
                  income attributable to the award or exercise of stock
                  options, the premature disposition of stock option stock,
                  or the award or vesting of restricted stock, and any other
                  amount which does not constitute "compensation" within the
                  meaning of Code Section 415 shall not constitute
                  Compensation. Beginning October 1, 1994, Compensation is
                  limited to $150,000 per Plan Year, which amount is subject
                  to annual adjustment by the U.S. Treasury Department. For
                  purposes of applying the annual compensation limit
                  described in the immediately preceding sentence, the
                  family unit of an Employee, who is either: (a) a five
                  percent (5%) owner or (b) both a highly compensated
                  Employee and one of the ten most highly compensated
                  Employees during the Plan Year will be treated as a single
                  Employee. For this purpose a family unit consists of: the
                  Employee who is a five percent (5%) owner or is both a
                  highly compensated Employee and one of the ten most highly
                  compensated Employees; such Employee's Employee spouse;
                  and such Employee's Employee lineal descendants who have
                  not attained age nineteen (19) before the close of the
                  year. The provisions set forth in the immediately
                  preceding two sentences shall expire on September 30, 1997.

         2.       Effective January 1, 2000, Section 2.13 is hereby amended
in its entirety to read as follows:

         2.13     "ELIGIBLE ROLLOVER DISTRIBUTION"
         -----------------------------------------
                  An Eligible Rollover Distribution is any distribution of
                  all or any portion of the balance to the credit of the
                  Participant, Beneficiary or QDRO Payee. However, an
                  Eligible Rollover Distribution does not include: any
                  minimum distribution required under Code Section
                  401(a)(9); the portion of any distribution that is not
                  includible in gross income (determined without


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                  regard to the exclusion for net unrealized appreciation with
                  respect to employer securities); Salary Deferral Contributions
                  returned as a result of Code Section 415 limitations;
                  corrective distributions of Salary Deferral Contributions
                  and/or Matching Contributions and any applicable earnings
                  thereon; loans treated as distributions under Code Section
                  72(p) and not excepted by Code Section 72(p)(2); loans in
                  default that are deemed distributions; any hardship
                  distribution described in Code Section
                  401(k)(2)(B)(i)(IV), and similar items designated by the
                  Commissioner of the Internal Revenue Service.

         3.       Effective October 1, 1997, Section 2.14 is hereby amended
in its entirety to read as follows:

         2.14     "EMPLOYEE"
         -------------------
                  Any person who is employed by Laclede Gas Company in any
                  capacity. An individual's employment status and position
                  shall be determined by the job classification assigned to
                  him or her by the Company.

                  Notwithstanding the preceding paragraph of this Section
                  2.14, the term "Employee" shall exclude "leased
                  employees," for all purposes except the determination of
                  Year of Service, as defined in Section 2.33. For purposes
                  of this Plan, a leased employee means any individual other
                  than a common law employee, who pursuant to an agreement
                  between the Company or a Related Company (as defined in
                  Section 2.33) and any other person, has performed services
                  for the Company or a Related Company on a substantially
                  full-time basis for a period of at least one year and such
                  services are performed under the primary direction or
                  control of the Company or a Related Company. An individual
                  who becomes a leased employee (determined without regard
                  to the one year service requirement) shall be deemed to be
                  an Employee for the purpose of eligibility to participate
                  and vesting at the time the individual first begins
                  performing services for the Company or a Related Company.
                  An individual covered by a money purchase pension plan
                  providing a non-integrated employer contribution of at
                  least ten percent (10%) of compensation, immediate
                  participation and full and immediate vesting, as defined
                  in Code Section 414(n)(5) shall not be treated as a leased
                  employee, provided that leased employees (determined
                  without regard to this sentence) do not constitute more
                  than twenty percent (20%) of the recipient's non-highly
                  compensated work force.

                  In the event that an individual who was not classified as
                  an Employee or a common-law employee is legally
                  reclassified as an Employee or a common-law employee of
                  the Company, such Employee shall only first be considered
                  to be an Employee at the time of such reclassification,
                  or, if later, at the time that such individual is
                  initially treated as an Employee or common-law employee on
                  the payroll records of the Company.

                                     2


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         4.       Effective October 1, 2001, Section 2.30 is hereby amended
in its entirety to read as follows:

         2.30     "SHARE" AND "SHARES"
         -----------------------------
                  One (1) or more shares of common stock of The Laclede
Group, Inc.

