ex10-21.htm


    


      Exhibit
        10.21

       

      


       

      SEPARATION
        AGREEMENT AND GENERAL RELEASE

       

      THIS
        SEPARATION AGREEMENT AND GENERAL RELEASE (“Agreement”) is made and entered into
        on September 12, 2007, by and between Barry C. Cooper (hereinafter
“Cooper” or “you” or “your”), a Missouri resident, and The Laclede Group, Inc.;
        and its current and former agents; officers; employees; directors; divisions;
        subsidiaries, including but not limited to those entities listed on Appendix
        A;
        affiliates; representatives; attorneys; successors and assigns (hereinafter
        collectively “Laclede”).  For and in consideration of the following
        promises, the parties agree to the following:

       

      RECITALS

       

      WHEREAS,
        Cooper currently serves Laclede in the positions indicated on Appendix A;
        and

       

      WHEREAS,
        Cooper has agreed to resign from all the positions indicated on Appendix
        A at
        the end of the day on September 30, 2007 (the “Separation Date”),
        meaning that Cooper will no longer be employed by Laclede in any capacity
        starting on October 1, 2007; and,

       

      WHEREAS,
        Cooper has agreed to resign from the positions indicated on Appendix A to
        pursue
        other business interests; and,

       

      WHEREAS,
        Cooper and Laclede desire to resolve any and all issues between them, actual
        or
        potential; and

       

      WHEREAS,
        Cooper and Laclede desire to enter into a full and final settlement of all
        matters between Cooper and Laclede, including, but not limited to, any issues
        which might arise out of Cooper’s separation from Laclede.

       

      NOW
        THEREFORE, for and in consideration of the releases, covenants and undertakings
        hereinafter set forth, and for other good and valuable consideration, which
        each
        party hereby acknowledges, it is agreed as follows:

       

      
        	
                1.  

              	
                Payments
                  and Benefits.  Laclede will make the payments and provide
                  the benefits described below in consideration and in exchange for
                  Cooper’s
                  promises, agreements, releases, and obligations set out below,
                  so long as
                  Cooper submits this Agreement properly executed to Laclede on or
                  before
                  September 25, 2007, and adheres to the promises and agreements
                  set out in the balance of this Agreement.  Cooper, however, will
                  not be eligible for participation in any bonus or equity programs
                  or any
                  other benefits except as outlined in this Agreement, following
                  the
                  Separation Date.

              


      

       


      
        
          
          

        

        
           

          
          

        

        
          
          

        

      


      


       

      
        	
                (A)  

              	
                Payments.  Laclede
                  will pay Cooper twelve (12) monthly installments, each in an amount
                  equal
                  to Cooper’s regular salary of Twenty Thousand, Three Hundred Seventy-Five
                  Dollars and No Cents ($20,375.00) per month, less withholdings,
                  with the
                  first installment to be paid on November 1, 2007, and the last
                  installment to be paid on October 1, 2008, resulting in total
                  payments, before withholdings, of Two Hundred Forty-Four Thousand,
                  Five
                  Hundred Dollars and No Cents
                  ($244,500.00).

              


      

       

      
        	
                (B)  

              	
                Annual
                  Incentive Plan.  Pursuant to Laclede’s Annual Incentive
                  Plan, Cooper will receive a bonus for the fiscal year 2007 if the
                  Compensation Committee of The Laclede Group, Inc. (the “Committee”), in
                  its sole discretion, determines that the Annual Incentive Plan
                  is funded
                  and that Cooper has sufficiently attained his objectives for the
                  fiscal
                  year 2007 under the Annual Incentive Plan.  Should the Committee
                  determine that Cooper is entitled to a bonus for the fiscal year
                  2007, the
                  Committee will act with its sole discretion to determine the amount
                  of
                  Cooper’s bonus.  Notwithstanding the terms of this Agreement,
                  Cooper acknowledges and agrees that, at all times, the Committee
                  has had
                  and continues to retain the sole discretion to determine whether
                  Cooper is
                  entitled to a bonus for the fiscal year 2007 and the amount of
                  any such
                  bonus to be paid to Cooper.

