Exhibit
10.2
 
 
 SALIENT
FEATURES OF
 THE
LACLEDE GROUP, INC.
 DEFERRED
INCOME PLAN FOR
 DIRECTORS AND SELECTED
EXECUTIVES
 (January
1, 2005)
 
 
 Purpose of
Plan
 
 To
further the long-term growth and earnings of the Laclede Gas Company (“Gas”),
Gas adopted the Deferred Income Plan and Deferred Income Plan II, which benefits
earned and vested thereunder as of December 31, 2004 are not subject
to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)
(the “Grandfathered Plans”).  As a result of the enactment of Code
Section 409A, The Laclede Group, Inc. (the “Company”) adopted, as of
January 1, 2005, The Laclede Group, Inc. Deferred Income Plan (the
“Group Plan”), which governs amounts earned and vested on
January 1, 2005 and thereafter.  Effective as of
January 1, 2005, no additional amounts shall be deferrable to the
Grandfathered Plans.  Unless otherwise stated, all references herein
to the “Plan” shall mean this “Group Plan.”
 
 The
Plan is designed to enhance the value of current compensation paid to such
individuals by permitting a portion of such compensation to be deferred with
such deferrals forming the basis for attractive benefits upon retirement or
death or disability before retirement.
 
 Plan
Year
 
 A
Plan Year shall be a calendar year and all Participants (regardless of whether
they are Officers, other key executives, or non-employee Directors) shall be
eligible to make deferrals.
 
 Applicability
 
 The
Plan will be made available to the Company’s Directors and Officers as well as
selected key executives of the Company and Gas (and such other Affiliates that
adopt the Plan) at a salary level of 9, 10 or 11 (hereinafter known as grade
level 15 or higher) for the respective periods described herein
(“Participants”).  It is intended that the Plan constitute an unfunded
deferred compensation arrangement for the benefit of a select group of
management or highly compensated employees (and other service providers) of the
Company and its designated subsidiaries and affiliates for purposes of the
federal income tax laws and the Employee Retirement Income Security Act of 1974,
as amended (“ERISA”) and all documents, agreements or instruments made or given
pursuant to the Plan shall be interpreted so as to effect such
intent.
 
 
 For
purposes of the Plan, “Affiliate” shall mean (i) any
person or entity that directly or indirectly controls, is controlled by or is
under common control with the Company and/or (ii) to the extent provided by
the Company’s Compensation Committee, any person or entity in which the Company
has a significant interest.  The term “control” (including, with
correlative meaning, the terms “controlled by” and “under common control with”),
as applied to any person or entity, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of such person or entity, whether through the ownership of voting or
other securities, by contract or otherwise; provided, however, with respect
to any deferrals subject to Section 409A of the Code, the term “Affiliate” shall
mean any member of the Company’s control group within the meaning of U.S.
Treasury Regulation Section 1.409A-1(h)(3), as such may be modified or amended
from time to time, by applying the “at least 50 percent” provisions
thereof.
 
