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Exhibit 10.3
                                                           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 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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                    AMENDMENTS TO THE LACLEDE GAS COMPANY
                        SALARY DEFERRAL SAVINGS PLAN


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

         "A twelve (12) consecutive month Service Period, commencing on the
         Employee's employment commencement date and the anniversary dates
         thereof, consisting of at least one thousand (1,000) Hours of
         Service, with the Company, or a Related Company as hereinafter
         defined. All Years of Service, whenever achieved, shall be counted
         for purposes of determining eligibility to become a Participant.
         For purposes of this section, "Related Company" 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 (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."

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

         "The amounts paid a Participant for the period in which he is
         eligible to participate during a Company Year (including salary
         reduction amounts pursuant to Article IV hereof and Code Section
         125 or Code Section 132(f)(4)), by the Company for services
         rendered as an Employee, as would (but for the subtraction of
         salary reduction amounts pursuant to Article IV hereof, Code
         Section 125 or Code Section 132(f)(4)) be reported for federal
         income tax purposes on U. S. Treasury Department Form W-2, except
         that pension payments and other deferred compensation, income
         attributable to the award or exercise of stock options, the
         premature disposition of stock option stock, or the award or
         vesting of restricted stock, and any other amount which does not
         constitute "compensation" within the meaning of Code Section 415
         shall not constitute Compensation. Beginning October 1, 1994,
         Compensation is limited to $150,000 per Plan Year, which amount is
         subject to annual adjustment by the U.S. Treasury Department in
         accordance with Code Section 401(a)(17). For purposes of applying
         the annual compensation limit described in the immediately
         preceding sentence, the family unit of an Employee, who is either:
         (a) a five percent (5%) owner or (b) both a highly compensated
         Employee and one of the ten most highly compensated Employees
         during the Plan Year will be treated as a single Employee. For this
         purpose a family unit consists of: the Employee who is a five
         percent (5%) owner or is both a highly compensated Employee and one
         of the ten most highly compensated Employees; such Employee's
         Employee spouse; and such Employee's Employee lineal descendants
         who have not attained age nineteen (19) before the close of the
         year. The provisions set forth in the immediately preceding two
         sentences shall expire on September 30, 1997."


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3.       Effective October 1, 2002, a new Section 2.39 is hereby added to read
         as follows:

         "2.39    "HOUR OF SERVICE"
         --------------------------
                  (a)      Each hour for which an employee is paid, or
                           entitled to payment, for the performance of
                           duties by the Company or Related Company during
                           the applicable computation period.

                  (b)      Each hour for which an Employee is paid, or
                           entitled to payment, by the Company or Related
                           Company on account of a period of time during
                           which no duties are performed (irrespective of
                           whether the employment relationship was
                           terminated) due to vacation, holiday, illness,
                           incapacity (including disability and a period
                           during which an Employee received worker's
                           compensation), layoff, jury duty, military duty
                           (as provided in Section 2.39(d)) or leave of
                           absence approved in writing by the Company or
                           Related Company. Notwithstanding the preceding
                           sentence,

                           (i)      An hour for which an Employee is
                                    directly or indirectly paid, or entitled
                                    to payment, on account of a period
                                    during which no duties are performed is
                                    not required to be credited to the
                                    Employee if such payment is made or due
                                    under a plan maintained solely for the
                                    purpose of complying with applicable
                                    unemployment compensation or disability
                                    insurance laws,

                           (ii)     Hours of Service are not required to be
                                    credited for a payment which solely
                                    reimburses an Employee for medical or
                                    medically related expenses incurred by
                                    the Employee, and

                           (iii)    Hours of Service are not required to be
                                    credited for any payment under this
                                    Plan.

                           For purposes of this Section 2.39(b), a payment
                           shall be deemed to be made by or due from the
                           Company or Related Company regardless of whether
                           such payment is made by or due from the Company
                           or Related Company directly, or indirectly
                           through, among others, a trust fund, or insurer,
                           to which the Company or Related Company
                           contributes or pays premiums and regardless of
                           whether contributions made or due to the trust
                           fund, insurer or other entity are for the benefit
                           of particular employees or are on behalf of a
                           group of employees in the aggregate.

                  (c)      Each hour for which back pay, irrespective of
                           mitigation of damages, is either awarded or
                           agreed to by the Company or Related Company. The
                           same Hours of Service shall not be credited both
                           under Section 2.39(a) or (b), as the case may be,
                           and under this Section 2.39(c). Crediting of
                           Hours of Service for back pay awarded or agreed
                           to with respect to periods described in Section
                           2.39(b) shall be subject to the limitations set
                           forth in that section.

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                  (d)      Each hour during a period of military service of
                           an Employee who left the employ of the Company or
                           Related Company to enter the Armed Forces of the
                           United States of America and who returned to the
                           employ of the Company or Related Company after
                           discharge or release from such active military
                           service within three (3) months thereafter, or
                           the time otherwise prescribed by law. For each
                           normal working day of absence under this
                           paragraph an Employee shall be credited with
                           eight (8) hours.

                  (e)      For a non-hourly Employee, Hours of Service shall
                           be determined by any alternative means,
                           consistently applied, authorized by regulations
                           issued under the Employee Retirement Income
                           Security Act.

                  (f)      The rules for crediting hours of service set
                           forth in paragraphs (b) and (c) of Section
                           2530.200b-2 of Department of Labor Regulations
                           are hereby incorporated by reference."