              


      

       

      
        	
                (C)  

              	
                Unused
                  Vacation Time.  Laclede will pay Cooper the cash value, less
                  appropriate withholdings, of any unused 2007 vacation time preceding
                  the
                  Separation Date.  Payment under this Subparagraph will be made
                  in a lump sum amount with Cooper’s initial installment described in
                  Subparagraph 1(A), above.

              


      

       

      
        	
                (D)  

              	
                Outplacement
                  Benefits.  Laclede will pay and arrange for the services of
                  an outplacement firm, which Laclede will choose based on Laclede’s sole
                  discretion, to be provided for Cooper for no more than one (1)
                  year
                  following the Separation Date.  Should Cooper accept a position
                  of employment prior to the end of one (1) year following his Separation
                  Date, Laclede will discontinue paying for the outplacement benefits
                  described herein.  Accordingly, Cooper agrees to notify Laclede
                  in writing if and when he accepts a position of employment within
                  one (1)
                  year of his Separation Date.

              


      

       

      
        	
                (E)  

              	
                Acknowledgment
                  of Consideration.  Cooper acknowledges and agrees the
                  payments referenced in Paragraph 1 and Subparagraphs 1(A), 1(B),
                  1(C), and
                  1(D) of this Agreement are valuable consideration to him and that
                  he would
                  not otherwise be entitled to such consideration absent his execution
                  of
                  this Agreement and the promises set forth
                  herein.

              


      

       

      
        	
                2.  

              	
                Resignation.  By
                  executing this Agreement, the parties acknowledge that Cooper has
                  submitted his resignation, effective at the end of the day on the
                  Separation Date, for all his positions with Laclede, as listed
                  in Appendix
                  A, and that Laclede has accepted Cooper’s resignation of those positions,
                  effective at the end of the day on the Separation
                  Date.

              


      

       


      
        
          
          

        

        
          2

          
          

        

        
          
          

        

      


      


       

      
        	
                3.  

              	
                Health
                  Insurance Continuation.  Pursuant to the provisions of the
                  Internal Revenue Code of 1986, as amended, and the Employee Retirement
                  Income Security Act of 1974, as amended, commonly referred to as
“COBRA,”
                  Laclede will provide the required COBRA notification within fourteen
                  (14)
                  days of the Separation Date and the COBRA benefit entitlement period
                  of
                  eighteen (18) months shall commence to run effective on
                  October 1, 2007.  Cooper’s existing insurance coverage
                  will expire at the end of the day on
                  September 30, 2007.  Cooper and any of his eligible
                  dependents, as applicable, may elect COBRA coverage under the provisions
                  of COBRA on October 1, 2007.  Should Cooper or any of
                  his eligible dependents elect COBRA coverage, Cooper will be solely
                  responsible for the full cost of premiums associated with any such
                  election.

              


      

       

      
        	
                4.  

              	
                Equity
                  Incentive Plan.  By executing this Agreement, Cooper
                  acknowledges that all non-qualified stock options granted to him
                  by
                  Laclede will be forfeited if not exercised as of the end of the
                  day on the
                  Separation Date.  Furthermore, Cooper acknowledges that he shall
                  forfeit any and all right to the ownership of performance-contingent
                  restricted stock (“PCRS”) previously granted to him by Laclede, effective
                  at the end of the day on the Separation Date. Following the dividend
                  payment date of October 1, 2007, Cooper will neither accrue nor
                  receive any further dividend payments of any kind in connection
                  with the
                  PCRS previously granted to him by
                  Laclede.

              


      

       

      
        	
                5.  

              	
                Vesting
                  in Retirement Plans.  As of the Separation Date, Cooper will
                  be vested pursuant to the Employees’ Retirement Plan and the Supplemental
                  Retirement Benefit Plan of Laclede Gas Company, provided however,
                  that
                  Cooper’s employment with Laclede continues through
                  September 30, 2007.