 Amounts of
Deferral
 
 The
Company’s Board of Directors shall determine on an annual basis the Plan Years
during which deferrals shall be allowed under the Plan.  Non-employee
Directors will be permitted to defer up to 100% of fees and retainers in each
year in which deferrals for them are allowed.  The deferral by other
Participants shall not exceed 15% of the Participant’s annual salary level
(excluding incentive compensation) as of the November 1 of the immediately
preceding Plan Year.  The minimum amount of deferral in any Plan Year
will be $3,000 for each Participant.  Participants shall designate the
amount of scheduled deferrals for the upcoming Plan Year in which deferrals are
allowed and such designated deferral amounts shall not be changed without the
approval of the Company’s Compensation Committee; provided, however, that (i) such change
shall apply only to the extent that it complies with Code Section 409A and Final
Treasury Regulation 1.409A-3(j)(4)(viii) with respect to deferrals following an
unforeseeable emergency or hardship distribution pursuant to Treasury Regulation
1.401(k)-1(d)(3) under the 401(k) plan in which such Participant is
participating or Final Treasury Regulation 1.409A-3(j)(4)(xii) with respect to
such Participant’s Disability, (ii) such change is approved by the Compensation
Committee, and (iii) such change shall apply only to deferrals of compensation
earned after the date of the change, and amounts already deferred under the Plan
shall not be refunded or returned until payable as otherwise provided in this
Plan.  An election to defer must be made prior to the December 1
immediately preceding each Plan Year; provided, that a person who
becomes a new Participant in this Plan may, within 30 days following his or her
selection as a Participant, elect to defer compensation to be earned after the
date of such election (provided further that such Participant was not eligible
to participate in any plan that is required to be aggregated for this purpose
with this Plan for purposes of Code Section 409A and published guidance
thereunder, including the Grandfathered Plans).  The annual salary
deferral shall be in uniform monthly amounts.
  2
  
 Income
Benefits
 
 Generally
 The
amount and timing of the income benefit hereunder depends on the amount of the
compensation deferred, the ages at which deferrals are made, the Participant’s
age at time of separation from service, and the reason for the Participant’s
separation from service.
 
 Benefit
On or After Applicable Retirement Age
 
 If
a Participant terminates employment with the Company and its Affiliates on or
after the Participant’s Applicable Retirement Age (as defined below) and the
Change in Control section below is not applicable, the Participant shall be
entitled to a benefit payable in 15 substantially equal annual installments
(each not being treated
separately for any purpose under Code Section 409A).  “Applicable
Retirement Age” shall mean the attainment, for employees, of age 55; and for
directors, of age 65.  The amount of the Participant’s benefit shall
be determined as the greater of the benefit calculated under subsections (a) and
(b) of the Earnings on Deferrals section of this
Plan.  Notwithstanding that a Participant’s benefit has commenced in
the form of installments under this section, in the event that the Participant
dies after the commencement of such benefits but before all 15 installments have
been paid, the remaining balance shall be paid in the form of a lump sum as soon
as practicable upon the Participant’s death to such Participant’s beneficiary as
indicated in the Participant’s most recent designation of beneficiary form on
file with the Company and its Affiliate, or, if none is on file, to the
Participant’s estate.
 
 Benefit
Following Change in Control
 
 If
the Participant’s employment with the Company and its Affiliates terminates at
any age within two years following a “Change in Control” (as defined below), the
Participant shall be entitled to a lump sum benefit equal to the greater of (a)
the present value of the deferred account balance projected under the minimum
retirement income formula in subsection (b) of the Earnings on Deferrals section
of this Plan through age 65 (age 71 for Directors) (calculated using a discount
factor equivalent to the minimum assured Moody’s rate incorporated into the Plan
as then in effect) or (b) the actual deferred account balance accumulated
through the date of such termination.
 
