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                                                                Exhibit 4.12

                             THE LACLEDE GROUP, INC.

                              OFFICER'S CERTIFICATE
                         Establishing Medium-Term Notes

                                , the Treasurer of The Laclede Group, Inc., a
         -----------------------
Missouri corporation (the "Company"), pursuant to the authority granted in the
Board Resolutions of the Company dated           , 200 , and Sections 201 and
                                       ----------     -
301 of the Indenture defined herein, does hereby certify to The Bank of New
York (the "Trustee"), as Trustee under the Indenture of the Company (For
Unsecured Debt Securities) dated as of             , 200  (the "Indenture"),
                                       ------------     -
that:

1.       The securities of the first series to be issued under the Indenture
         shall be designated "Medium-Term Notes, Series A" (the "Medium-Term
         Notes of the First Series"). All capitalized terms used in this
         certificate that are not defined herein shall have the meanings set
         forth in the Indenture;

2.       The Medium-Term Notes of the First Series shall mature, and the
         principal thereof shall be due and payable together with all accrued
         and unpaid interest, on such date not less than [nine months] nor
         more than [forty] years from the date of issuance, as shall be
         specified in the Medium-Term Notes of the First Series, a form of
         which is hereto attached as Exhibit A, and communicated by the
         Company to the Trustee by a written order pursuant to Company Order
         No. of even date herewith;

3.       The Medium-Term Notes of the First Series shall be issued in the
         denominations of $         [if other than denominations of $1,000]
                           --------
         and any integral multiple thereof;

4.       The Medium-Term Notes of the First Series shall bear interest as
         shall be specified in the Medium-Term Notes of the First Series, a
         form of which is hereto attached as Exhibit A, and communicated by
         the Company to the Trustee by a written order pursuant to Company
         Order No.         of even date herewith;
                  --------

5.       The principal of, premium, if any, and each installment of interest
         on the Medium-Term Notes of the First Series shall be payable at,
         and registration and registration of transfers and exchanges in
         respect of the Medium-Term Notes of the First Series may be
         effected at, the office or agency of the Company in The City of New
         York; provided that payment of interest may be made at the option
         of the Company by check mailed to the address of the persons
         entitled thereto or by electronic transfer to an account designated
         by the person entitled thereto. Notices and demands to or upon the
         Company in respect of the Medium-Term Notes of the First Series may
         be served at the office or agency of the Company in The City of New
         York. The Corporate Trust Office of the Trustee will initially be
         the agency of the Company for such payment, registration and
         registration of transfers and exchanges and service of notices and
         demands, and the Company


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         hereby appoints the Trustee as its agent for all such purposes;
         provided, however, that the Company reserves the right to change,
         by one or more Officer's Certificates, any such office or agency
         and such agent. The Trustee will initially be the Security
         Registrar and the Paying Agent for the Medium-Term Notes of the
         First Series;

6.       The Medium-Term Notes of the First Series shall be redeemable as
         provided in the Medium-Term Notes of the First Series, a form of
         which is attached hereto as Exhibit A, and communicated by the
         Company to the Trustee by a written order pursuant to Company Order
         No.         of even date herewith;
            --------

7.       [Extension of interest payment provisions, if any, will be inserted
         here];

8.       The Medium-Term Notes of the First Series shall be initially issued
         in global form registered in the name of Cede & Co. (as nominee for
         The Depository Trust Company, New York, New York). The Medium-Term
         Notes of the First Series in global form shall bear the depository
         legend in substantially the form set forth in Exhibit A hereto,
         containing certain restrictions on transfer;

9.       No service charge will be made for the registration of transfer or
         exchange of the Medium-Term Notes of the First Series; provided,
         however, that the Company may require payment of a sum sufficient to
         cover any tax or other governmental charge that may be imposed in
         connection with the exchange or transfer;

10.      If the Company shall make any deposit of money and/or Eligible
         Obligations with respect to any Medium-Term Notes of the First
         Series, or any portion of the principal amount thereof, as
         contemplated by Section 701 of the Indenture, the Company shall not
         deliver an Officer's Certificate described in clause (z) in the
         first paragraph of said Section 701 unless the Company shall also
         deliver to the Trustee, together with such Officer's Certificate,
         either:

