|   | Article      I – Definitions |
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| 1.1    | “Code”      means the Internal Revenue Code of 1986, as amended.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
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| 1.2    | “Disability”      means if Neises (i) is unable to engage in any substantial      gainful activity by reason of any medically determinable physical or      mental impairment which can be expected to result in death or can be      expected to last for a continuous period of not less than 12 months,      or  (ii) is, by reason of any medically      determinable physical or mental impairment which can be expected to result      in death or can be expected to last for a continuous period of not less      than 12 months, receiving income replacement benefits for a period of not      less than 3 months under an accident and health plan covering employees of      the Company. |
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| 1.3    | “Moody’s      Corporate Bond Average Rate” means the “Published Monthly Average      Composite Yield on Seasoned Corporate Bonds” published by Moody’s      Investor’s Service, Inc. available at      http://www.naic.org/research_moody.htm or a successor  site.                                                                                                                                                                                                                                                                                                                                                                                                               |
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| 1.4    | “Plans”      means the Retirement Plan and the SERP.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
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| 1.5    | “Retirement      Plan” means the Employees’ Retirement Plan of Laclede Gas Company      as amended from time to time and any other qualified defined benefit      pension plan of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
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| 1.6    | “SERP”      means the Laclede Gas Company Supplemental Retirement Benefit Plan as      amended from time to time and any successor  plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |

|   | Article      II – Nature of the Agreement |
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| 2.1    | Overview of      Benefits Provided by this Agreement.  This Agreement      provides for a deferred compensation benefit to Neises as described in      more detail in Article III (“Supplemental Pension      Benefit”).  The Agreement does not modify Neises’ benefits under      the Plans.                                                                                                                                                                                                                                                                                                                                                                                |
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| 2.2    | Nature of      Contract.  Neises’ employment with the Company has been      and will continue to be at will.  Nothing contained in this      Agreement shall be construed to be a contract of employment for any term,      nor as conferring upon Neises the right to continue in the employ of the      Company in his present capacity or any other capacity.  Nothing      contained in this Agreement shall be construed to preclude termination of      his employment at any time.  It is expressly understood by the      parties that this Agreement relates exclusively to compensation for      Neises’ services and is not an employment  contract. |

|   | Article      III – Calculation of Pension BenefitAmount |
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| 3.1    | SupplementalPension      Benefit Formula.  Upon the earliest to occur of Neises’      death, Disability, or retirement, such date being known as the Calculation      Date, the Supplemental Pension Benefit under this Agreement shall be      calculated and shall be in an amount equivalent to: |
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|   |                                                                                                                                                                                                                                                                                                                | (A+B+C)      – D |   |
|   | where      A, B, C, and D are as follows:                                                                                                                                                                                                                                                                           |
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|   | A.                                                                                                                                                                                                                                                                                                                  | =      Neises’ monthly accrued benefit under the Plans calculated as if he had      retired on November 1, 2005 converted to a lump amount calculated using      the PBGC rate in effect on November 1, 2005 of 2.5% and other factors and      formulas effective under the Plans for retirements on November 1,      2005; |
|   |                                                                                                                                                                                                                                                                                                                |   |   |
|   | B.                                                                                                                                                                                                                                                                                                                  | =      The difference between (i) the monthly accrued benefit calculated in A.      above, and (ii) the monthly accrued benefit calculated as if he had      retired on November 1, 2007; with the difference between (i) and (ii) then      converted to a lump sum amount calculated using the lower of the PBGC rate      in effect on November 1, 2007 of 3.25% or the PBGC rate in effect for      retirements on the Calculation Date, and other factors and formulas      effective under the Plans for retirements on November 1,    2007; |
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|   | C.                                                                                                                                                                                                                                                                                                                  | =      The difference between (I) the monthly accrued benefit calculated in      B.(ii), and (II) the monthly accrued benefit calculated on the Calculation      Date; with the difference between (I) and (II) then converted to a lump      sum amount calculated using the factors and formulas effective under the      Plans for retirements on the Calculation Date; and |
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|   | D.                                                                                                                                                                                                                                                                                                                  | =      Neises’ monthly accrued benefit under the Plans converted to a lump sum      amount calculated using the factors and formulas effective under the Plans      for retirements on the CalculationDate. |