         5.       Effective October 1, 2002, Section 2.33 is hereby amended
in its entirety to read as follows:

         2.33     "YEAR OF SERVICE"
         --------------------------
                  A twelve (12) consecutive month Service Period, commencing
                  on the Employee's employment commencement date and the
                  anniversary dates thereof, consisting of at least one
                  thousand (1,000) hours of service, with the Company, or a
                  Related Company as hereinafter defined. All Years of
                  Service, whenever achieved, shall be counted for purposes
                  of determining eligibility to become a Participant. For
                  purposes of this section, "Related Company" is defined as
                  a member of a controlled group of corporations, as defined
                  in Code Section 1563, without regard to paragraphs (a)(4)
                  and (e)(3)(C) thereof, of which the Company is also a
                  member.

         6.       Effective December 12, 1994, a new Section 3.3 is hereby
added as follows:

         3.3.    IMPUTED MILITARY SERVICE
         --------------------------------
                  Notwithstanding any provision of the Plan to the contrary,
                  contributions, benefits and service credit with respect to
                  qualified military service will be provided in accordance
                  with Code Section 414(u).

         7.       Effective for Plan Years beginning on or after October 1,
1997, Section 4.4(a) is hereby amended in its entirety to read as follows:

         (a)      At periodic intervals, but not less frequently than once
                  each fiscal quarter of the Plan Year, the Administrator
                  shall determine the actual deferral percentage for the two
                  groups of Employees consisting of Highly Compensated
                  Employees (as defined in Section 4.4(c)) eligible to be
                  Participants (whether or not they are Participants) and all
                  remaining Employees eligible to be Participants (whether or
                  not they are Participants). The actual deferral percentage
                  for each of these groups is the average of the ratios,
                  calculated separately for each Employee in each group, of

                  (i)      the amount of Salary Deferral Contribution for
                           such Employee for such Plan Year, to

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                  (ii)     such Employee's Compensation for such Plan Year
                           before deducting his Salary Deferral Contribution.

         The ratio for such a Highly Compensated Employee shall be referred
to herein as the "ADR."

         8.       Effective for Plan Years beginning on or after October 1,
1997, Section 4.4(b) is hereby amended in its entirety to read as follows:

         (b)      For each Plan Year, the Administrator shall determine:

                  (i)      the product obtained by multiplying 1.25 times
                           the actual deferral percentage for those
                           Employees eligible to be Participants (whether or
                           not they are Participants) who are not Highly
                           Compensated Employees, and

                  (ii)     the smaller of the amount determined as the sum
                           of the actual deferral percentage for this group
                           plus two percent (2%) and the amount determined
                           as the product of the actual deferral percentage
                           for this group multiplied by 2.

                  The higher amount of Sections 4.4(b)(i) and (b)(ii) above
                  is hereinafter in this Section 4.4 called the "Base
                  Percentage." If the actual deferral percentage for the
                  Highly Compensated Employee group exceeds the Base
                  Percentage, the deferrals of Highly Compensated Employees
                  in excess of the amount permitted are hereby referred to
                  as "Excess Contributions." The Administrator shall direct
                  a refund of the Excess Contributions and income
                  attributable thereto at such times and in such manner as
                  is permitted by the Code and Treasury Regulations. The
                  aggregate dollar amount of such Excess Contributions shall
                  be determined by reducing the Salary Deferral
                  Contributions of Highly Compensated Participants beginning
                  with the Highly Compensated Participant with the highest
                  ADR in accordance with Treas. Reg. Section
                  1.401(k)-1(f)(2). The Salary Deferral Contributions of the
                  Highly Compensated Participant with the highest ADR shall
                  be reduced to the extent necessary to reduce the ADR of
                  such Participant so that the actual deferral percentage
                  test is satisfied or so that such Participant's ADR is
                  equal to the ADR of the Highly Compensated Participant
                  with the next highest ADR. This reduction shall be
                  repeated until the actual deferral percentage test is
                  satisfied. The aggregate dollar amount of Excess
                  Contributions shall be equal to the total amount of such
                  Salary Deferral Contribution reductions. The aggregate
                  amount of Excess Contributions so determined shall be
                  distributed to Highly Compensated Participants using the
                  "dollar-leveling method." Under this method, Excess
                  Contributions shall be distributed first to the Highly
                  Compensated Participant with the highest dollar amount of
                  Salary Deferral Contributions so that each Participant's
                  Salary Deferral Contributions equal the dollar amount of
                  the Salary Deferral Contributions of the Highly
                  Compensated