              


      

       

      
        	
                6.  

              	
                Deferred
                  Income Plan II.  In accordance with the terms of Laclede’s
                  Deferred Income Plan II (the “DIP”), Cooper will no longer be eligible to
                  participate in the DIP following the Separation Date.  Pursuant
                  to the terms and conditions of the DIP, Cooper will receive a single
                  payment equal to the amount of his existing deferrals, plus interest,
                  at
                  the Moody’s rate applicable to each plan year, minus applicable taxes,
                  within thirty-one (31) days of the Separation
                  Date.

              


      

       

      
        	
                7.  

              	
                Release
                  of Claims.  In exchange for the receipt of the payments set
                  out in the foregoing paragraphs of this Agreement, and for his
                  promises
                  set out herein, Cooper, for and on behalf of Cooper and Cooper’s heirs,
                  beneficiaries, executors, administrators, successors, assigns,
                  and anyone
                  claiming through or under any of the foregoing, hereby agrees to,
                  and
                  does, remise, release and forever discharge Laclede from any and
                  all
                  matters, claims, demands, damages, causes of action, debts, liabilities,
                  controversies, judgments and suits of every kind and nature whatsoever,
                  foreseen or unforeseen, known or unknown, which have arisen or
                  could arise
                  between Cooper and Laclede from matters, actions, or inactions
                  which
                  occurred prior to or on the Separation Date, which matters include
                  but are
                  not limited to Cooper’s separation from employment with Laclede, and
                  matters arising from the offer and acceptance of this
                  Agreement.  Cooper understands that the provisions of
                  this Paragraph mean that he cannot bring a lawsuit against Laclede
                  for any
                  reason.

              


      

       


      
        
          
          

        

        
          3

          
          

        

        
          
          

        

      


      


       

      
        	
                8.  

              	
                Agreement
                  Not to File Suit or Other Claims.  In exchange for the
                  receipt of the consideration, payments, and promises set out in
                  this
                  Agreement above, Cooper, for and on behalf of Cooper and Cooper’s
                  beneficiaries, executors, administrators, successors, assigns,
                  and anyone
                  claiming through or under any of the foregoing, agree that they
                  will not
                  file or otherwise submit any charge, claim, complaint, or action
                  to any
                  agency, court, organization, or judicial forum (nor will Cooper
                  permit any
                  person, group of persons, or organization to take such action on
                  Cooper’s
                  behalf) against Laclede arising out of any actions or non-actions
                  on the
                  part of Laclede arising before or on the Separation Date.Cooper
                  further
                  agrees that in the event that any person or entity should bring
                  such a
                  charge, claim, complaint, or action on his behalf, he hereby waives
                  and
                  forfeits any right to recovery under said claim and will exercise
                  every
                  good faith effort (but will not be obliged to incur any expense)
                  to have
                  such claim dismissed.  The provisions of this Paragraph and
                  Paragraph 9, below, shall not be construed to prevent Cooper from
                  filing a
                  charge with the Equal Employment Opportunity Commission (“EEOC”), only to
                  the extent he is permitted to do so by law, notwithstanding the
                  provisions
                  of this Agreement to the contrary.  However, Cooper expressly
                  waives and disclaims any right to compensation or other benefit
                  which may
                  inure to him as a result of any such charge and hereby expressly
                  agrees to
                  provide any such benefit or pay any such compensation directly
                  to
                  Laclede.  Cooper understands that the provisions of this
                  Paragraph mean that he cannot bring a lawsuit against Laclede for
                  any
                  reason.

              


      

       

      
        	
                9.  

