<PAGE>

Exhibit 10.2




                                                         Date: July 2, 2003


Douglas H. Yaeger (as Chairman of the Board, President and Chief Executive
Officer of Laclede Gas Company), and Barry C. Cooper (as Chief Financial
Officer of Laclede Gas Company), pursuant to resolutions adopted by the
Board of Directors on August 28, 1986, as amended on March 27, 2003, 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; Senior Vice President; Chief Financial Officer;
Treasurer; or Corporate Secretary of The Laclede Group, Inc. or Laclede Gas
Company 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 Employees' Retirement Plan of Laclede
Gas Company as set forth in the attached exhibit, such amendment to be
effectuated and evidenced by our signatures on said exhibit.


<PAGE>
<PAGE>

                AMENDMENTS TO THE EMPLOYEES' RETIREMENT PLAN
                           OF LACLEDE GAS COMPANY


1.       Effective October 1, 1997, the second paragraph of Section 1.1.8 is
         hereby amended in its entirety to read as follows:

         "Notwithstanding the preceding paragraph of this Section 1.1.8, the
         term "Employee" shall exclude "leased employees" for all purposes
         except the determination of Year of Service, as defined in Section
         1.1.22. 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 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 (1)
         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 (1)
         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
         workforce. In no event shall a leased employee be eligible for a
         pension benefit under this Plan."

2.       Effective October 1, 2000, the first paragraph of Section 1.1.10 is
         hereby amended in its entirety to read as follows:

         "Normal Compensation" for any Employee during any period means the
         wages, salary or commissions actually received by him for working
         time during such period plus any salary reduction amounts under the
         Laclede Gas Company Salary Deferral Savings Plan, the Laclede Gas
         Company Wage Deferral Savings Plan, as the same may be hereafter
         amended, supplemented or replaced, and Code Section 125 or Code
         Section 132(f)(4), but exclusive of any profit sharing
         distributions or any other special payments. "Normal Compensation"
         shall include:"

3.       Effective October 1, 1998, Section 3.10 is hereby amended in its
         entirety to read as follows:

         "For any Plan Year, the total annual amount of an Employee's
         pension derived from Company contributions under this Plan and
         under all other defined benefit plans of the Company and/or of any
         Related Company, as modified by Code Section 415(b) (50% control
         test) shall not exceed the amount permitted under Code Section 415,
         increased as permitted under Code Section 415(d). The provisions of
         Code Section 415 are hereby incorporated by reference. The reduced
         limitation for early retirement benefits shall be determined in
         accordance with applicable regulations using the


<PAGE>
<PAGE>

         actuarial assumptions prescribed by the Plan for completing optional
         forms of payment except as required by Code Section 415(b)(2)(E).

         Effective for limitation years ending before October 1, 2000, if an
         Employee also is participating in one or more defined contribution
         plans of the Company and/or of any Related Company, the annual
         additions (as defined in Code Section 415(c)(2)) to such defined
         contribution plans shall be limited (or reduced, if applicable) so
         that a "combined benefit factor" in excess of 1.0 shall not result,
         pursuant to Code Section 415(e). The repeal of Code Section 415(e)
         is effective as of October 1, 2000, and shall only apply to an
         employee whose accrued pension increases on or after October 1,
         2000.

         Effective on or after October 1, 2000, reduction of benefits or
         contributions to all plans, where required to comply with Code
         Section 415, shall be accomplished by reducing the Employee's
         benefit under any defined benefit plans maintained by the Company
         or a Related Company in which he participated, such reduction to be
         made first with respect to the plan in which he most recently
         accrued benefits and thereafter in such priority as shall be
         determined by the Plan administrator and the administrators of such
         other plans.