  For purposes of this Plan, “Change in
Control” shall mean a change in ownership of the Company, a change in effective
control of the Company, or a change in ownership of a substantial portion of the
Company’s assets as determined in accordance with the following:
  (I)  a change in ownership of
the Company shall occur on the date that any one person, or more than one person
acting as a group, acquires ownership of the Company stock that, together with
any Company stock held by such person or group, constitutes more than 50% of the
total fair market value or total voting power of the outstanding Company
stock.  Notwithstanding the foregoing, if any person or group is
considered to own more than 50% of the total fair market value or the total
voting power of all
   3
 outstanding
Company stock, the acquisition of additional Company stock by the same person or
persons is not considered to cause a change in the ownership of the
Company;
  (II) Notwithstanding that the Company
has not undergone a change in ownership as described in (I) above, a change in
effective control of the Company shall occur only on either of the following
dates:
  (A) the date that any one person, or
more than one person acting as a group, acquires (or has acquired within the
preceding 12-month period ending on the date of the most recent acquisition)
ownership of Company stock possessing 30% or more of the total voting power of
all Company stock.  Notwithstanding the foregoing, if any person or
group is considered to own more than 30% of the total voting power of all
outstanding Company stock, the acquisition of additional Company stock by the
same person or group is not considered to cause a change in the effective
control of the Company;
  (B) the date a majority of members of
the Company’s Board of Directors is replaced during any 12-month period by
directors whose appointment or election is not endorsed by a majority of the
members of the Board before the date of the appointment or
election.
  (III)  a sale of all or
substantially all of the Company’s assets by any one person, or more than one
person acting as a group in a single acquisition or a series of acquisitions
within the preceding 12-month period ending on the date of the most recent
acquisition; provided, however, that transfers of
assets to a “related person” as determined under Final Treasury Regulation
1.409A-3(i)(5)(vii) shall not be considered for purposes of this subclause
(III).
  In
no event shall an event qualify as a Change in Control hereunder if it fails to
constitute a change in ownership of the Company, a change in effective control
of the Company or a change in ownership of a substantial portion of the Company
assets as determined under Code Section 409A and Final Treasury Regulations and
applicable published guidance thereunder.
  
 Benefit
Upon Participant’s Death
 
 If
the Participant dies prior to the Participant’s Applicable Retirement Age, the
Participant’s designated beneficiary as indicated in the Participant’s most
recent designation of beneficiary form on file with the Company and its
Affiliates, or, if none is on file, the Participant’s estate shall be entitled
to a lump sum benefit equal to the benefit calculated under subsection (b) of
the Earnings on Deferrals section of this Plan that would have been payable had
Participant retired at age 65 (or age 71 for directors); provided, however, that in the event of
the Participant’s death after the Participant’s Applicable Retirement Age but
prior to retirement, such benefit shall equal the accumulated balance on the
date of death, if greater.  Such calculations shall include actual
deferrals to the date of death plus deferrals authorized for the remainder of
the Plan year during which the Participant’s death occurs.
  4
  Benefit
in All Other Circumstances
 
 Upon
any other termination of employment prior to the Applicable Retirement Age,
including termination due to disability, the Participant shall receive a lump
sum benefit.  The lump sum shall be equal to the aggregate amount of
the Participant’s deferrals plus interest accrued at the Moody’s rate applicable
to each Plan Year; provided, however, that in the case of:
 
 ·
              Termination
      of a Participant due to disability prior to the Participant’s Applicable
      Retirement Age, the Participant’s lump shall be equal to the benefit
      calculated under subsection (b) of the Earnings on Deferrals section of
      this Plan that would have been payable had the Participant retired at age
      65, in the case of employees, or age 71, in the case of directors;provided,
      however,
      that in
      the event of the Participant’s termination due to disability after the
      Participant’s Applicable Retirement Age but prior to retirement, such
      benefit shall equal the accumulated balance on the date of termination of
      employment due to disability, if greater.  Such calculations
      shall include actual deferrals to the date of termination due to
      disability plus deferrals authorized for the remainder of the Plan year
      during which the Participant’s termination of employment due to disability
      occurs.
 
 280G
Limits
 
 To
the extent a payment or distribution made under this Plan (together with the
Grandfathered Plan or any other plan, policy, or arrangement) is determined to
be a parachute payment under Code Section 280G notwithstanding the above, to the
extent, if any, that any such payment or distribution of any portion of the
benefit described above would trigger any adverse tax consequences under Code
Sections 280G or 4999, such as loss of deductions to the Company or its
affiliate, or the payment of an additional excise tax by the Participant, or
both, then the benefit hereunder (and to the extent necessary, under any other
plan, policy, or arrangement providing for “parachute payments” as defined under
Code Section 280G) shall be reduced (on a pro rata basis for all such plans,
policies, or arrangements) to $1 less than that extent, and to no greater
extent.  Parachute payments and/or any cutback amount, and any other
determination with respect to Code Section 280G shall be determined by the
Company in good faith.
 