              	
                Claims
                  Covered by Agreement.  The charges, claims, complaints,
                  matters, demands, damages, and causes of action referenced in Paragraphs
                  7
                  and 8 above include, but are not limited to, (i) any breach of
                  an actual
                  or implied contract of employment between Cooper and Laclede, (ii)
                  any
                  claim of unjust, wrongful, or tortious discharge (including any
                  claim of
                  fraud, negligence, retaliation for whistleblowing, or intentional
                  infliction of emotional distress), (iii) any claim of defamation
                  or other
                  common-law action, (iv) any claim related to the issuance or non-issuance
                  of stock, or (v) any claims of violations arising under whistleblower
                  employee protection provisions of the Sarbanes-Oxley Act of 2002,
                  18
                  U.S.C. § 1514A, the Civil Rights Act of 1964, as amended, 42 U.S.C.
                  § 2000e etseq., the Civil Rights Act of 1866, 42 U.S.C.
                  § 1981, the Age Discrimination in Employment Act, 29 U.S.C.
                  § 621 etseq., (including but not limited to the Older
                  Worker’s Benefit Protection Act), the Americans with Disabilities Act
                  of
                  1990, 42 U.S.C. § 12101 etseq., the Fair Labor
                  Standards Act of 1938, as amended, 29 U.S.C. § 201
                  etseq., the Rehabilitation Act of 1973, as amended,
                  29
                  U.S.C. § 701 etseq., the Family and Medical Leave Act,
                  29 U.S.C. § 2601, the Employee Retirement Income Security Act, 29
                  U.S.C. § 1001, etseq. or the Missouri Human Rights Act,
                  R.S. Mo. § 213.010, et.seq., the Missouri Service Letter
                  Statute, R.S. Mo. § 290.140, the Missouri Employment Security Act, R.S.
                  Mo. § 288.010, et seq., retaliation for
                  exercise of rights Under the Missouri Worker’s Compensation Act, R.S. Mo.§
                  287.010 et seq.; the Missouri Aids Act,
                  R.S.Mo. § 191.6665, etseq., as amended; the Missouri Equal
                  Pay Law, R.S.Mo. § 290.400-290.460 etseq., as amended; the
                  Missouri Handicap Discrimination Statute, R.S.Mo. § 209.150, 290.160,
                  290.162, and 209.180 etseq., as amended; the Missouri
                  Genetic Testing Information Bias Law, R.S.Mo. § 375.1300, 375.1303,
                  375.1306 and 375.1309 etseq., as amended; the Missouri
                  Smokers Rights Law, R.S.Mo. § 290.145
                  et

              


      

       


      
        
          
          

        

        
          4

          
          

        

        
          
          

        

      


      seq.,
        as amended, or any other federal, state, or local statutes or ordinances
        or
        common laws, or any claims for pay, vacation pay, insurance, or welfare benefits
        or any other benefits of employment with Laclede arising from events occurring
        prior to or on the Separation Date other than those payments and benefits
        specifically provided herein.

       

      
        	
                10.  

              	
                Release
                  of Benefit Claims.  In exchange for the monetary payments
                  and benefits described in Paragraph 1 and Subparagraphs 1(A), 1(B),
                  1(C),
                  and 1(D) Cooper further releases and waives any claim for any type
                  of
                  compensation or employee benefits with
                  Laclede.

              


      

       

      
        	
                11.  

              	
                Representations
                  and Warranties Regarding the FMLA, FLSA, and Sarbanes-Oxley
                  Act.  Cooper represents and warrants that he is not aware of
                  any circumstances that might entitle Cooper to a leave of absence
                  under
                  the Family and Medical Leave Act (“FMLA”) or any fact which might justify
                  a claim against Laclede for violation of the FMLA.  Cooper
                  represents and warrants further that Cooper has received any and
                  all wages
                  and commissions for work performed and all overtime compensation
                  and FMLA
                  leave to which Cooper may have been entitled, and that Cooper is
                  not
                  currently aware of any facts or circumstances constituting a violation
                  by
                  Laclede of the FMLA, FLSA, or the Sarbanes-Oxley Act.  Cooper
                  specifically warrants that he has discussed this issue and all
                  underlying
                  facts with his attorney and in consultation with Cooper’s attorney, makes
                  these representations.

              


      

       

      
        	
                12.  