|   |  No      Supplemental Pension Benefit shall accrue under this Agreement on and      after the Calculation Date. |
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| 3.2    | Payment of      Supplemental Pension Benefit  The Supplemental Pension      Benefit shall be payable:      |
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|   | •                                                                                                              | If      payable due to Neises’ Disability or death, in a lump sum to Neises or his      beneficiary, as applicable, 30 days after the date of his Disability or      death; or |
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|   | •                                                                                                              | If      payable due to Neises’ retirement, on the date that is six months after      the date of his retirement, or such earlier date as may be allowed by      law.  From the date of his retirement to the date of actual      payment, the Supplemental Pension Benefit shall earn simple interest at      rate equal to the Moody’s Corporate Bond Average Rate as in effect on the      date of his retirement. |

| 4.1    | General      Creditor Status.  Neises’ claim against the Company under      this Agreement shall be that of an unsecured general creditor of the      Company.  Any benefit payable under the Agreement shall      represent an unfunded and unsecured promise to pay by the      Company.  The Company shall not be obligated to set aside,      earmark, or escrow any funds or other assets to satisfy its obligations      under this Agreement.                                                                                                                                                                                    |
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| 4.2    | Anti-assignation.  The      interests of Neises and his beneficiaries under this Agreement are not      subject to the claims of their creditors and may not be voluntarily or      involuntarily sold, transferred, alienated, assigned, pledged,      anticipated, or encumbered.  Any attempt by Neises to transfer,      alienate, assign, pledge, anticipate, encumber, charge or otherwise      dispose of any right to benefits payable hereunder shall be      void.  The Company may cancel and refuse to pay any portion of a      benefit that is sold, transferred, alienated, assigned, pledged,      anticipated or encumbered. |
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|   | Distribution      pursuant to a domestic relations order of all or any portion of the      Supplemental Pension Benefit may be paid to an Alternate Payee (as defined      in Section 414(p) of the Code) who is a former spouse in an amount      specified in such domestic relations order in a lump-sum cash payment as      soon as administratively feasible after it is determined that the order is      a domestic relations order (as defined in Section 414(p)(1)(B) of the      Code).                                                                                                                                                                          |
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| 4.4    | Amendment.  The      provisions of this Agreement may be amended or waived only with the prior      written consent of each of Neises and the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
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| 4.5    | Controlling      State Law.  The laws of the State of Missouri shall be      controlling in all matters relating to this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
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| 4.6    | Severability.  In      case any provision of this Agreement shall be held illegal or invalid for      any reason, such illegality or invalidity shall not affect the remaining      provisions of the                                                                                                                                                                                                                                                                                                                                                                                                                                                             |

|   | Agreement,      and the Agreement shall be construed and enforced as if such illegal and      invalid provisions had never been set forth.                                                                                                                                                                                                                                                                                                                                                                                                                |
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| 4.7    | Full      Discharge of Obligation.  Payment of the Supplemental      Pension Benefit shall constitute (i) payment in full of the benefits due      Neises and his beneficiaries under this Agreement and (ii) fulfillment of      all of the Company’s obligations under this Agreement.                                                                                                                                                                                                                                                  |
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| 4.8    | Tax      Withholding.  All distributions under this Agreement, to      the extent required by law, shall be subject to withholding of federal,      state and local taxes.                                                                                                                                                                                                                                                                                                                                                                      |
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| 4.9    | Code      Section 409A.  Notwithstanding any other provision      hereof, this Agreement is intended to comply with Section 409A and shall      at all times be interpreted in accordance with such intent.  To      the extent that any provision of the Agreement violates Code Section 409A      such that amounts would be taxable to Neises prior to payment or otherwise      subject to penalties under Code Section 409A, such provision shall be      automatically reformed or stricken to preserve the intent      hereof. |
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|   | IN      WITNESS WHEREOF, the Company and Neises have executed this Agreement this      7th      day of March, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                       |

|   | LACLEDE      GAS COMPANY.           |
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|   |                                |
|   | By  /s/ D. H. Yaeger      |
|   | Title:      Chief Executive Officer |

|   |                   |
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|   |                   |
|   | /s/ Kenneth J. Neises  |
|   | Kenneth      J. Neises |
|   |                   |