| I.     | Participants                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
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|   | Participants      shall include all Officers of The Laclede Group, Inc. (the “Company”) and      Laclede Gas Company as well as certain other key officers of other Company      subsidiaries as may be determined from time to time.  It is      contemplated that the features set forth below would be incorporated in      agreements to be entered into between the Company and each of such      officers.                                                                                                                                                                                                                                                                                                                                                                                                  |
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| II.    | Change In Control                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
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|   | Change      In Control occurs if and when any “person” (as such term is used in      Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) is or      becomes a beneficial owner, directly or indirectly, of securities of the      Company representing more than fifty percent (50%) of the combined voting      power of the Company’s then outstanding securities or when any such person      becomes a beneficial owner, directly or indirectly, of at least thirty      percent (30%) and no more than fifty percent (50%) of such securities and      a majority of the outside members of the Company’s Board of Directors      decides that a de facto Change in Control has occurred.                                                                                                  |
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| III.   | Termination For “Cause”                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
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|   | Termination      for “Cause” shall be limited to, and include, only the following:      (1) the irreversible incapacity or disability of a Participant for a      period of six (6) months which renders him unable to perform the services      for which he is employed; (2) any conduct of Participant in the      performance of the services to be rendered by him and for which he has      been employed which involves moral turpitude on his part; or (3) the death      of the Participant.                                                                                                                                                                                                                                                                                                                  |
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| IV.    | Benefits                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
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|   | If,      following a Change in Control, the Participant has experienced a      separation from service on account of his or her termination of employment      (other than for “Cause”), resignation or retirement, such Participant      shall be entitled to receive at such time (or such other time as provided      below) a non-discounted lump sum in an amount equal to the “average annual      compensation” as such term is referred to in Treasury Regulation Section      1.280G-1 Question and Answer 34 and such other guidance promulgated under      Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”)      paid to Participant for the five-year period (or if the Participant is      employed by the Company for less than five years, such    shorter |

|   | period)      immediately preceding such termination of employment, resignation or      retirement (each a “separation from service” as shall be determined under      Section 409A of the Internal Revenue Code of 1986, as amended (the      “Code”), and Final Treasury Regulation 1.409A-1(h), including the default      presumptions thereof), multiplied by: (1) in the case of the President or      of the Executive Vice President, 2.99 times; or (2) in the case of all      other Participants, 2.00 times.  In the event Participant      remains employed by the Company1 subsequent to the Change In      Control for a period beyond six (6) months following such Change In      Control, the above benefit shall be reduced as follows: (1) in the case of      the President or of the Executive Vice President, for each month beyond      six months he is employed with the Company subsequent to a Change In      Control the benefit shall be reduced 1/48; or (2) in the case of all other      Participants, such benefit shall be reduced for each month beyond six      months he is employed with the Company subsequent to a Change In Control      by 1/36. |
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|   | However,      notwithstanding the above, in no event shall the benefit be greater than      an amount equal to the average monthly compensation paid to Participant      for the five-year period (or if employed by the Company for less than five      years, such shorter period) immediately preceding such separation from      service multiplied by the number of months remaining from such date of      separation from service until the date upon which the Participant would      have been 65 years of age.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
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|   | Notwithstanding      any provision herein to the contrary, if the Company determines that      Participant is a “specified employee” as defined in Section      409A(a)(2)(B)(i) of the Code and regulations and other guidance issued      thereunder, then such benefit (or portion thereof) shall be paid no      earlier than the first day of the seventh month following the month of      Participant’s separation from service (with the first such payment being a      lump sum equal to the aggregate benefit the Participant would 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 federal      short-term rate (compounded monthly) in effect under Section 1274(d) of      the Code at the time of such separation from service).                                                                                                                                                                                                                                                                               |
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|   | Moreover,      notwithstanding the above, to the extent, if any, that any payment or      distribution of any portion of the benefit described above (together with      any other benefit under any other plan, policy or arrangement) would      trigger any adverse tax consequences under Section 280G of the Code, or      Section 4999 of said Code, such as loss of deductions to the Company, or      the payment of an additional excise taxby                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |

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|   | the      Participant, or both, then the benefit hereunder (and to the extent      necessary, under any other plan, policy, or arrangement proving 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
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| V.     | Amendment/Termination of the      Plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
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|   | The      Company may amend this Plan at any time, and from time to time; provided,      however, that no amendment adopted after the effective date of a Change in      Control shall have the effect of (i) removing a Participant from this      Plan, (ii) adding conditions for participation or the entitlement to      receive benefits under this Plan, (iii) reducing the amount of benefits      payable to a Participant, or (iv) otherwise restricting a Participant’s      right to receive benefits under the Plan, except as may otherwise be      required to conform such payments to the requirements of Section 409A of      the Code.  The Company’s Board of Directors may terminate the      Plan at any time prior to a Change in Control.  The Plan may not      be terminated after the effective date of a Change in Control, except that      the Plan shall automatically terminate upon payment of all benefits due      after such Change in Control.  Notwithstanding the above, the      Plan may not be terminated and payments accelerated thereunder contrary to      the provisions of Section 409A of the 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). |
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| VI.    | Administration                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
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|   | The      Plan shall be administered by a person or committee appointed by the      Company’s Board of Directors (the “Plan Administrator”).  In the      absence of such appointment, the Plan Administrator shall be the Board of      Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
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| VII.   | Claim for Benefits                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
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|   | Any      claim for benefits under this Plan shall be submitted to 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)                                                                                                                                                                                                                                                                                                                                                                                             |

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|   | 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.                                                                                                                                                                                                                                                         |
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| VIII.  | Severability and Applicable    Law                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
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|   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
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| IX.    | Withholding                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
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|   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
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| X.     | Miscellaneous                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
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|   | 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 applicable entity and/or      (ii) to the extent provided by the Company, any person or entity in      which such entity 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 applicable entity’s control group within the      meaning of Final 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” provisionsthereof. |

|   | 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.                                                                  |
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|   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
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|   | Notwithstanding      any other provision of the Plan, the 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 Plan.  To the      extent that any provision of the 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      Plan to satisfy Section 409A of the Code and such parties do not guarantee      that the Plan complies with Section 409A of the  Code. |