 Timing
of Payment of Benefits
 
 Benefits
under this Plan shall become payable within 31 days of the applicable
termination of employment or service.
 
 Notwithstanding
anything in this Plan to the contrary, if it is determined that the Participant
is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and
the regulations and other guidance issued thereunder, then payments (or portion
thereof) under this Plan shall commence no earlier than the first day of the
seventh month following the month in which Participant’s termination of
employment occurs (with the first such payment being a lump sum equal to the
aggregate benefit the Participant would
   5
 have
received during such period if no such payment delay had been imposed, together
with interest on such delayed amount during the period of such restriction at a
rate, per annum, equal to the applicable Income Rate in subsection (a) of the
Earnings of Deferrals section in effect in the Plan Year in which the
termination of employment occurs). For purposes of this Plan, a Participant
will not be deemed to have incurred a “termination of employment,” or to the
extent applicable, retirement, if the Participant has not incurred a “separation
from service” as defined in Final Treasury Regulation Section 1.409A-1(h),
including the default presumptions thereof.
  Earnings
of Deferrals
 
 (a)  The
amount of each annual salary deferral shall be deemed to have been made at the
beginning of the Plan Year, except in the case of person who becomes a new
Participant in this Plan during the Plan Year in which case the total amount of
deferrals for the Plan Year shall be deemed to have been made at the date of the
Participant’s first deferral under the Plan.  Deferrals will earn
income growth for each year based on the following age-related percentages
applied to the aggregate amounts of deferrals and prior income growth existing
at the beginning of each Plan Year.
 
 Age
      at Beginning
                      Of
      Plan Year
                    
                    Income
      RateUnder
      55
                    
                    Moody’s
      Plus 1%55
      - 60
                    
                    Moody’s
      Plus 2%61
      and older
                    
                    Moody’s
      Plus 3%
 
 The
level annual retirement income benefit will be determined based on the
accumulated balance of deferrals and income growth at the Participant’s
retirement date paid out by 15 annual payments with payment period interest
computed at the Moody’s Rate applicable to the year of
retirement.  Such annuity shall be calculated as an annuity with the
initial payment assumed to occur one year after retirement, notwithstanding the
above.
 
 The
Moody’s Rate for a Plan Year shall be the Composite Average Yield on Corporate
Bonds as published by Moody’s Investor Service for the month of the October
falling in the immediately prior Plan Year.
  6
  
 (b)  Minimum Retirement
Income
 
 The
amount of annual retirement income benefit for each Participant shall not be
less than that produced as if the following income growth and amortization
period interest rate percentages had been applied to the deferrals:
 
 Age
      at Beginning
                  Of
      Plan Year
                
                Income
      RateUnder
      55
                
                6%55
      - 57
                
                7%58
      - 60
                
                8%61
      and older
                
                9%Minimum
      Payout Period Interest Rate
                7%
 
 Change
in Time/Form of Payment
 
 (a)  Gas
and/or the Company (or any participating Affiliate) may permit a Participant to
elect to change the time and/or form of payment, subject to the following
conditions: (i) the election may not take effect until at least 12 months after
the date on which the election is made; (ii) except with respect to payments
made on account of a Participant’s death, payments of the benefit which a
Participant is eligible to receive must not commence earlier than five (5) years
from the date of the Participant’s originally scheduled payment date; and (iii)
the election must be made at least 12 months prior to the originally scheduled
payment date.  Notwithstanding the foregoing, such election shall only
be permitted to the extent it complies with Code Section 409A, the Final
Treasury Regulations and other published guidance thereunder.  During
the five years during which the payment of the Participant’s benefit is delayed,
the Participant’s benefit shall accrue interest amount at a rate, per annum,
equal to the applicable Moody’s Rate in subsection (a) of the Earnings of
Deferrals section in effect in the Plan Year in which the termination of
employment occurs
 