         For purposes of determining the limitations of Code Section 415
         with respect to the Employee's average compensation, effective
         October 1, 1998, compensation means wages paid by the Company
         within the meaning of Code Section 3401(a) (for purposes of income
         tax withholding at the source) but determined without regard to any
         rules that limit the remuneration included in wages based on the
         nature or location of the employment or the services performed
         (such as the exceptions for agricultural labor and the exceptions
         for services performed outside the United States), plus the amount
         of salary reduction as a result of an election pursuant to a plan
         or plans governed by Code Sections 125, 401(k), or 403(b)
         (inclusively) and, effective October 1, 2001, Code Section
         132(f)(4)."

4.       Effective October 1, 1997, the second paragraph following paragraph D.
         of Section 1.1.10. is hereby amended in its entirety to read as
         follows:

         "For purposes of applying the annual compensation limit, the family
         unit of an Employee, who is either a five percent (5%) owner or who
         is both a highly compensated Employee and one of the ten most
         highly compensated Employees during the year, will be treated as a
         single Employee. For this purpose, a family unit is 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, the
         Employee's spouse and the Employee's lineal descendants who have
         not attained age nineteen (19) before the close of the year. The
         limit as described in the preceding two sentences shall expire on
         September 30, 1997."

5.       Effective October 1, 1997, Section 15.5 is hereby amended in its
         entirety to read as follows:

         "Notwithstanding anything to the contrary in this Plan, minimum
         required distributions, as required by and in accordance with Code
         Section 401(a)(9) and the regulations thereunder then in effect,
         shall begin not later than April 1st of the


                                     2


<PAGE>
<PAGE>

         calendar year following the later of (i) the calendar year in
         which the employee attained age seventy and one-half (70 1/2), and
         (ii) if the Participant is not a five percent (5%) owner as
         defined in Code Section416(i), the Calendar Year in which the
         Participant retires. Benefits that commence after the April 1st
         following the Participant's attainment of age seventy and one-half
         (70 1/2) will be increased actuarially as provided herein. For
         distributions commencing prior to 2003, the first such
         distribution shall be for the calendar year in which the employee
         attained age seventy and one-half (70 1/2) (hereinafter referred
         to as the "First Benefit Year"). Subsequent minimum required
         distributions shall be for the calendar year then ending or for
         the then current calendar year, if made prior to December 31st
         (the "Subsequent Benefit Year"). Employees who are not five
         percent (5%) owners and who attain age seventy and one-half (70
         1/2) on and after January 1, 2000 and before January 1, 2003, may
         elect to receive or defer the minimum distributions determined in
         accordance with Code Section 401(a)(9) for distribution years 2000
         through 2002.

         With respect to distributions under the Plan made on or after
         November 1, 2001, 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 (the
         2001 Proposed Regulations), notwithstanding any provision of the
         Plan to the contrary. If the total amount of required minimum
         distributions made to a Participant for 2001 prior to November 1,
         2001 are equal to or greater than the amount of required minimum
         distributions determined under the 2001 Proposed Regulations, then
         no additional distributions are required for such Participant for
         2001 on or after such date. If the total amount of required minimum
         distributions made to a Participant for 2001 prior to November 1,
         2001 are less than the amount determined under the 2001 Proposed
         Regulations, then the amount of required minimum distributions for
         2001 Proposed Regulations, then the amount of required minimum
         distributions for 2001 on or after such date will be determined so
         that the total amount of required minimum distributions for 2001 is
         the amount determined under the 2001 Proposed Regulations. This
         amendment shall continue in effect until the end of the last
         calendar year beginning before the effective date of final
         regulations under Code Section 401(a)(9) or such other date as may
         be specified in guidance published by the Internal Revenue Service.

         Retirement benefits will be increased actuarially to take into
         account any period after age seventy and a half (70 1/2) in which
         the Participant does not receive any benefits under the Plan. Any
         such actuarial increase shall be provided for the period beginning
         on the April 1st following the calendar year in which the
         Participant attains age seventy and a half (70 1/2) and ending on
         the date retirement benefits commence (the "gross-up period").

         The amount of actuarial increase for the gross-up period shall be
         the Actuarial Equivalent of the Participant's retirement benefits
         that would have been payable during the gross-up period if
         distributions had commenced at the beginning of the gross-up
         period, including the Actuarial Equivalent of additional benefits
         accrued during the gross-up period (reduced by the Actuarial
         Equivalent of distributions, if any, made during the gross-up
         period).

