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Exhibit 10.01

                                                     Date: February 28, 2003






Douglas H. Yaeger (as Chairman of the Board, President and Chief Executive
Officer of Laclede Gas Company), and John Moten, Jr. (as Senior Vice
President - Operations and Marketing of Laclede Gas Company), pursuant to
resolutions adopted by the Board of Directors on August 24, 2000, which
resolutions, among other things, granted to any two executive officers who
hold one of the following offices: President, or Senior Vice President; the
authority to amend any or all of the benefit plans (collectively the
"Plans") to reflect changes in benefits under the collective bargaining
agreements that became effective August 1, 2000, to provide such comparable
changes in benefits to the Company's non-union employees and to execute any
and all documents effectuating, implementing and/or evidencing such plan
amendment changes; 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


The following amendments are effective March 1, 2003.

1.       Section 1.3 is added to read as follows:

         "1.3     TYPE OF PLAN
         ---------------------
                  Effective on and after March 1, 2003, amounts invested in
                  the Company Stock Fund, as defined in Section 2.6, shall
                  constitute an employee stock ownership plan as defined in
                  Code Section 4975(e)(7). The employee stock ownership plan
                  is designed to invest primarily in the common stock of The
                  Laclede Group, Inc. Amounts invested in all other Funds,
                  including the Equity Funds, shall constitute a profit
                  sharing plan under Code Section 401."

2.       Section 2.38 is added to read as follows:

         "2.38    "ESOP"
         ---------------
                  Effective March 1, 2003, the Company Stock Fund of the
                  Plan shall be an Employee Stock Ownership Plan named The
                  Laclede Group, Inc. - ESOP (ESOP). The provisions of
                  Article XVIII shall apply to the ESOP."

3.       A new sentence is added to the end of Section 6.4 to read as
         follows:

         "Effective March 1, 2003, the Company Stock Fund shall be an
         Employee Stock Ownership Plan (ESOP) in accordance with the
         provisions of Article XVIII."

4.       The last paragraph of Section 10.2(c)(ii) is amended to read as
         follows:

         "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/Funds and/or ESOP in the same proportion as the
         balance of the Investment Funds and/or ESOP 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."

5.       Section 10.3(c)(vi) is amended to read as follows:

         "(vi)    The withdrawal shall be made from each Investment
                  Fund/Funds and/or ESOP in the same proportion as the
                  balance of the Investment Funds and/or ESOP bear to each
                  other."

6.       Section 10.4(e) is amended to read as follows:

         "(e)     An application for a loan may be received at any time, and
                  an approved loan shall be disbursed as soon as
                  administratively practicable thereafter. Except as
                  provided by Section 10.3(c), a new loan cannot begin until
                  after repayment in full of the prior loan. The dollar
                  amounts to be loaned shall be taken from the investment
                  accounts and/or ESOP in the same proportion as the
                  Investment Fund and/or ESOP balances bear to each other."


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7.       Article XVIII - ESOP is added to read as follows:

         "ARTICLE XVIII - ESOP

         18.1     ESTABLISHMENT OF ESOP
         ------------------------------
                  Effective March 1, 2003 the balances in the Company Stock
                  Fund shall become an Employee Stock Ownership Plan that is
                  established as a component of the Plan to meet the
                  requirements of Code Section 4975(e)(7). This ESOP
                  component of the Plan is segregated as a stock bonus plan
                  as defined in Treasury Regulations Section
                  1.401-1(b)(1)(iii). This Article XVIII is effective
                  notwithstanding any other provision of the Plan to the
                  contrary or to the extent that the implementation of any
                  such other provision of the Plan would violate or
                  otherwise limit the effect of this Article. For purposes
                  of this Article XVIII, "Participant" includes a
                  Participant who is no longer employed by the Company but
                  still has an Account in the Plan. The provisions of this
                  Article XVIII also apply to a Beneficiary if the
                  Beneficiary has become entitled to the Participant's
                  Account in accordance with the Plan provisions.