                                     4


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                  Participant with the next highest dollar amount of Salary
                  Deferral Contributions. If the total amount distributed is
                  less than the aggregate amount of Excess Contributions,
                  this method shall be repeated until the aggregate amount
                  of Excess Contributions has been distributed. After such
                  refunds are made, the Plan shall be treated as meeting the
                  actual deferral percentage test regardless of whether the
                  Plan would satisfy such actual deferral percentage test if
                  recalculated. Any Company Matching Contribution that was
                  in fact already made on behalf of such a Participant that
                  is attributable to such a refunded Excess Contribution
                  shall be forfeited. Income attributable to any refund
                  shall be determined in accordance with a method that
                  satisfies Treas. Reg. Section 1.401(k)-1(f)(4)(ii).

         9.       Effective October 1, 1997, Section 4.4(c) is hereby amended
in its entirety to read as follows:

         (c)      Highly Compensated Employees means active Highly Compensated
                  Employees or former Highly Compensated Employees. An active
                  Highly Compensated Employee means any Employee who (i) was a
                  five-percent owner (as defined in Code Section 416(i)) of the
                  Company at any time during the current or preceding year; or
                  (ii) for the preceding year had Compensation from the
                  Employer in excess of $80,000 (as adjusted by the Secretary
                  pursuant to Code Section 414(q)(1)). A former Employee shall
                  be treated as a Highly Compensated Employee if such Employee
                  was a Highly Compensated Employee (i) when such Employee
                  incurred a severance date or (ii) at any time after attaining
                  age fifty-five (55). The determination of who is a Highly
                  Compensated Employee will be made in accordance with Code
                  Section 414(q) and the regulations thereunder.

         10.      Effective October 1, 2002, Section 5.1(a) is hereby amended
in its entirety to read as follows:

         (a)      Subject to Section 5.1(b), for each month during each Plan
                  Year, the Company shall contribute to the Trust under this
                  Plan an amount equal to the lesser of:

                  (i)      the entire amount of salary deferral of such
                           Participant for such month; or

                  (ii)     four percent (4%) of the Compensation of such
                           Participant for such month.

         11.      Effective October 1, 1997, Section 5.1(b) is hereby amended
to read in its entirety as follows:

         (b)      Notwithstanding any other provision of this subsection,
                  beginning October 1, 2001 the Plan is intended to meet the
                  design-based safe harbors under

                                     5


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                  Code Sections 401(k)(12) and 401(m)(11). For each Plan Year
                  in which the Plan meets the enhanced matching formula, the
                  tests specified in this Section 5.1 and in Section 4.4 need
                  not be calculated. Prior to each Plan Year, Employees will
                  receive the required notification that the Plan will utilize
                  the designed-based safe harbors. If the Plan will not utilize
                  the above design-based safe harbors, then Employees will be
                  notified as such prior to the beginning of the applicable
                  Plan Year.

                  Inasmuch as applicable federal law and regulations
                  establish certain limitations on Company Matching
                  Contributions for certain Employees, each Matching
                  Contribution shall be subject to automatic adjustment in
                  accordance with the following rules, which are intended to
                  assure compliance with applicable law:

                  (i)      At periodic intervals, but not less frequently than
                           once each fiscal quarter of the Plan Year, the
                           Administrator shall determine the actual matching
                           percentage for the two groups of Employees
                           consisting of Highly Compensated Employees (as
                           defined in Section 4.4(c)) eligible to be
                           Participants (whether or not they are Participants)
                           and all remaining Employees eligible to be
                           Participants (whether or not they are Participants).
                           The actual matching percentage for each of these
                           groups is the average of the ratios, calculated
                           separately for each Employee in each group, of

                           (A)      the amount of Company Matching Contribution
                                    for such Employee for such Plan Year, to

                           (B)      such Employee's Compensation for such
                                    Plan Year before deducting his Salary
                                    Deferral Contribution.

                  The ratio for such a Highly Compensated Employee shall be
                  referred to herein as the "ACR."