              	
                Confidentiality
                  of Agreement.  Notwithstanding Laclede’s duty to comply with
                  Securities Exchange Commission (“SEC”) public disclosure requirements, in
                  exchange for the receipt of the payments set out above, Cooper
                  agrees that
                  he will not publicize this Agreement directly, either in specific
                  or as to
                  general content, to either the public generally, to any employee
                  or agent
                  of Laclede, or to any other person or entity, except as Cooper
                  might be
                  lawfully compelled to give testimony by court or federal agency
                  process,
                  lawful deposition, interrogatory, or arbitrator of competent jurisdiction,
                  or to participate in an EEOC, SEC, or other federal agency
                  investigation.  Furthermore, the parties do not intend for this
                  Agreement to restrict Cooper from engaging in any whistleblower
                  activity
                  protected by federal law; thus, Cooper’s publicity of and discussions
                  about the terms of this Agreement, if made in connection with
                  whistleblower activity protected by federal law, will not constitute
                  a
                  breach of this Agreement.  Cooper’s agreement to keep
                  confidential the terms of this Agreement requires Cooper to refrain
                  from
                  communicating regarding the terms of this Agreement with anyone
                  except
                  Cooper’s immediate family and Cooper’s attorney, accountant, or financial
                  advisor who has a legitimate need to know the terms of this Agreement
                  in
                  order to render professional advice or services to Cooper; otherwise,
                  Cooper agrees not to identify or reveal any other terms of the
                  Agreement.  Cooper recognizes that despite the fact that Laclede
                  will comply with all applicable SEC public disclosure requirements
                  in
                  connection with the execution of this Agreement, Cooper’s own discussions
                  with other persons and/or entities regarding the terms of this
                  Agreement
                  could negatively impact Laclede.  Particularly because Cooper
                  has held positions of influence with Laclede, Cooper recognizes
                  that his
                  publicity of and discussions about the terms of the Agreement would
                  cause
                  a greater disruption in Laclede’s business than would exist
                  otherwise.  In light of this recognition, and because Cooper
                  agrees that Laclede has a material interest in limiting any disruption
                  to
                  Laclede’s

              


      

       


      
        
          
          

        

        
          5

          
          

        

        
          
          

        

      


      business
        caused by the execution of this Agreement, Cooper agrees that this Paragraph
        constitutes a material term of this Agreement.  As a result, any
        breach of this provision will be considered a material breach and will, among
        all other available remedies, excuse Laclede from any further obligations
        to
        Cooper under this Agreement, including any remaining payments set forth in
        Paragraph 1 and Subparagraphs 1(A), 1(B), 1(C), and 1(D) hereof.  This
        shall not be construed as a limitation of remedies, and Laclede retains all
        rights to pursue any and all claims or actions against Cooper as a result
        of
        Cooper publicizing or discussing the terms of this Agreement in a manner
        prohibited by this Paragraph.

       

      
        	
                13.  

              	
                Non-Solicitation.  During
                  Cooper’s employment with Laclede, Cooper had access to confidential
                  information and developed certain relationships such that if Cooper
                  were
                  allowed to pursue employment relationships with Laclede’s employees,
                  Cooper would have an unfair advantage based upon confidential information
                  and/or relationships developed.  Furthermore, Cooper
                  acknowledges that Laclede expends significant resources, on an
                  ongoing
                  basis, to recruit, hire, train, and retain its
                  personnel.  Cooper agrees to adhere to the commitments contained
                  in this Paragraph now and in the future and acknowledges that any
                  breach
                  of this promise will be material to Laclede.  Therefore, Cooper
                  agrees that from the date of execution of this Agreement until
                  the
                  expiration of a period of one (1) year from the date of execution
                  of this
                  Agreement (the “Covered Period”), Cooper will not, directly or
                  indirectly:

              


      

       

      
        	
                 

              	
                (A)