                                     3

<PAGE>
<PAGE>

         The amount of a minimum required distribution for the First Benefit
         Year or any Subsequent Benefit Year shall be calculated by dividing
         the amount determined under subsection A below, by the applicable
         life expectancy:

         A.       The lump-sum Actuarial Equivalent of the Employee's
                  Accrued Benefit as of December 31st immediately prior to:

                  (1)      the First Benefit Year for the first minimum
                           required distribution, or

                  (2)      each Subsequent Benefit Year, in the case of all
                           subsequent distributions;

                  reduced, but not below zero, by the amount of all prior
                  payments of previous minimum required distributions, plus
                  interest computed as described in subclause (ii) of this
                  subsection A. For purposes of this subsection A:

                  (i)      the definition of Actuarial Equivalent is
                           modified by using the first day of the First
                           Benefit Year or Subsequent Benefit Year, as
                           applicable, as the "determination date" for the
                           determination of the mortality and interest
                           discount factors; and

                  (ii)     the interest referred to above shall be the
                           interest accrued on any previous minimum required
                           distribution

                           (a)      beginning on the date following the day
                                    such minimum required distribution was
                                    actually paid and ending on the payment
                                    date for the subsequent minimum required
                                    distribution being calculated, and

                           (b)      at the Pension Benefit Guaranty
                                    Corporation's rate for valuing
                                    private-sector immediate annuities as in
                                    effect for each month during which such
                                    interest accrues.

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

         If the Employee dies before attaining age seventy and one-half
         (70 1/2) or after attaining age seventy and one-half (70 1/2) but
         before the minimum required distributions have begun, distributions
         must commence no later than December 31st of the year following the
         calendar year of the Employee's death. However, if the Designated
         Dependent is the surviving spouse of the Employee, payments of such
         interest payable over a period not to exceed the life expectancy of
         the Spouse need not commence before the date on which the Employee
         would have attained seventy and one-half (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 Employee. If the Employee dies after the
         minimum required distributions have begun, the remainder of the
         Employee's


                                     4

<PAGE>
<PAGE>

         Accrued Benefit will be distributed at least as rapidly as under
         the distribution method used before the Employee's death.

         Distributions in accordance with this Section 15.5 will comply with
         the minimum distribution requirements, including the minimum
         distribution incidental benefit requirements, of Code Section
         401(a)(9) and regulations thereunder then in effect, and Code
         Section 401(a)(9) is hereby incorporated by reference. If any
         provision of this Plan conflicts with these distribution
         requirements, then Code Section 401(a)(9) distribution requirements
         will apply."

6.       Effective October 1, 2000, Section 1.1.15. is hereby amended in its
         entirety to read as follows:

         "The "Actuarial Equivalent" of any benefit or allowance shall be
         determined on the basis of the mortality table and interest
         discount factor determined as follows:

                  A.       With respect only to Contract Employees, for the
                           purpose of determining lump sum values prior to
                           October 1, 2000 with respect to Option 4 in
                           Section 4.1 and the Death Benefit in Section 5.4:

                           (1)      The mortality table and interest
                                    discount factor are to be determined
                                    using a "determination date" which is
                                    the first (1st) day of the month on
                                    which benefit payments begin.

                           (2)      Mortality Table - The Pension Benefit
                                    Guaranty Corporation Mortality Tables
                                    for Healthy Male and Female Participants
                                    as in effect on the appropriate
                                    determination date. Resultant actuarial
                                    equivalence factors will be sex-blended
                                    eighty-five percent (85%) male and
                                    fifteen percent (15%) female.

                           (3)      Interest Discount Factor - The Pension
                                    Benefit Guaranty Corporation rate for
                                    valuing private-sector immediate
                                    annuities as in effect on the
                                    determination date.