                (A)   an instrument wherein the Company, notwithstanding the
                satisfaction and discharge of its indebtedness in respect of
                the Medium-Term Notes of the First Series, shall assume the
                obligation (which shall be absolute and unconditional) to
                irrevocably deposit with the Trustee or Paying Agent such
                additional sums of money, if any, or additional Eligible
                Obligations (meeting the requirements of Section 701), if
                any, or any combination thereof, at such time or times, as
                shall be necessary, together with the money and/or Eligible
                Obligations theretofore so deposited, to pay when due the
                principal of and premium, if any, and interest, if any, due
                and to become due on such Medium-Term Notes of the First
                Series or portions thereof, all in accordance with and
                subject to the provisions of said Section 701; provided,
                however, that such instrument may state that the obligation
                of the Company to make additional deposits as aforesaid
                shall be subject to the delivery to the Company by the
                Trustee of a notice asserting the deficiency accompanied by
                an opinion of an independent

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                public accountant of nationally recognized standing,
                selected by the Trustee, showing the calculation thereof; or

                (B)   an Opinion of Counsel to the effect that, as a result
                of (i) the receipt by the Company from, or the publication
                by, the Internal Revenue Service of a ruling or (ii) a
                change in law occurring after the date of this certificate,
                the Holders of such Medium-Term Notes of the First Series,
                or portions of the principal amount thereof, will not
                recognize income, gain or loss for United States federal
                income tax purposes as a result of the satisfaction and
                discharge of the Company's indebtedness in respect thereof
                and will be subject to United States federal income tax on
                the same amounts, at the same times and in the same manner
                as if such satisfaction and discharge had not been effected;

11.      The Medium-Term Notes of the First Series shall have such other
         terms and provisions as are provided in the form thereof set forth
         in Exhibit A hereto, and shall be issued in substantially such
         form;

12.      The undersigned has read all of the covenants and conditions contained
         in the Indenture relating to the Company's issuance of the Medium-Term
         Notes of the First Series and the definitions in the Indenture relating
         thereto, the compliance with which this certificate addresses;

13.      The statements contained in this certificate are based upon the
         familiarity of the undersigned with the Indenture, the documents
         accompanying this certificate, and upon discussions by the undersigned
         with officers and employees of the Company familiar with the matters
         set forth herein;

14.      In the opinion of the undersigned, he has made such examination or
         investigation as is necessary to enable him to express an informed
         opinion as to whether or not such covenants and conditions have
         been complied with; and

15.      In the opinion of the undersigned, such conditions and covenants and
         conditions precedent, if any (including any covenants compliance with
         which constitutes a condition precedent), to the authentication and
         delivery of the Medium-Term Notes of the First Series requested in the
         accompanying Company Order No.      have been complied with.
                                       -----

         IN WITNESS WHEREOF, I have executed this Officer's Certificate this
    day of            , 200  .
---        -----------     --

                                                   --------------------------
                                                   Treasurer


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                                    EXHIBIT A

                               [depository legend]

         [Unless this Certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation
("DTC"), to the Company or its agent for registration of transfer, exchange,
or payment, and any certificate issued is registered in the name of
Cede & Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such
other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has
an interest herein.]

                       [FORM OF FACE OF MEDIUM-TERM NOTE]

                             THE LACLEDE GROUP, INC.

                           MEDIUM-TERM NOTE, SERIES A


NO.

ISSUE DATE:                     PRINCIPAL AMOUNT:                  CUSIP:

ORIGINAL INTEREST               INTEREST RATE:                 MATURITY DATE:
ACCRUAL DATE:

INTEREST PAYMENT DATES:

REDEEMABLE AT OPTION OF THE COMPANY:   YES     NO
                                           --     --

                 [Redemption provisions will be inserted here].

         THE LACLEDE GROUP, INC., a corporation duly organized and existing
under the laws of the State of Missouri (herein referred to as the
"Company," which term includes any successor Person under the Indenture
referred to on the reverse hereof), for value received hereby promises to
pay to                  or registered assigns, the principal sum of
       ----------------
                          Dollars on the Maturity Date specified above, and
-------------------------
to pay interest thereon at the Interest Rate specified above, [semi-annually]
on the Interest Payment Dates specified above of each year and on the
Maturity Date specified above, from the Original Interest Accrual Date
specified above or from the most recent Interest Payment Date to which
interest has been paid, commencing on the Interest Payment Date next
succeeding the Original Interest Accrual Date, until the Company's