 (b)  Notwithstanding
any other provision contained herein, to the extent permitted by Gas and/or the
Company and Section 409A of the Code (including Q&A-19(c) of IRS Notice
2005-1, 2005-2 IRB 274 (12/20/2004), Final Treasury Regulations promulgated
under Section 409A of the Code, IRS Notice 2006-79 and IRS Notice 2007-86), Gas
and/or the Company (or any other participating employer) may permit
Participants, on or prior to December 31, 2008, to choose a new payment date(s)
for the payment of all or a portion of the benefits hereunder and/or make a new
election with respect to the form of payment of such benefit(s) and such
elections shall not be treated as a change in the form and timing of payment or
an acceleration of payment in violation of Section 409A of the Code; provided, however, that (i) the
Participant may not make an election hereunder during the 2008 calendar year
that would cause payments to be made outside the 2008 calendar year that, but
for the election, the Participant would otherwise receive during the 2008
calendar year
   7
 and
(ii) the Participant may not make an election hereunder during the 2008 calendar
year that would cause payments to be made during the 2008 calendar year that,
but for the election, the Participant would otherwise not receive during the
2008 calendar year.  Notwithstanding the foregoing, such election
shall only be permitted to the extent it complies with Code Section 409A, the
Final Treasury Regulations and other published guidance thereunder.
 
 Miscellaneous
 
 (a)  The
Company’s Board of Directors may amend or terminate this Plan at any time, and
from time to time.  Notwithstanding the above, the Plan may not be
terminated and payments accelerated thereunder contrary to the provisions of
Section 409A of the Internal Revenue Code including, without limitation, Final
Treasury Regulation Section 1.409A-3(j)(4)(ix) with reference to Final Treasury
Regulation Section 1.409A-1(g).
 
 (b)  Participation
in the Plan shall in no way be deemed to constitute a right to continue in the
employment of the Company or any affiliate thereof.
 
 (c)  The
Plan Administrator shall be the Company’s Controller, or if none, the Controller
of Laclede Gas Company.
 
 (d)  Any
      claim for benefits under this Plan shall be submitted to the Plan
      administrator (the “Plan Administrator”).  If the Plan
      Administrator denies the claim for benefits, in whole or in part, the Plan
      Administrator shall notify the claimant of the adverse benefit
      determination no later than ninety (90) days after receipt of the
      claim by the Plan, unless the Plan Administrator determines that special
      circumstances require an extension of time, which may not exceed a further
      ninety (90) days, for processing the claim and so notifies the
      claimant in writing prior to the termination of the initial 90 day
      period.  In the event that a claim for benefits under this Plan
      has been denied by the Plan Administrator, the decision shall be subject
      to review by the Company upon written request of the claimant made to the
      Plan Administrator within sixty (60) days of receipt by the claimant
      of notice of such denial.  Upon request and free of charge, the
      Company shall provide the claimant with reasonably access to all pertinent
      information, documents and records with respect to the
      claim.  The decision of the Company upon review shall be in
      writing and shall state the reasons for the decision and the provisions of
      this Plan on which the decision is based.  Such decision shall
      be made within sixty (60) days after the Company’s receipt of written
      request for such review unless a hearing is necessitated to determine the
      facts and circumstances, in which event a decision shall be rendered as
      soon as possible, but not later than one hundred and twenty (120)
      days after receipt of the claimant’s written request for
      review.  The decision of the Company upon review shall be final
      and binding on all persons.
 
 (e)  The
illegality of any provision of this Plan shall not affect the enforceability of
any other provision of this Plan.  The Plan shall be construed in
accordance with and governed by the substantive laws of the State of Missouri
without regard to conflict of law rules.
  