                  B.       Beginning on October 1, 2000, Contract Employee
                           who elects a lump sum distribution shall
                           receive a lump sum distribution equal to the
                           larger of the amounts determined under (i) or
                           (ii) below:

                           (1)      The actuarial equivalent using:

                                    (i)     The Pension Benefit Guaranty
                                            Corporation Mortality Tables
                                            for Healthy Male and Female
                                            Participants as in effect on
                                            August 1, 1994 with resultant
                                            actuarial equivalence factors
                                            sex-blended 85% male and 15%
                                            female.

                                    (ii)    The Interest Discount Factor
                                            of the Pension Benefit Guaranty
                                            Corporation rate for valuing



                                     5

<PAGE>
<PAGE>

                                            private-sector immediate
                                            annuities as in effect on the
                                            determination date. The Interest
                                            Discount Factor is to be
                                            determined using a "determination
                                            date" which is the first (1st)
                                            day of the month on which benefit
                                            payments begin. In the event
                                            that the Pension Benefit Guaranty
                                            Corporation ceases to publish
                                            the rate for valuing private-
                                            sector immediate annuities, the
                                            Interest Discount Factor is the
                                            thirty (30) year Treasury Constant
                                            Maturities or Treasury Securities
                                            rate published by the Federal
                                            Reserve or the Internal Revenue
                                            Service for the second (2nd) month
                                            prior to the determination date,
                                            minus one and three-quarters
                                            percent (1.75%).

                           (2)      The actuarial equivalent using:

                                    (i)     The mortality table as specified
                                            in Code Section 417(e)(3)(A)(ii)
                                            with resultant actuarial
                                            equivalence factors sex-blended
                                            50% male and 50% female.

                                    (ii)    The interest discount factor of
                                            the average yield on thirty (30)
                                            year Treasury Constant
                                            Maturities or Treasury
                                            Securities rate published by the
                                            Federal Reserve or the Internal
                                            Revenue Service for the second
                                            (2nd) calendar month prior to
                                            the determination date which is
                                            the first (1st) day of the month
                                            on which benefit payments begin.
                                            The interest discount factor may
                                            change monthly.

                  C.       With respect only to Contract Employees, for all
                           other purposes:

                           (1)      The mortality table and interest
                                    discount factor to be used commencing
                                    July 1, 1984 and through December 31,
                                    1984 is to be determined using a
                                    "determination date" of April 1, 1984.
                                    The mortality table and interest
                                    discount factor used for any calendar
                                    year after 1984 is to be determined
                                    using a "determination date" as of
                                    October 1 immediately preceding that
                                    calendar year, except that, for the
                                    purpose of paragraph 6.3A(4), the
                                    "determination date" is the first day of
                                    the month on which benefit payments
                                    begin.

                           (2)      Mortality Table - The Pension Benefit
                                    Guaranty Corporation Mortality Tables
                                    for Healthy Male and Female Participants
                                    as in effect on the appropriate
                                    determination date will apply to
                                    retirement other than Disability
                                    Retirement, Article VII. For Disability
                                    Retirement, the Pension Benefit Guaranty
                                    Corporation Mortality Tables for
                                    Disabled Male and Female Participants in
                                    effect on the appropriate determination
                                    date will apply. Resultant


                                     6

<PAGE>
<PAGE>

                                    actuarial equivalence factors will be
                                    sex-blended 85% male and 15% female for
                                    other than Disability Retirement, and 97%
                                    male, 3% female for Disability Retirement.

                           (3)      Interest Discount Factor - The Pension
                                    Benefit Guaranty Corporation rate for
                                    valuing private-sector immediate
                                    annuities as in effect on the
                                    determination date.