                  (ii)     For each Plan Year, the Administrator shall
                           determine:

                           (A)      the product obtained by multiplying 1.25
                                    times the actual matching percentage for
                                    those Employees eligible to be
                                    Participants (whether or not they are
                                    Participants) who are not Highly
                                    Compensated Employees, and

                           (B)      the smaller of the amount determined as
                                    the sum of the actual matching
                                    percentage for this group plus two
                                    percent (2%) and the amount determined
                                    as the product of the actual matching
                                    percentage for this group multiplied by
                                    two (2).

                  The higher amount of (b)(ii)(A) and (b)(ii)(B) above is
                  hereinafter in this Section 5.1 called the "Base
                  Percentage." If the actual matching

                                     6


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                  percentage for the Highly Compensated Employee group
                  exceeds the Base Percentage (any such excess being
                  hereinafter in this Section 5.1 called the "Excess"), then
                  prior to the end of the Plan Year, the Company Matching
                  Contribution of each of those Participants in the Highly
                  Compensated Employee group whose actual matching
                  percentage shall be greater than the Base Percentage shall
                  be reduced as necessary to eliminate the Excess. The
                  Administrator shall reduce ACRs by reducing Company
                  Matching Contributions so that after the reduction, the
                  rate of Company Matching Contributions is uniform among
                  Participants. Any such Excess shall be treated as a
                  forfeiture and offset the Company Matching Contributions,
                  including any applicable income earned on such matching
                  contributions during the Plan Year.

                  (iii)    If, after adjustment for any Plan Year of the
                           actual deferral percentages as provided under
                           Section 4.4(b) and the actual matching percentage
                           as provided under Section 5.1(b), the sum of the
                           actual deferral percentage and the actual
                           matching percentage for Highly Compensated
                           Employees eligible to be Participants exceeds the
                           sum of:

                           (A)      1.25 times the greater of the actual
                                    deferral percentage or actual matching
                                    percentage for all remaining Employees
                                    eligible to be Participants plus

                           (B)      the smaller of:

                                    (1)     two percentage points plus the
                                            smaller of the actual deferral
                                            percentage or actual matching
                                            percentage for all such remaining
                                            Employees, or

                                    (2)     2.00 times the smaller of the
                                            actual deferral percentage or
                                            actual matching percentage for
                                            all such remaining Employees;

                           then, prior to the end of the Plan Year, either
                           or both, as needed, of the actual deferral
                           percentage or actual matching percentage for such
                           participating Highly Compensated Employees shall
                           be reduced as set forth under Sections 4.4(b) and
                           5.1(b) herein until there is no such excess.

         12.      Effective October 1, 2002, Section 5.3 is hereby deleted in
its entirety and Sections 5.4, 5.5 and 5.6 are renumbered as Sections 5.3, 5.4
and 5.5.

                                     7


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         13.      Effective October 1, 2001, Section 6.12(a) is hereby amended
in its entirety to read as follows:

         (a)      Participants shall be entitled to vote, at any meeting of
                  shareholders of The Laclede Group, Inc., all full and
                  fractional Shares attributable to their Accounts as shown on
                  the books of the Trustee, as of the record date for
                  determining shareholders entitled to vote at such meeting.
                  Arrangements shall be made for the Trustee to deliver to each
                  Participant a copy of all proxy solicitation materials,
                  before each annual or special meeting of shareholders of The
                  Laclede Group, Inc., together with a form requesting
                  confidential instructions on how the Shares which such
                  Participant is entitled to vote are to be voted at such
                  meeting. The Trustee shall vote all Shares as to which it has
                  received voting instructions from Participants at least three
                  (3) business days before the shareholders' meeting in the
                  manner thus instructed. The Trustee shall not vote any Shares
                  as to which voting instructions have not been timely received
                  from Participants. Voting instructions from individual
                  Participants shall be held by the Trustee in strictest
                  confidence, and neither the name of, nor the voting
                  instructions given by, any individual Participant who chooses
                  to give voting instructions shall be divulged by the Trustee
                  to the Company or to any director, officer, or employee
                  thereof, or to the Administrator, or to any other person.

         14.      Effective October 1, 1998, Section 7.3(b) is hereby amended
in its entirety to read as follows:

         (b)      The amount of such Additions with respect to any Participant
                  for any Plan Year shall not exceed the lesser of:

                  (i)      The amount specified in Code Section 415(c)(1)(A),
                           as adjusted by the Secretary of the Treasury for
                           Cost of Living increases in accordance with Code
                           Section 415(d), as in effect on the last day of
                           the Plan Year; or

                  (ii)     Twenty-five percent (25%) of the Participant's
                           Compensation for such Limitation Year.