         18.2     PAYMENT OF DIVIDENDS
         -----------------------------
                  Effective March 1, 2003, a Participant shall have the
                  right to elect to receive dividends with respect to Shares
                  credited to such Participant's ESOP account paid in cash
                  directly to the Participant. A Participant must make an
                  election to receive dividends in cash in accordance with
                  the Administrator's established procedures. The
                  Administrator shall designate the times and effective
                  dates for such elections. An election to receive dividends
                  in cash shall remain in effect until changed by the
                  Participant. Dividends not paid in cash to the Participant
                  shall be reinvested in accordance with Article VI.
                  Dividend payments to be made in cash will be paid directly
                  by the Trustee to the Participant. Such dividend payments
                  shall be made as soon as administratively feasible after
                  the Trustee's receipt of the dividend payments.

         18.3     PUT OPTION
         -------------------
                  (a)      At such times as the Shares are not readily
                           tradable on an established market at the time of
                           distribution of a Participant's ESOP account, the
                           Company shall issue a put option to each
                           Participant receiving a distribution of ESOP
                           stock from the Plan. The put option shall permit
                           the Participant to sell such ESOP stock under a
                           fair valuation formula during the sixty (60)
                           consecutive day period following the date the
                           ESOP stock was distributed to the Participant, at
                           which time the put option will temporarily lapse.
                           Upon the close of the Plan Year in which such
                           temporary lapse occurs, an independent appraiser
                           (meeting requirements similar to the requirements
                           of Code Section 170(a)(1)) shall determine the
                           value of the ESOP stock, and the Trustee shall
                           notify each Participant who received a
                           distribution but did not exercise the initial put
                           option prior to its temporary lapse in the
                           preceding Plan Year of the revised value of the
                           ESOP stock. The time during which the put option
                           may be exercised shall recommence on the date
                           such notice of revaluation is given and shall
                           permanently terminate sixty (60) days thereafter.

                  (b)      The Trustee may, in its discretion and with the
                           consent of the Company, cause the Trust to assume
                           the rights and obligations of the Company at the
                           time the put option is exercised, insofar as the
                           repurchase of ESOP stock is concerned. The period
                           during which the put option is exercisable shall
                           not include any period during which the holder is
                           unable to exercise such put option because the
                           Company is prohibited from honoring it by federal
                           and state law. The Company or the Trustee, as the
                           case may be, must pay for ESOP stock sold
                           pursuant to a put option no less rapidly than
                           under one of the following two methods, as
                           applicable:


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                           (i)      If a put option is exercised with
                                    respect to ESOP stock distributed as
                                    part of a total distribution (that is, a
                                    distribution of a Participant's or
                                    Beneficiary's account balance within one
                                    taxable year), then payment shall be
                                    made in substantially equal periodic
                                    payments (not less frequently than
                                    annually) commencing within thirty (30)
                                    days for the date of the exercise of the
                                    put option and over a period not
                                    exceeding five (5) years, with interest
                                    payable at a reasonable rate (as
                                    determined by the Company) on any unpaid
                                    installment balance, with adequate
                                    security provided, and without penalty
                                    for any prepayment of such installments.

                           (ii)     If a put option is exercised with
                                    respect to ESOP stock distributed as
                                    part of an installment distribution,
                                    then the payment for such ESOP stock
                                    shall be made in a lump sum no later
                                    than thirty (30) days after such
                                    Participant or Beneficiary exercises the
                                    put option.

         18.4     SHARE LEGEND
         ---------------------
                  Shares of ESOP stock held in ESOP accounts or distributed
                  by the Trustee from ESOP accounts may include such legend
                  restrictions on transferability as the Company may
                  reasonably require in order to assure compliance with
                  applicable federal and state securities laws.

         Sections 18.5 through 18.12 contain provisions required to qualify
         the Employee Stock Ownership Plan as a plan described in Section
         4975(e)(7) of the Code. So long as (a) the Company does not extend
         credit to the Plan, (b) there is no sale of employer securities to
         the Plan in a tax-free rollover transaction described in Section
         1042 of the Code (which does not apply to publicly-traded stock),
         and (c) Participants are entitled to receive distribution of their
         ESOP accounts as soon as administratively feasible after
         termination of employment, the provisions of Sections 18.5 through
         18.12, inclusive, will not have any operative effect.