 8
 (f)  All
payments made under the Plan to a Participant or his or her beneficiary shall be
subject to withholding of such amounts as the Company reasonably may determine
are required to be withheld pursuant to any applicable Federal, state, local, or
foreign law or regulation.
 
 (g)  The
rights of Participants and their beneficiaries to benefits under the Plan shall
be solely those of unsecured general creditors of the Company.  The
Plan constitutes merely a promise by the Company to make benefit payments in the
future.  The Plan is intended to be unfunded for purposes of the Code
and Title I of the Employee Retirement Income Security Act of 1974, as
amended.  Notwithstanding the foregoing, the Company may contribute to
a trust fund under a “rabbi trust” agreement between the Company and a banking
organization, if such a trust fund is hereafter established, and payments under
the Plan may be made from any such trust fund.  Any asset acquired or
held by the Company in connection with the Company’s liabilities under the Plan
shall not be deemed to be security for the performance of the Company’s
obligations under this Plan.
 
 (h)  The
rights and interests of Participants and their beneficiaries to benefit payments
under the Plan shall not be subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by
creditors of the Participants or their beneficiaries, and any such rights and
interests under the Plan shall not be liable for or subject to any obligation or
liability of the Participant or beneficiary.
 
 (i)  Notwithstanding
any other provision of the Group Plan, this Group Plan is intended to comply
with Section 409A of the Code and shall at all times be interpreted in
accordance with such intent that amounts that may become payable to Participant
shall not be taxable to such Participants until such amounts are paid in
accordance with the terms of the Group Plan.  To the extent that any
provision of the Group Plan violates Section 409A of the Code and the Final
Treasury Regulations promulgated thereunder such that amounts would be taxable
to a Participant prior to payment or otherwise subject to penalties under
Section 409A of the Code, such provision shall be automatically reformed or
stricken to preserve the intent hereof.  Notwithstanding the
foregoing, in no event will the Company or any of its Affiliates have any
liability for any failure of the Group Plan to satisfy Section 409A of the Code
and such parties do not guarantee that the Group Plan complies with Section 409A
of the Code.
 
 (j)  Notwithstanding
the vesting and payment schedule set forth above, amounts may be paid under the
Group Plan prior to the scheduled payment date set forth above, if and to the
extent such amounts become subject to FICA taxes under Code Sections 3101,
3121(a) or 3121(v), and/or withholding taxes under Code Section 3401 or the
corresponding provisions of any state, local or foreign law as a result of the
payment of such FICA taxes; provided, that, such payment
shall not exceed the FICA amount and such other amount required to be withheld
on account of the payment of such FICA amount.  Further, a payment
will be made under the Group Plan at any time the Group Plan fails to meet the
requirements of Section 409A of the Code; provided, that, such payment
shall not exceed the amount required to be included in income as a result of the
failure to comply with Section 409A of the Code.
  9
  THE
LACLEDE GROUP, INC.
 
 DEFERRED
INCOME PLAN FOR DIRECTORS AND SELECTED EXECUTIVES
 
 DESIGNATION
OF BENEFICIARY
 
 PRIMARY
BENEFICIARY FOR BENEFITS PAYABLE UNDER THE PLAN IN THE EVENT OF MY
DEATH:
 
 NAME:
 
 ADDRESS:
 
 
 
 RELATIONSHIP:
 
 
 In
the event my primary beneficiary is not alive, or is a trust that has been
terminated, at the time of my death, then the benefits payable under the Plan in
the event of my death should be paid to:
 
 CONTINGENT
BENEFICIARY:
 
 NAME:
 
 ADDRESS:
 
 
 
 RELATIONSHIP:
 
 
 
 This designation is intended to replace
all prior designations made by me under the above Plan.  I reserve the
right to change any beneficiary named herein without the consent of such
beneficiary by properly completing and delivering a new written Designation of
Beneficiary to the Plan Administrator, or Plan Committee, administering the
Plan.
 
 SignatureDate