                           In applying the foregoing limitation, the
                           Administrator shall take into account all defined
                           contribution plans of the controlled group. For
                           purposes of this section, controlled group means
                           the Company and any other corporation or other
                           business entity that from time to time is, along
                           with the Company, a member of a controlled group
                           as defined in Code Section 414, as modified by
                           Code Section 415(h) (fifty percent control test)

                                     8


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                  Amounts that cannot be credited to the Account in this
                  Plan of a particular Participant for a Plan Year because
                  of the limitations of this section shall be disposed of as
                  follows: first, Employee unmatched Salary Deferrals, if
                  any, shall be returned to the respective Participants who
                  made the contributions; and next, any remaining excess
                  Company contributions shall be allocated to suspense
                  accounts and used to reduce Company contributions for the
                  next Plan Year (and succeeding Plan Years as necessary)
                  for that Participant if the Participant is entitled to an
                  allocation of Company Matching Contributions for such
                  subsequent year, and if that Participant is not so
                  entitled to an allocation, the excess amount shall be
                  reallocated in the next Plan Year to all of the remaining
                  Participants as a Company contribution for such year.
                  However, amounts in suspense accounts must be used to
                  reduce Company contributions for all remaining
                  Participants and may not be distributed. Salary Deferral
                  Contributions refunded in accordance with this paragraph
                  shall include any income attributable thereto.

                  Code Section 415 is hereby incorporated by reference.
                  The Limitation Year shall be the Plan Year.

         15.      Effective October 1, 2000, Section 7.3(c) is hereby deleted
in its entirety.

         16.      Effective July 1, 2002, Section 8.1(f) is hereby amended in
its entirety to read as follows:

         (f)      Aggregation Group shall include each plan of the Company
                  in which a Key Employee is a Participant, and each other plan
                  of the Company, or any other corporation which is a member of
                  the same controlled group of corporations of which the
                  Company is a member, which enables any plan in which a Key
                  Employee participates to meet the requirements of Code
                  Sections 401(a)(4) or 410. The Company, or any other
                  corporation which is a member of the same controlled group of
                  corporations of which the Company is a member, may treat any
                  plan not required to be included in an Aggregation Group
                  under Code Section 416(g)(2)(A)(i) as being part of such
                  group if such group would continue to meet the requirements
                  of Code Sections 401(a)(4) and 410 with such plan taken into
                  account.

         17.      Effective October 1, 2000, Section 8.2(c) is hereby deleted
in its entirety and Section 8.2(d) is renumbered Section 8.2(c).

                                     9


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         18.      Effective October 1, 1997, Section 10.1(a) is hereby amended
in its entirety to read as follows:

         (a)      A Participant who ceases to be an Employee for any reason
                  (including death, disability or retirement) shall receive (or
                  if he is not then living, his Beneficiary shall receive) his
                  entire Account balance, as soon as is administratively
                  feasible after, but as of, the end of the month of such
                  cessation of employment; unless the Participant survives such
                  cessation of employment, and has elected, subject to the
                  provisions of Section 10.2(c)(ii) hereof, to have his entire
                  Account balance remain in, and continue to be subject to, and
                  invested in accordance with, the Plan for:

                  (i)      a period of not in excess of five (5) years
                           following such cessation of his employment; or

                  (ii)     in the case of a Participant whose entire Account
                           balance exceeds $5,000, for a period of not more
                           than five (5) years following cessation of
                           employment, or to age sixty-five (65), if later;

                  in either which case such Participant may, subject to the
                  provisions of Section 10.2(c)(ii) hereof, elect, upon at
                  least thirty (30) days advance written notice, to have his
                  then entire Account balance distributed to him at any time
                  during either such elected deferral period. In addition, a
                  Participant who has attained age fifty-nine and one-half
                  (59 1/2) shall be entitled to receive a distribution of
                  all of his Account at his election, which election must be
                  delivered at least thirty (30) days in advance of the
                  intended distribution date.

         19.      Effective January 1, 2001, Section 10.2(c)(ii) is hereby
amended in its entirety to read as follows:

         (ii)     with respect to distributions under the Plan made for
                  calendar years beginning on or after January 1, 2001, the
                  Plan will apply the minimum distribution requirements of Code
                  Section 401(a)(9) in accordance with the regulations under
                  Code Section 401(a)(9) that were proposed on January 17,
                  2001, notwithstanding any provision of the Plan to the
                  contrary. This amendment shall continue in effect until the
                  end of the last calendar year beginning before the effective
                  date of final regulations under Section 401(a)(9) or such
                  other date as may be specified in guidance published by the
                  Internal Revenue Service.