                  D.       For Management Employees only:

                           (1)      The mortality table and interest
                                    discount factor to be used commencing
                                    July 1, 1984 and through December 31,
                                    1984 is to be determined using a
                                    "determination date" of April 1, 1984.
                                    The mortality table and interest
                                    discount factor to be used commencing
                                    January 1, 1985 and through March 31,
                                    1985 is to be determined using a
                                    "determination date" of October 1, 1984.
                                    The mortality table and interest
                                    discount factor to be used commencing
                                    April 1, 1985 is to be determined using
                                    a "determination date" which is the
                                    first (1st) day of the month preceding
                                    the month in which the Employee's actual
                                    retirement date occurs. The mortality
                                    table and interest discount factor to be
                                    used commencing October 1, 1985 are to
                                    be determined using a "determination
                                    date" which is the first (1st) day of
                                    the month on which benefit payments
                                    begin for lump sum payments (the date of
                                    distribution).

                           (2)      Mortality Table - With respect to
                                    determination dates from and after July
                                    1, 1990, the 1983 Group Annuity
                                    Mortality Table. Resultant actuarial
                                    equivalence factors will be sex-blended
                                    80% male and 20% female.

                           (3)      Interest Discount Factor - The Pension
                                    Benefit Guaranty Corporation rate for
                                    valuing private-sector immediate
                                    annuities as in effect on the
                                    determination date.

                           (4)      Notwithstanding the preceding, for lump
                                    sum distributions on or after October 1,
                                    2000, the Participant shall be entitled
                                    to the greater of the amount determined
                                    using the mortality and interest
                                    discount factors specified above or the
                                    amounts determined using the following
                                    factors:

                                    (i)     The mortality table as specified
                                            in Code Section
                                            417(e)(3)(A)(ii)(I) with
                                            resultant actuarial equivalence
                                            factors sex-blended fifty
                                            percent (50%) male and fifty
                                            percent (50%) female.

                                    (ii)    The interest discount factor as
                                            specified in Code Section
                                            417(e)(3)(A)(ii)(II) of the
                                            average yield on thirty (30)
                                            year Treasury Constant
                                            Maturities or Treasury
                                            Securities rate published by the
                                            Federal Reserve or


                                     7

<PAGE>
<PAGE>

                                            the Internal Revenue Service in
                                            effect on the determination date.

                           For actual retirement dates occurring on or after
                           July 1, 1990, the benefit payable with respect to
                           a Management Employee shall not be less than the
                           amount which would have been payable if his Accrued
                           Benefit at actual retirement date equalled his
                           Accrued Benefit at June 30, 1990, and if the
                           mortality table were determined in accordance with
                           the Plan provisions in effect on June 30, 1990.

7.       Effective December 12, 1994, a new Section 2.9 is hereby added to
         read as follows:

         "SECTION 2.9 - 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)."

8.       Effective October 1, 2000, Section 1.1.38. is hereby amended in its
         entirety to read as follows:

         ""Eligible Rollover Distribution" means any distribution of all or
         any portion of the balance to the credit of the Employee, surviving
         spouse, or QDRO Payee. However, an Eligible Rollover Distribution
         does not include: any distribution that is one of a series of
         substantially equal periodic payments (not less frequently than
         annually) made for the life (or life expectancy) of the distributee
         or the joint lives (or joint life expectancies) of the distributee
         and the distributee's designated beneficiary, as applicable; any
         minimum distribution required under Code Section 401(a)(9); 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."

9.       Effective October 1, 1997, Section 14.7 is hereby amended in its
         entirety to read as follows:

         "Notwithstanding any provisions in this Plan to the contrary, the
         payment of benefits to or on behalf of a "Restricted Employee" in
         any year shall not exceed an amount equal to the payments that
         would be made to or on behalf of the Restricted Employee in that
         year under a single life annuity that is the Actuarial Equivalent
         of the accrued benefit, as defined in Treas. Reg. Section
         1.401(a)(4)-5(b), and other benefits to which the Restricted
         Employee is entitled under the Plan (other than a Social Security
         Supplement), and a Social Security Supplement, if any, that the
         Restricted Employee is entitled to receive.