         18.5     COMMENCEMENT OF DISTRIBUTIONS
         --------------------------------------
                  Any contrary provision of this Plan notwithstanding, if a
                  Participant elects that the special distribution
                  provisions of this section applies, the portion of his
                  vested account attributable to Shares credited to his
                  account shall be distributed no later than as follows:

                  (a)      Such portion shall be paid in substantially equal
                           periodic payments (not less frequently than
                           annually) over a period not longer than five (5)
                           years, or, if the value of such accounts exceeds
                           five hundred thousand dollars ($500,000) (or such
                           greater amount as may be in effect under Code
                           Section 409(o)(1)(C)), five (5) years plus one
                           (1) additional year (but not more than five (5)
                           additional years) for each one hundred thousand
                           dollars ($100,000) (or such greater amount as may
                           be in effect under Code Section 409(o)(1)(C) or
                           fraction thereof by which the value of such
                           accounts exceeds five hundred thousand dollars
                           ($500,000) (or such greater amount as may be in
                           effect under Code Section 409(o)(1)(C)).

                  (b)      Except as provided below, payments under (a)
                           shall commence not later than one (1) year after
                           the end of the following:

                           (i)      In the case of a Participant whose
                                    employment terminates after he or she
                                    attains age sixty-five (65), or at any
                                    age by reason of death or permanent
                                    disability, the Plan Year in which his
                                    or her employment terminates.

                           (ii)     In the case of a Participant whose
                                    employment terminates under
                                    circumstances not described in (i), the
                                    fifth (5th) Plan Year following


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                                    the year in which his or her employment
                                    terminates, provided that this
                                    subsection shall not apply if the
                                    Participant is reemployed before the end
                                    of such fifth (5th) Plan Year.

                  Commencement prior to the date on which a Participant
                  attains Normal Retirement Age shall be subject to the
                  Participant's consent in accordance with Article X, and,
                  if a Participant does not consent, commencement shall
                  occur as soon as practicable after the Participant attains
                  age sixty-five (65).

         18.6     VALUATION
         ------------------
                  The fair market value of Shares and all other Plan assets
                  shall be determined as of each valuation date. If the
                  Shares are not readily tradable on an established
                  securities market, the fair market value shall be
                  determined by an independent appraiser within the meaning
                  of Code Section 401(a)(28)(C).

         18.7     NONALLOCATION PROVISION
         ------------------
                  Notwithstanding any other provision of this Plan, no
                  portion of the assets of the Plan attributable to Shares
                  acquired by the Plan in a sale to which Code Section 1042
                  applies may accrue or be allocated directly or indirectly
                  during a Nonallocation Period to:

                  (a)      Any Employee who sells Shares to the Plan in a
                           transaction to which Code Section 1042 applies;

                  (b)      Any individual who is related to such an Employee
                           within the meaning of Code Section 267(b), except
                           as otherwise provided by Code Section
                           409(n)(3)(A); and

                  (c)      Any other individual owning (either directly or
                           indirectly) more than twenty-five percent (25%)
                           of (i) any class of outstanding stock of the
                           Employer, or any corporation which is a member of
                           the same controlled group of corporations within
                           the meaning of Code Section 409(l)(4), or (ii)
                           the total value of any class of outstanding stock
                           of such corporation. For purposes of the
                           preceding sentence, an individual shall be
                           treated as twenty-five percent (25%) shareholder
                           (A) at any time during the one (1) year period
                           ending on the date of the sale to which Code
                           Section 1042 applies or (B) on the dates as of
                           which any Shares sold to the Plan on a
                           transaction to which Code Section 1042 applies
                           are allocated to the accounts of Participants. In
                           the event the individual's situation is described
                           in item (A) of the preceding sentence, such
                           individual shall continue to be treated as a
                           twenty-five percent (25%) shareholder until all
                           of the Shares acquired by the Plan in a
                           transaction to which Code Section 1042 applies
                           have been allocated. If, however, an individual
                           first becomes a twenty-five percent (25%)
                           shareholder at such time as described in item (B)
                           above, such an individual shall only be treated
                           as a twenty-five percent (25%) shareholder with
                           respect to those Shares acquired in a transaction
                           to which Code Section 1042 applies which are
                           allocated as of the date or dates on which an
                           individual is a twenty-five percent (25%)
                           shareholder.