                                     10


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                  Notwithstanding anything to the contrary in the Plan, and
                  notwithstanding any election of the Participant, payment of
                  benefits shall commence not later than the Participant's
                  required beginning date. Effective for Participants who
                  attain seventy and a half (70 1/2) years of age on or after
                  January 1, 2000, the required beginning date of a Participant
                  generally is the April 1 of the calendar year following the
                  later of (a) the calendar year in which the Participant
                  attains seventy and a half (70 1/2) years of age; and (b) if
                  the Participant is not a five percent owner as defined in
                  Code Section 416(i), the calendar year in which the
                  Participant retires.

                  Participants who attained seventy and a half (70 1/2)
                  years of age on or after January 1, 1997, and before
                  January 1, 2001 who remain Employees shall receive the
                  minimum distribution determined in accordance with Code
                  Section 401(a)(9) of the Code for the distribution years
                  1997, 1998, and 1999, respectively, provided that an
                  Employee who attained seventy and a half (70 1/2) years of
                  age in 2000 may elect to receive or defer such
                  distribution.

                  Payment of benefits may not extend over a period longer
                  than the lifetime of the Participant and his designated
                  Beneficiary (or in the case of a term certain, over a
                  period longer than the joint life expectancy of the
                  Participant and his designated Beneficiary without
                  recalculating life expectancies).

                  If a Participant dies on or after his required beginning
                  date after distribution of benefits has commenced but
                  before his entire interest has been distributed, the
                  remaining portion of such interest shall be distributed at
                  least as rapidly as the method in effect on the date of
                  death of the Participant.

                  If a Participant dies before his required beginning date,
                  the entire interest payable to his Beneficiary shall be
                  distributed within five years of the Participant's death,
                  unless such interest is payable over a period not to
                  exceed the life expectancy of the Beneficiary and payments
                  of such interest commence within one year after the
                  Participant's death. However, if the Beneficiary is the
                  surviving spouse of the Participant, payments of such
                  interest payable over a period not to exceed the life
                  expectancy of the Beneficiary need not commence before the
                  date on which the Participant would have attained 70 1/2
                  years of age; provided that if the surviving spouse dies
                  before distribution to such spouse begins, this sentence
                  shall be applied as if the surviving spouse were the
                  Participant.

                  For purposes of the required distributions, the
                  Participant may elect to receive a total distribution of
                  the Participant's Account, or the minimum distribution
                  which is required. If the Participant elects the minimum
                  required distribution, it will be based on the value of
                  the Participant's Account at December 31 of the calendar
                  year preceding the distribution year, divided by remaining
                  life expectancy. Minimum distributions shall be withdrawn
                  from each Investment Fund or Funds in the same

                                     11


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                  proportion as the balance of the Investment Funds bear to
                  each other. Subsequent distributions will be made at least
                  annually thereafter, by December 31 and will be for the
                  calendar year which ended on the prior December 31. If the
                  Participant dies after required minimum distributions have
                  commenced but before all of the Participant's Account has
                  been distributed, then the remainder of the Participant's
                  Account shall be distributed to the Participant's designated
                  Beneficiary not later than sixty (60) days after the date of
                  the Participant's death.

                  Mandatory distributions under this subclause (ii) will
                  comply with the distribution requirements, including the
                  minimum distribution incidental benefit requirements, as
                  provided under Code Section 401(a)(9) and the regulations
                  issued by the Secretary of the Treasury interpreting such
                  section, and Code Section 401(a)(9) is hereby incorporated
                  by reference. If any provision of this Plan conflicts with
                  such distribution requirements, then the Code Section
                  401(a)(9) distribution requirements will govern.

         20.      Effective October 1, 2002, Section 10.3(a) hereby amended
in its entirety to read as follows:

         (a)      Any Participant who has suffered a financial hardship may
                  withdraw all or any portion of amounts attributable to the
                  Participant's Salary Deferral Contributions, plus related
                  earnings credited as of December 31, 1988 but exclusive of
                  later earnings and amounts previously distributed due to
                  hardship. Application for hardship and a demonstration of the
                  existence of such financial hardship must be made to the
                  satisfaction of the Administrator. Except as otherwise
                  expressly provided in Section 10.1(a) or upon a showing of a
                  financial hardship as defined in Section 10.3(b), no
                  withdrawals may be made while a Participant continues to be
                  employed by the Company or a Related Company, as defined in
                  Section 2.33.