              	
                solicit
                  or recruit for employment, offer employment to, hire, solicit,
                  or recruit
                  for placement, place and/or offer to place with another company
                  or entity
                  -- on a temporary, permanent or contract basis, or otherwise --
                  anyone who
                  at any time during the Covered Period is or was employed by Laclede
                  (a
                  “Covered Employee”); provided that, at the time of such solicitation,
                  recruitment, offer of employment, hiring, offer to place or placement,
                  or
                  any time during the ninety (90) day period immediately preceding
                  same, the
                  Covered Employee is or was an employee of Laclede;
                  or

              


      

       

      
        	
                 

              	
                (B)

              	
                encourage,
                  entice or persuade, or attempt to encourage, entice or persuade
                  any
                  Covered Employee to leave his or her employment with
                  Laclede.

              


      

       

      
        	
                14.  

              	
                Nondisparagement.  Cooper
                  agrees that he will not, in any way, criticize, denigrate or otherwise
                  disparage Laclede, including but not limited to Laclede’s current or
                  former officers, directors and employees, and Cooper agrees he
                  will not,
                  at any time, make or solicit any comments, statements or the like
                  to the
                  media or to others, including their agents or representatives,
                  that may be
                  considered to be derogatory or detrimental to the good name or
                  business
                  reputation of Laclede.  Cooper further represents and agrees
                  that he has not and will not engage in any conduct or take any
                  action
                  whatsoever to cause or influence or which reasonably could be anticipated
                  to cause or influence any person or entity, including but not limited
                  to,
                  any past, present or prospective employee of, or applicant for
                  employment
                  with Laclede, to initiate litigation, assert any other kind of
                  claim or
                  take any other kind of adverse action against
                  Laclede.  Notwithstanding the requirements of this Paragraph,
                  nothing herein shall prohibit Cooper from engaging in whistleblower
                  activity protected by federal law.  Cooper acknowledges that
                  this provision

              


      

       


      
        
          
          

        

        
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      constitutes
        a material term in this Agreement, without which Laclede would not enter
        into
        this Agreement.  As a result, any breach of this provision will be
        considered a material breach and will, among all other available remedies,
        excuse Laclede from any further obligations to Cooper under this Agreement,
        including any remaining payments set forth in Paragraph 1 and Subparagraphs
        1(A), 1(B), 1(C), and 1(D) hereof.  This shall not be construed as a
        limitation of remedies, and Laclede retains all rights to pursue any and
        all
        claims or actions against Cooper as a result of any disparaging remarks made
        in
        violation of this Paragraph or otherwise.

       

      
        	
                15.  

              	
                Non-Disclosure
                  of Confidential Information.  Cooper acknowledges that
                  Laclede continually develops Confidential Information, that Cooper
                  has
                  developed Confidential Information for Laclede and that Cooper
                  had
                  possession of and access to Confidential Information during the
                  course of
                  his employment with Laclede.  Cooper will continue to protect
                  Laclede’s Confidential Information by refraining from disclosing to any
                  person or entity, and from using, other than as required by applicable
                  law, any Confidential Information obtained by Cooper incident to
                  Cooper’s
                  employment or other association with Laclede.  The
                  confidentiality obligation under this Paragraph shall not apply
                  to
                  information that is generally known or readily available to the
                  public at
                  the time of disclosure or becomes generally known through no wrongful
                  act
                  on the part of Cooper or any other person or entity having an obligation
                  of confidentiality to Laclede.  As a further acknowledgement of
                  his responsibilities under this Paragraph, Cooper acknowledges
                  and agrees
                  that:

              


      

       

      
        	
                 

              	
                (A)

              	
                all
                  memoranda, notes, records, reports, papers, drawings, designs,
                  computer
                  files in any media, documents, records, tapes and other media of
                  every
                  kind and description relating to the business, present or otherwise,
                  of
                  Laclede and any copies, in whole or in part, thereof (the “Documents”),
                  whether or not prepared by Cooper, shall be the sole and exclusive
                  property of Laclede.  Cooper represents that during Cooper’s
                  employment with Laclede, Cooper took all action necessary to safeguard
                  all
                  Confidential Information and has surrendered to Laclede all of
                  Laclede’s
                  property in Cooper’s possession or
                  control.