         A.       Non-applicability in certain cases: the restrictions in
                  the immediately preceding paragraph do not apply if any
                  one of the following requirements is satisfied:

                  (1)      After taking into account payment to or on behalf
                           of the Restricted Employee of all benefits
                           payable to or on behalf of that Restricted
                           Employee under the Plan, the value of Plan assets
                           is at least one


                                     8

<PAGE>
<PAGE>

                           hundred ten percent (110%) of the value of current
                           liabilities, as defined in Code Section 412(l)(7);

                  (2)      The value of the benefits payable to or on behalf
                           of the Restricted Employee are less than one
                           percent (1%) of the value of such current
                           liabilities before distribution; and

                  (3)      The value of the benefits payable to or on behalf
                           of the Restricted Employee do not exceed the
                           amount described in Code Section 411(a)(11)(A)
                           (restrictions on certain mandatory
                           distributions).

                  Restricted Employee, for purposes of this section, means
                  any HCE who is one of the twenty-five nonexcludable (for
                  purposes of Code Sections 410(b) and 401(a)(4))
                  Employees or former Employees of the Company and the
                  Related Companies with the largest amount of compensation
                  in the current or any prior year.

                  HCE means Highly Compensated active Employees and Highly
                  Compensated former Employees.

                  A Highly Compensated active Employee includes any Employee
                  who performs services for the Company or Related Company
                  during the determination year and who, during the
                  look-back year, received compensation from the Company or
                  Related Company in excess of eighty thousand dollars
                  ($80,000), as adjusted by the Secretary for increases in
                  the cost of living in accordance with Code Section
                  414(q)(1), and any Employee who is a five percent (5%)
                  owner (as defined in Code Section 416(i)) at any time
                  during the look-back year or determination year. For this
                  purpose the determination year shall be the Plan Year and
                  the look-back year shall be the immediately preceding
                  year.

                  A Highly Compensated former Employee includes any Employee
                  who separated from service (or was deemed to have
                  separated) prior to the determination year, performs no
                  service for the Company or Related Company during the
                  determination year, and was a Highly Compensated active
                  Employee for either the separation year or any
                  determination year ending on or after the Employee's
                  fifty-fifth (55th) birthday.

                  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 1.1.2.B is hereby amended in its
         entirety to read as follows:

         "B.      "Related Company" means any corporation or other business
                  entity that from time to time is, along with the Company,
                  a member of a controlled group of businesses, as defined
                  in Code Sections 414(b) and 414(c), or a member of
                  an affiliated service group, as defined in Code Section
                  414(m). A business entity is a Related Company only while
                  a member of such group."

                                     9

<PAGE>
<PAGE>

11.      Effective October 1, 2002, the first paragraph following paragraph
         D. of Section 1.1.10. is hereby amended in its entirety to read as
         follows:

         "Normal Compensation excludes any overtime pay or bonuses for
         Employees covered by a collective bargaining agreement and any
         amounts realized by Employees on the award, vesting, or exercise of
         stock options or restricted stock. Any form of compensation not
         specifically mentioned herein shall be included or excluded in the
         computation of Normal Compensation in accordance with the rules and
         regulations adopted from time to time by the Retirement Board.
         Effective October 1, 1994, Normal Compensation is limited to
         $150,000 per Plan Year, which amount is subject to annual
         adjustment by the U.S. Treasury Department in accordance with Code
         Section 401(a)(17)."

12.      Effective October 1, 2002, the first paragraph of Section 1.1.15.
         is hereby amended in its entirety to read as follows:

         "The "Actuarial Equivalent" of any benefit or allowance shall be
         determined on the basis of the mortality table and interest
         discount factor determined in the following subsections. In the
         event the mortality table and/or interest discount factor change, a
         Participant's accrued benefit on or after the effective date of
         such change shall be the greater of the Actuarial Equivalent of the
         accrued benefit determined as of the day before the effective date
         of such change in such factors based on the Participant's age as of
         the date of the determination, or the Actuarial Equivalent of the
         total accrued benefit as of the date of determination computed
         using the new factors, except as otherwise permitted by applicable
         law and regulations."



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



                                            BARRY C. COOPER
                                            ------------------------------
                                            Title: Chief Financial Officer



                                     10