         21.      Effective January 1, 2000, Section 10.3(c)(i) is hereby
amended in its entirety to read as follows:

         (i)      A withdrawal based upon a financial hardship cannot exceed
                  the amount required to meet such hardship and not reasonably
                  available from other resources available to the Participant,
                  including loans from this Plan. Federal tax will be withheld
                  on hardship withdrawals at a rate of ten percent (10%, unless
                  the Participant elects no withholding); state or local income
                  taxes will be withheld at the Participant's request. The
                  amount required for hardship may be increased to include the
                  necessary taxes but cannot exceed the amount available for
                  hardship as provided in Section 10.3(a). A hardship
                  withdrawal will not be granted if such financial hardship may
                  be relieved in full by borrowing that amount as allowed under
                  Section 10.4, as supplemented by Section 10.3(c)(iv).

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         22.      Effective October 1, 2002, Section 10.4(a) is hereby amended
in its entirety to read as follows:

         (a)      The aggregate amount of all such loans to a Participant made,
                  renewed, negotiated, modified, or extended shall not exceed
                  the lesser of fifty percent (50%) of the total value of the
                  Participant's Account or fifty thousand dollars ($50,000),
                  (which $50,000 amount shall be reduced by the excess, if any,
                  of: (A) the highest outstanding balance of loans to the
                  Participant from the Plan during the one year period ending
                  on the date before the date on which the new or additional
                  loan, or modification or extension of loan, is to be made,
                  over (B) the outstanding balance of loans to the Participant
                  from the Plan on the date on which such loan, or modification
                  or extension of loan, is made). In any event, no loan of less
                  than five hundred dollars ($500) shall be permitted. Accounts
                  shall be valued for these purposes as of the day preceding
                  the date of the loan. For purposes of this Section, "plan"
                  means all plans of the Company and Related Companies, as
                  defined in Section 2.33.

         23.      Effective October 1, 2002, Section 10.4(c) is hereby amended
in its entirety to read as follows:

         (c)      In the event a note or any installment thereunder is not
                  paid when due, the Administrator shall give written notice to
                  the Participant sent to his last known address and, if the
                  note or such delinquent installment is not paid for more than
                  a full calendar quarter, the loan shall be in default. The
                  Administrator shall treat a loan that has been defaulted upon
                  and not cured within the grace period as a deemed
                  distribution from the Plan. Interest shall continue to accrue
                  on a loan that is deemed distributed. Any loan that is deemed
                  distributed (including interest accruing thereafter) and that
                  has not been repaid is considered outstanding for determining
                  the maximum amount of any subsequent loan to the Participant.
                  A deemed distribution of a defaulted loan shall not be
                  considered an eligible rollover distribution for purposes of
                  Section 10.7 of the Plan. When a distribution of the
                  Participant's Account is made in accordance with the Plan, or
                  if a default occurs on the Participant's termination of
                  employment or death, the Administrator shall foreclose on the
                  security for the loan by deducting the amount of the
                  outstanding balance of the defaulted loan from the
                  Participant's Account. At the time of a lump sum distribution
                  of the Participant's Account, the Note shall be distributed
                  to the Participant (or Beneficiary).

                                     13


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<PAGE>

         24.      Effective October 1, 2002, the first paragraph of
Section 10.6 is hereby amended to read in its entirety as follows:

         An eligible Employee, or an Employee who would be an eligible
         Employee except that such Employee fails to satisfy the minimum age
         and/or Year of Service requirements as defined in Section 3.1, may
         contribute to the Trust an eligible rollover distribution, as
         defined in the Internal Revenue Code.

         25.      Effective October 1, 2002, the last paragraph of
Section 10.6 is hereby amended to read in its entirety as follows:

         Nothing in this Section 10.6 shall be construed to supersede or
         otherwise change the participation requirements described in
         Article III. At the time an Employee makes a Rollover Contribution
         pursuant to the provisions of this Section 10.6, the Employee shall
         designate Investment Fund allocation percentages for the Rollover
         Contribution by filing an election with the Company, as described
         in Article VI.