              


      

       

      
        	
                 

              	
                (B)

              	
                in
                  the event Cooper is requested or becomes legally compelled (by
                  oral
                  questions, interrogatories, requests for information or documents,
                  deposition, subpoena, civil or federal agency investigative demand
                  or
                  similar process) to disclose any of the Confidential Information,
                  Cooper
                  shall, where permitted under applicable law, rule or regulation,
                  provide
                  written notice to Laclede promptly after such request so Laclede
                  may, at
                  its expense, seek a protective order or other appropriate remedy,
                  and
                  Cooper agrees to reasonably cooperate with Laclede in connection
                  with
                  seeking such order or other remedy.  In the event that such
                  protective order or other remedy is not obtained, Cooper shall
                  furnish
                  only that portion of the Confidential Information that Cooper is
                  advised
                  by counsel is required, and shall exercise reasonable efforts to
                  obtain
                  assurance that confidential treatment will be accorded such Confidential
                  Information.  In addition, Cooper may disclose Confidential
                  Information in the course of inspections, examinations or inquiries
                  by
                  federal or state regulatory agencies and self regulatory organizations
                  that have requested or required the inspection of records that
                  contain the
                  Confidential

              


      

       


      
        
          
          

        

        
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      Information
        provided that Cooper exercises reasonable efforts to obtain reliable assurances
        that confidential treatment will be accorded to such Confidential Information.
        To the extent such information is required to be disclosed and is not accorded
        confidential treatment as described in the immediately preceding sentence,
        it
        shall not constitute “Confidential Information” under this
        Agreement.

       

      
        	
                 

              	
                (C)

              	
                “Confidential
                  Information” shall mean any and all information of Laclede that is not
                  generally known by others with whom Laclede competes or does business,
                  or
                  with whom Laclede plans to compete or do business and any and all
                  information, publicly known in part or not, which, if disclosed
                  by Cooper
                  would assist in competition against Laclede.  Confidential
                  Information includes without limitation such information relating
                  to (i)
                  trade secrets, the development, research, testing, manufacturing,
                  marketing and financial activities of Laclede, (ii) the products
                  and
                  services, (iii) the costs, sources of supply, financial performance
                  and
                  strategic plans of Laclede, (iv) the identity and special needs
                  of the
                  customers of Laclede, and (v) client lists and the people and
                  organizations with whom Laclede has business relationships and
                  the
                  substance of those relationships.  Confidential Information also
                  includes any information that Laclede has received, or may receive
                  hereafter, belonging to customers or others with any understanding,
                  express or implied, that the information would not be
                  disclosed.

              


      

       

      
        	
                16.  

              	
                Reasonable
                  Scope of Agreement.  Cooper acknowledges that the scope of
                  this Agreement, including without limitation, Paragraphs 12, 13,
                  14, and
                  15 of the Agreement, including their respective Subparagraphs,
                  is
                  reasonable in light of its narrow focus and the legitimate interests
                  of
                  Laclede to be protected.

              


      

       

      
        	
                17.  

              	
                Liquidated
                  Damages.  Cooper understands and agrees that the damage to
                  Laclede due to any breach of Paragraphs 12, 13, 14, and 15 of this
                  Agreement, including their respective Subparagraphs, will be extremely
                  difficult to determine.  Therefore, Cooper agrees that if he
                  violates any of those Paragraphs of this Agreement, he will pay
                  $10,000 to
                  Laclede, without prejudice to any additional relief that may be
                  available
                  to Laclede, specifically including but not limited to Laclede’s right to
                  cease paying any remaining payments otherwise due to Cooper under
                  Paragraph 1 and Subparagraphs 1(A), 1(B), 1(C), or
                  1(D).  Cooper’s obligation, pursuant to this Paragraph, to pay
                  liquidated damages for multiple violations of Paragraphs 12, 13,
                  14, and
                  15 of this Agreement, including their respective Subparagraphs,
                  shall not
                  exceed $50,000.  In addition, if Cooper breaks his promises in
                  Paragraphs 7, 8, 9, or 10 of this Agreement and files a lawsuit
                  regarding
                  claims he has released, Cooper agrees to pay for all costs incurred
                  by
                  Laclede, including reasonable attorneys’ fees, in defending against his
                  claims.  Cooper acknowledges and agrees further that the
                  liquidated damages described herein represent a conservative estimate
                  of
                  the damages Laclede is likely to suffer should Cooper breach Paragraphs
                  12, 13, 14, or 15 of this Agreement, including their respective
                  Subparagraphs.