4.       Effective October 1, 2001, the first paragraph of Section 4.4 is
         hereby amended in its entirety to read as follows:

         "Notwithstanding any other provision of this Section, beginning
         October 1, 2001 the Plan is intended to meet the design-based safe
         harbors under Code Sections 401(k)(12) and 401(m)(11). For each Plan
         Year in which the Plan meets the enhanced matching formula, the
         tests specified in this Section 4.4 and in Section 5.1 need not be
         calculated. At least thirty (30) days but not more than ninety (90)
         days prior to each Plan Year, Employees will receive the required
         notification that the Plan will utilize the design-based safe
         harbors. If the Plan will not utilize the above design-based safe
         harbors, then Employees will be notified as such prior to the
         beginning of the applicable Plan Year."

5.       Effective October 1, 2001, the first paragraph of Section 5.1(b)
         is hereby amended in its entirety to read as follows:

         "Notwithstanding any other provision of this Section, beginning
         October 1, 2001 the Plan is intended to meet the design-based safe
         harbors under Code Sections 401(k)(12) and 401(m)(11). For each Plan
         Year in which the Plan meets the enhanced matching formula, the
         tests specified in this Section 4.4 and in Section 5.1 need not be
         calculated. At least thirty (30) days but not more than ninety (90)
         days prior to each Plan Year, Employees will receive the required
         notification that the Plan will utilize the design-based safe
         harbors. If the Plan will not utilize the above design-based safe
         harbors, then Employees will be notified as such prior to the
         beginning of the applicable Plan Year. Design-based safe harbor
         matching contributions may not be used to satisfy the safe harbor
         contribution requirement of more than one plan."



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6.       Effective October 1, 2002, the second paragraph of Section 4.4 is
         hereby amended in its entirety to read as follows:

         "Inasmuch as applicable federal law and regulations establish
         certain limitations on salary deferral amounts for certain
         Employees and require aggregation of plans in accordance with Code
         Sections401(a)(4) and 410(b), each salary deferral election shall
         be subject to automatic adjustment in accordance with the following
         rules, which are intended to assure compliance with applicable
         law:"

7.       Effective October 1, 2002, the second paragraph of Section 5.1(b)
         is hereby amended in its entirety to read as follows:

         "Inasmuch as applicable federal law and regulations establish
         certain limitations on Company Matching Contributions for certain
         Employees and require aggregation of plans in accordance with Code
         Sections401(a)(4) and 410(b), each Matching Contribution shall be
         subject to automatic adjustment in accordance with the following
         rules, which are intended to assure compliance with applicable
         law:"

8.       Effective October 1, 2002, the paragraph immediately following
         Section 5.1(b)(ii)(B) is hereby amended in its entirety to read as
         follows:

         "The higher amount of Sections 5.1(b)(ii)(A) and (b)(ii)(B) above
         is hereinafter in this Section 5.1 called the "Base Percentage." If
         the actual matching percentage for the Highly Compensated Employee
         group exceeds the Base Percentage, the deferrals of Highly
         Compensated Employees in excess of the amount permitted are hereby
         referred to as "Excess Matching Contributions." The aggregate
         dollar amount of such Excess Matching Contributions shall be
         determined by reducing the Company Matching Contributions of Highly
         Compensated Participants beginning with the Highly Compensated
         Participant with the highest ACR in accordance with Treas. Reg.
         Section 1.401(m)-1(e)(2). The Company Matching Contribution of each
         of those Participants in the Highly Compensated Employee group
         whose actual matching percentage shall be greater than the Base
         Percentage shall be reduced as necessary to eliminate the Excess.
         The aggregate amount so determined shall be forfeited beginning
         with the highest dollar amount of Matching Contributions and
         reducing as necessary to forfeit the aggregate amount. Any such
         Excess Matching Contributions shall be treated as a forfeiture and
         offset the Company Matching Contributions, including any applicable
         income earned on such matching contributions during the Plan Year,
         determined in accordance with a method that satisfies Treas. Reg.
         Section 1.401(m)-1(e)(3). Any such Excess Matching Contributions
         shall be corrected within twelve (12) months after the close of the
         Plan Year as required by Treasury Regulation Section
         1.401(m)-1(e)(5)."

9.       Effective March 1, 2003, Section 18.6 is hereby amended in its
         entirety to read as follows:

         "18.6    VALUATION
         ------------------
                  The fair market value of Shares and all other Plan assets
                  shall be determined as of each valuation date. In the case
                  of a transaction between the Plan and a disqualified
                  person, as defined in Code Section 4975 and the
                  regulations promulgated thereunder, valuation shall be
                  made as of the date of the transaction. If the Shares are
                  not readily tradable on an


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                  established securities market, the fair market value shall
                  be determined by an independent appraiser within the meaning
                  of Code Section 401(a)(28)(C)."

10.      Effective March 1, 2003, the last paragraph of Section 7.3(b) is
         hereby amended in its entirety to read as follows:

         "Code Section 415 is hereby incorporated by reference. Said
         reference in the preceding sentence shall additionally incorporate
         the employee stock ownership plan rules of Code Section 415(c)(6).
         The Limitation Year shall be the Plan Year."

11.      Effective March 1, 2003, a new paragraph (c) is added to Section 6.12
         to read as follows:

         "(c)     If, at some future time, Shares of the Laclede Group, Inc.
                  held in the Company Stock Fund shall not constitute a
                  registration-type class of securities, as defined in Code
                  Section 409(e), Participants shall be entitled to vote all
                  Shares attributable to their Accounts in accordance with
                  the provisions of such subsection and the regulations
                  promulgated thereunder."

12.      Effective March 1, 2003, Section 18.2 is hereby amended in its
         entirety to read as follows:

         "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; provided that, a Participant
                  must be given a reasonable opportunity before a dividend
                  is paid or distributed in which to make the election, and
                  a Participant must have a reasonable opportunity to change
                  a dividend election at least annually. 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."



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


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


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