         26.      Effective October 1, 2002, Section 14.6 is hereby amended
to read in its entirety as follows:

         14.6     APPLICATIONS FOR BENEFITS, APPEALS FROM DENIAL OF BENEFITS
         -------------------------------------------------------------------
                  A Participant or Beneficiary who believes that he is
                  entitled to benefits under the Plan may file a written
                  request for such benefits with the Administrator setting
                  forth his claim.

                  Within ninety (90) days after receipt of the request, the
                  Administrator shall provide to every claimant who is
                  denied a claim for benefits, written notice setting forth
                  in a manner calculated to be understood by the claimant:

                  (a)      The specific reason or reasons for the denial;

                  (b)      Specific reference to pertinent Plan provisions on
                           which the denial is based;

                  (c)      A description of any additional material or
                           information necessary for the claimant to perfect
                           the claim and an explanation of why such material
                           or information is necessary; and

                  (d)      An explanation of the claim review procedure and
                           the time limits applicable to such procedures,
                           including a statement of the claimant's right to
                           bring a civil action under Section 502(a) of
                           ERISA following an adverse benefit determination
                           on review.

                  If special circumstances require an extension of time
                  beyond the initial ninety (90) day period, prior to the
                  end of such initial ninety (90) day

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                  period the Administrator shall provide to the claimant
                  written notice of the extension, the special circumstances
                  requiring the extension, and the date by which the
                  Administrator expects to render the final decision. In no
                  event shall such extension exceed a period of ninety (90)
                  days from the end of the initial ninety (90) day period.
                  If the Administrator does not furnish a response within
                  the initial ninety (90) day or extended period, the
                  claimant shall be deemed to have exhausted the claims and
                  appeals process set forth in this section and is entitled
                  to file suit in state or federal court.

                  If a claimant receives notice from the Administrator that
                  a claim for benefits has been denied in whole or in part,
                  the claimant or the claimant's duly authorized
                  representative may, within sixty (60) days after receipt
                  of notice of such denial:

                  (a)      Make written application to the Administrator
                           for a review of the decision. Such application
                           shall be made on a form specified by the
                           Administrator and submitted with such documentation
                           as the Administrator shall prescribe;

                  (b)      Review, upon request and free of charge, all
                           documents, records and other information in the
                           possession of the Administrator which are relevant
                           to the claim; and

                  (c)      Submit written comments, documents, records and
                           other information relating to the claim.

                  If the claimant or his duly authorized representative
                  fails to file such appeal within sixty (60) days after the
                  claim is denied, the claimant shall be deemed to have
                  waived any right to appeal the denial of the claim.

                  If review of a decision is requested, such review shall be
                  made by the Administrator who shall review all comments,
                  documents, records, and other information submitted by the
                  claimant relating to the claim, without regard to whether
                  such information was submitted or considered in the
                  initial benefit determination.

                  The Administrator shall furnish a written decision on
                  review not later than sixty (60) days after the notice of
                  appeal is filed by the claimant. If special circumstances
                  require an extension of time beyond the initial sixty (60)
                  day period, prior to the end of such initial sixty (60)
                  day period the Administrator shall provide to the
                  claimant, written notice of the extension, the special
                  circumstances requiring the extension, and the date by
                  which the Administrator expects to render the final
                  decision. In no event shall such extension exceed a period
                  of sixty (60) days from the end of the initial sixty (60)
                  day period.

                  Any denial shall inform the claimant of the specific
                  reason or reasons for the denial, refer to the specific
                  Plan provisions on which the denial is

                                     15


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<PAGE>

                  based, state that the claimant is entitled to receive,
                  upon request and free of charge, reasonable access to, and
                  copies of, all documents, records, and other information
                  relevant to the claim, and state that the claimant has a
                  right to bring a civil action under Section 502(a) of
                  ERISA.

         27.      Effective October 1, 2002, Section 17.11 is hereby amended
to read in its entirety as follows:

         17.11    SITUS
         --------------
                  The Plan and the Trust by which it is funded shall be
                  construed, regulated and administered according to the
                  laws of the State of Missouri, to the extent not preempted
                  by federal law.


                                              LACLEDE GAS COMPANY



                                              By: GERALD T. McNEIVE, JR.
                                                  ----------------------
                                                  Senior Vice President -
                                                  Finance and General Counsel


                                              By: DOUGLAS H. YAEGER
                                                  -----------------
                                                  Chairman, President and
                                                  Chief Executive Officer

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