                  The Nonallocation Period is the period beginning on the
                  date of the sale and ending on the date that is ten (10)
                  years after the later of the date of the sale of the
                  Shares to the Plan in a transaction to which Code Section
                  1042 applies, or the date of the Plan allocation
                  attributable to the final payment of acquisition
                  indebtedness incurred in connection with such a sale.

         18.8     SHARE PURCHASE LOANS
         -----------------------------
                  At the direction of the Administrator, the Trustee may
                  from time to time enter into a Share Purchase Loan for the
                  purpose of acquiring Shares that constitute "employer
                  securities" within the meaning of Code Section 409(l) or
                  for the purpose of repaying all or any portion of any
                  outstanding Share Purchase Loan. The terms of any Share
                  Purchase Loan


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                  shall be subject to the conditions and restrictions set
                  forth herein. Shares acquired with the proceeds of a Share
                  Purchase Loan shall be credited to a "Loan Suspense
                  Account" until released in accordance with the following
                  section. All loans that are incurred as part of an
                  integrated transaction shall be treated as a single Share
                  Purchase Loan for all purposes of the Plan.

         18.9     RELEASE FROM LOAN SUSPENSE ACCOUNT
         -------------------------------------------
                  Subject to the following provisions of this section, for
                  each Plan Year throughout the duration of a Share Purchase
                  Loan, a portion of the Shares acquired with the proceeds
                  of such Share Purchase Loan shall be withdrawn from the
                  Loan Suspense Account and allocated to Participants' ESOP
                  stock accounts in accordance with the provisions of this
                  Article.

                  As of the last day of each Plan Year, the number of Shares
                  that shall be released from the Loan Suspense Account
                  shall be equal to the product of the number of Shares that
                  are then held in the Loan Suspense Account multiplied by a
                  fraction, the numerator of which is the amount of
                  principal and interest paid on the related Share Purchase
                  Loan for that Plan Year and the denominator of which is
                  the amount of principal and interest paid or payable on
                  the related Share Purchase Loan for that Plan Year and for
                  all future years. For purposes of determining the
                  denominator of the fraction described in the preceding
                  sentence for any Plan Year, if the interest rate under the
                  Share Purchase Loan is variable, the interest rate to be
                  paid in future years shall be assumed to be equal to the
                  interest rate applicable as of the last day of that Plan
                  Year. Notwithstanding the foregoing provisions of this
                  section, the number of Shares attributable to a Share
                  Purchase Loan that are withdrawn from the Loan Suspense
                  Account shall be proportionate to principal payments only,
                  if:

                  (a)      Such release is consistent with the provisions of
                           the Share Purchase Loan with respect to the
                           release of Shares as collateral, if any, for such
                           loan;

                  (b)      The Share Purchase Loan provides for annual
                           payments of principal and interest at a
                           cumulative rate that is not less rapid at any
                           time than level annual payments of such amounts
                           for ten (10) years;

                  (c)      Interest is disregarded for purposes of
                           determining such release only to the extent that
                           it would be determined to be interest under
                           standard loan amortization tables; and

                  (d)      The term of the Share Purchase Loan, together
                           with any renewal, extension or refinancing
                           thereof, does not exceed ten (10) years.

                  In the event that more than one (1) Share Purchase Loan is
                  outstanding at any time, the number of Shares that is
                  released from encumbrance at any time under this paragraph
                  shall be based solely on the repayment of the Share
                  Purchase Loan to which such Shares are attributable.

         18.10    USE OF LOAN PROCEEDS AND DIVIDENDS
         -------------------------------------------
                  The proceeds of a Share Purchase Loan shall be used within
                  a reasonable time after receipt to acquire Shares or to
                  repay all or any portion of such Share Purchase Loan or
                  any outstanding Share Purchase Loan. Cash dividends with
                  respect to Shares acquired with the proceeds of a Share
                  Purchase Loan that are not allocated to Participants'
                  stock accounts, and earnings thereon, shall, at the
                  direction of the Plan Administrator, be used to make
                  payments on such Share Purchase Loan. Such cash dividends,
                  and earnings thereon, that are not applied to make
                  payments on Share Purchase Loans in accordance with the
                  foregoing provisions of this section shall be invested in
                  the Company Stock Fund.


