Exhibit
10.1








SALIENT
FEATURES OF


LACLEDE
GAS COMPANY


DEFERRED
INCOME PLAN II FOR


DIRECTORS AND SELECTED
EXECUTIVES


(As
amended and restated, effective as of January 1, 2005)








Purpose of
Plan





Laclede Gas Company (the “Company”)
adopted the Deferred Income Plan II, which benefits earned and vested there
under as of December 31, 2004 are not subject to Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”) (the “Grandfathered
Plan”).  As a result of the enactment of Code Section 409A, the
Company adopted, as of January 1, 2005, The Laclede Group, Inc.
Deferred Income Plan (“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 this
Grandfathered Plan.  Unless otherwise stated, all references herein to
the “Plan” shall mean this “Grandfathered Plan.”  The purpose of the
Grandfathered Plan is to further the long-term growth and earnings of the
Company by providing increased incentives to Directors and key executives
(including, but not limited to, Officers), thereby improving the Company’s
ability to attract and retain the services of outstanding
individuals.





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 retirement income benefits or,
in the case of death before retirement, annual survivor income
benefits.





Plan
Year





The Plan
shall have an initial short Plan Year of October 1, 1993 to
December 31, 1993 during which short Plan Year only Officers and other
key executive employees (but not non-employee Directors) shall be eligible to
make deferrals.  After the initial short 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 Directors, Officers and selected key executives of the
Company at salary level grade 9, 10,11 (now known as grade level 15 and higher)
for the respective periods described herein (“Participants”).








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 August 31, 1993 in the case
of the Plan Years commencing October 1, 1993 and
January 1, 1994 and as of the November 1 immediately preceding
each other 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 Compensation Committee; provided, however, that any such change
approved by the Compensation Committee shall apply only with respect 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 Retirement Income Benefits or Survivor Income Benefits.  An
election to defer must be made prior to October 1, 1993 in the case of
the short Plan Year commencing October 1, 1993, and prior to the
December 1 immediately preceding each other Plan Year; provided that: (i)
those persons eligible to make deferrals for the short Plan Year commencing
October 1, 1993 must make their deferral election for calendar year
1994 deferrals by October 1, 1993, and (2) a person who becomes a new
Participant after September 30, 1993 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.  The annual salary deferral shall be
in uniform monthly amounts.





Retirement Income
Benefits





The
amount of annual retirement income benefit depends on the amount of the
compensation deferred, the ages at which deferrals are made and the
Participant’s age at time of retirement.  Retirement income benefits
are normally level annual benefits payable to a Participant for a period of 15
years certain following retirement, but extending for life if retirement occurs
at age 65 or older, with the first annual benefit payable within 31 days after
retirement.  If death occurs prior to the receipt of 15 annual
payments, the remaining payments will be made to the Participant’s designated
beneficiary.  However, each non-employee Director may elect to receive
retirement income benefits payable forty (40) days, or less, prior to such
Director’s retirement in a lump-sum equal to the greater of: (a) such Director’s
actual deferred account accumulated through the date of payment (which income
growth computed in accordance with the table set forth under this heading on
page 3); or (b) the amount which would constitute such Director’s accumulated
deferred account balance at the date of payment computed by using the applicable
minimum retirement income growth percentages specified in the table on page 3
under the heading “Minimum Retirement
Income”.  A non-employee Director’s election to receive the
lump-sum payment shall be irrevocable, and must be




2






made not
later than one year in advance of the date of the non-employee Director’s
retirement.





The
amount of each annual salary deferral shall be deemed to have been made at the
beginning of the Plan Year.  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 time of retirement for each
Participant paid out by 15 annual payments with payment period interest computed
at the Moody’s Rate applicable to the year of retirement.





The
Moody’s Rate for each Plan Year shall be the Composite Average Yield on
Corporate Bonds as published by Moody’s Investor Service for the month ending
two months before the beginning of each Plan Year.





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%





3





Survivor Income
Benefits





Survivor
income benefits are level annual benefits payable for a period of 15 years
following the death or total disability of a Participant prior to retirement,
with the first annual benefit payable within 60 days following the date of death
or date of cessation of employment with the Company due to total
disability.





The
amount of annual survivor income benefit shall be the same as the minimum
retirement income benefit which would have been payable based on retirement at
age 65 (age 70 for Directors) or, if death or total disability occurs after age
55, the amount of the annual retirement income benefit which would have been
payable had the Participant retired at that time, whichever is
greater.





The
annual survivor income benefit shall be payable to the Participant’s designated
beneficiary in the case of death or to the Participant in the case of total
disability, if living.  If death occurs prior to the receipt of 15
annual payments by a totally-disabled Participant, the remaining payments shall
be made to the Participant’s designated beneficiary.





Terminations





Terminations
of employment at Laclede other than by reason of retirement, death or total
disability will result in a single payment to the Participant equal to the
amount of deferrals plus interest accrued at the Moody’s rate applicable to each
Plan Year.  Payment shall be made within 31 days after such
termination of employment.





Change of
Control





In the
event a Participant is terminated, and such constitutes a termination following
change in control of the Company, such Participant shall be entitled to receive
a lump sum equal to the greater of (a) the present value of the deferred account
balance projected under the minimum retirement income formula through age 65
(age 70 for Directors) or (b) the actual deferred account accumulated through
the date of termination.  The present value set forth under (a) shall
be computed using a discount factor equivalent to the minimum assured Moody’s
rate incorporated into the Plan (5%).





Moreover,
notwithstanding anything herein to the contrary, 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 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






4




and/or
any cutback amount and any other determination with respect to Code Section 280G
shall be determined by the Company in good faith.





Miscellaneous





The Plan
shall be unfunded and payments hereunder shall be made solely from the general
assets of the Company.  To the extent any person acquires the right to
receive payments hereunder, such right shall be no greater than that of an
unsecured general creditor of the Company.  Notwithstanding the
foregoing, the Company may contribute to a trust fund under a “rabbi trust”
agreement between the Company and Boatmen’s Trust Company if such a trust fund
is hereafter established, and payments under the Plan may be made from any such
trust fund.





No right
or benefit under the Plan shall be subject to anticipation, alienation, sale,
assignment, pledge or encumbrance, and any attempt to anticipate, alienate,
sell, assign, pledge or encumber the same shall be void.





Illustrative
Benefits





Schedules
of typical benefits produced by the Plan are set forth in Appendix
A.


5


LACLEDE
GAS COMPANY





DEFERRED
INCOME PLAN II 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