| 1.     | Article      I of the Agreement is amended by adding the following definition as a new      section 1.7 to read as follows: |
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|   | 1.7                                                                                                                         | “Grandfathered      Formula” means the Grandfathered Formula as defined in Section 1.21      of the Retirement Plan as restated on January 1, 2009. |
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| 2.     | Section      3.1 of the Agreement is amended and restated to read as      follows:                                          |
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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: |
|   |                                                                                                                        |   | (A+B+C+D)      – E |
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|   | where      A, B, C, D, and E 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 PBGC rate in effect      for retirements on December 1, 2009 of 2.5%, 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 under the Grandfathered      Formula calculated on December 1, 2009; 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 December 1,      2009, including the PBGC rate of 2.5%; and                                   |
|   |                                                                                                                                                                                                                                                                                         | D.     |          = The difference between (y) the monthly accrued benefit calculated in      C.(II), and (z) the monthly accrued benefit under the Grandfathered      Formula calculated on Calculation Date; with the difference between (y)      and (z) then converted to a lump sum amount calculated using the factors      and formulas effective under the Plans for retirements on the Calculation      Date; and                                                                  |
|   |                                                                                                                                                                                                                                                                                         | E.     |          = Neises’ monthly accrued benefit under the Grandfathered Formula under      the Plans converted to a lump sum amount calculated using the factors and      formulas effective under the Plans for retirements on the Calculation      Date.                                                                                                                                                                                                                        |
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|   | No      Supplemental Pension Benefit shall accrue under this Agreement on or after      the Calculation Date.                                                                                                                                                                                |
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| 3.     | Except      to the extent specifically amended by this Amendment, all of the terms,      provisions, conditions, covenants, representations and warranties      contained in the Agreement shall be and remain in full force and effect      and the same are hereby ratified and confirmed. |
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| 4.     | In      the event of any inconsistency or conflict between this Amendment and the      Agreement, the terms, provisions and conditions contained in this      Amendment shall govern and control.                                                                                            |

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

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