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         18.11    ALLOCATION OF SHARES RELEASED FROM SUSPENSE ACCOUNT
         ------------------------------------------------------------
                  Participants' accounts shall be adjusted for dividends
                  paid on Company Stock, as follows:

                  (a)      Dividends Used to Repay Share Purchase Loans and
                           Attributable to Allocated Shares - As of the last
                           day of the Plan Year, Shares released from the
                           Loan Suspense Account that year by reason of
                           dividends paid with respect to Shares allocated
                           to Participants' stock accounts, if any, shall be
                           allocated among and credited to the accounts of
                           Participants, pro rata, according to the number
                           of Shares held in such accounts on the date the
                           dividends are paid. The Shares so allocated shall
                           have a fair market value as of the date allocated
                           equal to such dividends (the "Dividend
                           Replacement Value"), and if the shares initially
                           allocated in accordance with the immediately
                           preceding sentence do not have a fair market
                           value at least equal to the Dividend Replacement
                           Value, then additional Shares shall be allocated
                           to Participants' stock accounts until the fair
                           market value of the total number of shares
                           allocated under this subsection (a) equals the
                           Dividend Replacement Value. Shares released from
                           the Loan Suspense Account during the Plan Year by
                           reason of the use of dividends on unallocated
                           Shares to make payments of principal and interest
                           on a Share Purchase Loan shall be used first for
                           this purpose and, to the extent that additional
                           Shares are required, Shares contributed by the
                           employer or acquired with employer contributions
                           (other than employer contributions used to make
                           payments of principal and interest on Share
                           Purchase Loans) during such Plan Year shall be
                           applied for such purpose. Dividends paid with
                           respect to Shares allocated to Participants'
                           accounts that are used to repay a Share Purchase
                           Loan shall be charged to the accounts pro rata,
                           according to the number of Shares held in the
                           accounts of such Participants on the date the
                           dividends are paid.

                  (b)      Dividends Used to Repay Share Purchase Loans and
                           Attributable to Unallocated Shares - Shares
                           released from the Loan Suspense Account during
                           the Plan Year by reason of the use of dividends
                           on unallocated Shares to make payments of
                           principal and interest on a Share Purchase Loan
                           (reduced by any such Shares required to be
                           allocated under subsection (a) above) shall be
                           allocated to the accounts in proportion to the
                           subaccounts attributable to dividends on
                           unallocated shares, employer contributions and
                           earnings thereon; and such subaccounts shall be
                           debited in the same proportion.

                  (c)      Other Amounts Used to Repay Share Purchase Loans
                           - Shares released from the Loan Suspense Account
                           during the Plan Year by reason of the use of
                           contributions and earnings thereon to make
                           payments of principal and interest on a Share
                           Purchase Loan (reduced by any such shares
                           required to be allocated under subsection (a)
                           above) shall be allocated to the Participants'
                           accounts in proportion to the subaccounts
                           attributable to dividends on unallocated shares,
                           employer contributions and earnings thereon; and
                           such subaccounts shall be debited in the same
                           proportion. For this purpose, Shares released
                           from the Loan Suspense Account after the end of a
                           Plan Year on account of payments on a Share
                           Purchase Loan with contributions for such Plan
                           Year, but that were made after the end of such
                           Plan Year, shall be deemed to have been released
                           on the last day of such Plan Year.

         18.12    SEPARATE ACCOUNTING FOR MULTIPLE LOANS
         -----------------------------------------------
                  The Administrator shall establish recordkeeping procedures
                  and maintain such Participant subaccounts or other records
                  as are necessary to determine which Shares were acquired
                  with the proceeds of each Share Purchase Loan or were
                  acquired other than with the proceeds of a Share Purchase
                  Loan for purposes of complying with the terms of the


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                  Plan, including its terms relating to the use of dividends
                  on Shares, the release of Shares from the Loan Suspense
                  Account and the distribution of Shares acquired with the
                  proceeds of a Share Purchase Loan."





                               J. MOTEN, JR.
                               -------------
                               Title:   Senior Vice President -
                                        Operations and Marketing




                               D. H. YAEGER
                               ------------
                               Title:   Chairman, President and
                                        Chief Executive Officer