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obligation with respect to the payment of principal shall have been
discharged; provided, however, that if the date hereof is after a record
date specified below with respect to any Interest Payment Date and prior to
such Interest Payment Date, then interest shall be payable only from such
Interest Payment Date (unless the Issue Date is after such record date and
prior to the next succeeding Interest Payment Date, in which case payment of
interest shall commence on the second Interest Payment Date succeeding the
Issue Date), unless the Company shall default in the payment of interest due
on such Interest Payment Date, in which case interest shall be payable from
the next preceding Interest Payment Date to which interest has been paid,
or, if no interest has been paid on this Security, from the Original
Interest Accrual Date. In the event that any Interest Payment Date is not a
Business Day, then payment of interest payable on such date will be made on
the next succeeding day which is a Business Day (and without any interest or
other payment in respect of such delay) with the same force and effect as if
made on such Interest Payment Date. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in
the Indenture, be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be [the     th day of the
                                                           ----
calendar month next preceding such Interest Payment Date]. [Subject to the
extension of interest payment provisions,] Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to
the Holder on such Regular Record Date and may either be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment
of such Defaulted Interest to be fixed by the Trustee, notice of which shall
be given to Holders of Securities of this series not less than 10 days prior
to such Special Record Date, or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in the
Indenture.

         Payment of the principal of (and premium, if any) and interest on
this Security will be made at the office or agency of the Company maintained
for that purpose in The City of New York, the State of New York, in such
coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts; provided, however,
that, at the option of the Company, interest on this Security may be paid by
check mailed to the address of the person entitled thereto, as such address
shall appear on the Security Register, or by electronic transfer to an
account designated by the person entitled thereto.

         Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed
by the Trustee referred to on the reverse hereof by manual signature, this
Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.

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         IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed.

                                         THE LACLEDE GROUP, INC.


                                         By:
                                             --------------------------------


                     [FORM OF CERTIFICATE OF AUTHENTICATION]

                          CERTIFICATE OF AUTHENTICATION

Dated:

         This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.


                                         The Bank of New York,
                                         as Trustee


                                         By:
                                             --------------------------------

                      [FORM OF REVERSE OF MEDIUM-TERM NOTE]

         This Security is one of a duly authorized issue of securities of
the Company (herein called the "Securities"), issued and to be issued in one
or more series under an Indenture (For Unsecured Debt Securities), dated as
of           , 200   (herein, together with any amendments or supplements
   ----------     --
thereto, called the "Indenture," which term shall have the meaning assigned
to it in such instrument), between the Company and The Bank of New York, as
Trustee (herein called the "Trustee," which term includes any successor
trustee under the Indenture), and reference is hereby made to the Indenture,
including the Board Resolutions and Officer's Certificate filed with the
Trustee on , 200 creating the series designated on the face hereof, for a
statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated
on the face hereof.

         The Indenture contains provisions for defeasance at any time of the
entire indebtedness of the Company in respect of this Security, or any
portion of the principal amount thereof, upon compliance with certain
conditions set forth in the Indenture, including the Officer's Certificate
described above.

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         If an Event of Default with respect to Securities of this series
shall occur and be continuing, the principal of the Securities of this
series may be declared due and payable in the manner and with the effect
provided in the Indenture.

         The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of
the Company and the rights of the Holders of the Securities of each series
to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of a majority in principal amount of
the Securities at the time Outstanding of all series to be affected. The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver
is made upon this Security.

         As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or
trustee or for any other remedy thereunder, unless (a) such Holder shall
have previously given the Trustee written notice of a continuing Event of
Default with respect to the Securities of this series, (b) the Holders of a
majority in aggregate principal amount of the Securities of all series at
the time Outstanding in respect of which an Event of Default shall have
occurred and be continuing shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default in its own name as
Trustee, (c) such Holder shall have offered the Trustee reasonable indemnity
satisfactory to it, (d) the Trustee shall have failed to institute any such
proceeding for 60 days after receipt of such notice, request and offer of
indemnity, and (e) the Trustee shall not have received from the Holders of a
majority in aggregate principal amount of Securities of all series at the
time Outstanding in respect of which an Event of Default shall have occurred
and be continuing a direction inconsistent with such request. The foregoing
shall not apply to any suit instituted by the Holder of this Security for
the enforcement of any payment of principal hereof or any premium or [,
subject to the extension of interest payment provisions,] interest hereon on
or after the respective due dates expressed herein.

         No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
any premium and interest on this Security at the times, place and rate, and
in the coin or currency, herein prescribed.

         [Extension of interest payment provisions, if any, will be inserted
here.]

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         The Securities of this series are issuable only in registered form
without coupons in denominations of $         . As provided in the Indenture
                                     ---------
and subject to certain limitations therein set forth, Securities of this
series are transferable to a transferee or transferees, as designated by the
Holder surrendering the same for such registration of transfer, and
exchangeable for a like aggregate principal amount of Securities of this
series and of like tenor and of authorized denominations, as requested by
the Holder surrendering the same.

         No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in
connection therewith.

         The Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Security is registered as
the absolute owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.

         All terms used in this Security that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.



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