              


      

       

      
        	
                18.  

              	
                No
                  Admission of Wrongdoing.  The parties to this Agreement
                  agree that nothing in this Agreement is an admission by any party
                  hereto
                  of any wrongdoing, either in violation of an applicable law or
                  otherwise,
                  and that nothing in this Agreement is to be construed as such by
                  any
                  person.

              


      

       


      
        
          
          

        

        
          8

          
          

        

        
          
          

        

      


      


       

      
        	
                19.  

              	
                Knowing
                  and Voluntary Agreement.  Cooper acknowledges further that
                  he understands this Agreement, the claims he is releasing herein,
                  the
                  promises and agreements he is making herein, and the effect of
                  his signing
                  this Agreement.  Cooper represents, declares, and agrees further
                  that he voluntarily accepts the consideration described above in
                  Paragraph
                  1 and Subparagraphs 1(A), 1(B), 1(C), and 1(D) for the purpose
                  of making a
                  full and final compromise, adjustment, and settlement of all claims
                  or
                  potential claims against Laclede from any action or inaction taking
                  place
                  prior to or on the Separation Date.

              


      

       

      
        	
                20.  

              	
                Choice
                  of Law.  Because of Laclede’s and Cooper’s substantial
                  contacts with Missouri, the fact that Laclede hired Cooper in Missouri,
                  Cooper’s primary place of work for Laclede has been located in Missouri,
                  and the parties’ interests in ensuring that disputes regarding the
                  interpretation, validity, and enforceability of this Agreement
                  are
                  resolved on a uniform basis, the parties agree that the Agreement
                  shall be
                  interpreted, construed, applied, and governed by and according
                  to the laws
                  of the State of Missouri, without regard for any conflict of law
                  principles.

              


      

       

      
        	
                21.  

              	
                Modification.  The
                  parties hereto agree that this Agreement may not be modified, altered,
                  or
                  changed except by a written agreement signed by the parties
                  hereto.

              


      

       

      
        	
                22.  

              	
                Entire
                  Agreement.  The parties acknowledge that this constitutes
                  the entire agreement between them superseding all prior written
                  and oral
                  agreements, regarding Cooper’s separation, and there are no other
                  understandings or agreements, written or oral, among them on the
                  subject
                  of Cooper’s separation.

              


      

       

      
        	
                23.  

              	
                Severability.  If
                  any Paragraph, Subparagraph, clause or provision of this Agreement
                  is held
                  to be invalid, the remaining provisions shall remain in full force
                  and
                  effect.

              


      

       

      
        	
                24.  

              	
                Rule
                  of Construction.  The rule of construction to the effect
                  that ambiguities are to be resolved against the drafting party
                  shall not
                  be employed in interpreting this Agreement.  The parties intend
                  for this Agreement to satisfy the provisions of the Age Discrimination
                  in
                  Employment Act of 1967, as amended, and the Sarbanes-Oxley Act
                  of 2002,
                  and this Agreement shall always be construed or limited in conformity
                  with
                  such provisions.

              


      

       

      
        	
                25.  

              	
                Execution
                  and Effective Date.  Separate copies of this document shall
                  constitute original documents which may be signed separately but
                  which
                  together will constitute one single agreement.  This Agreement
                  will not be binding on any party, however, until, at a minimum,
                  it is
                  signed by all parties or their representatives.  In addition,
                  this Agreement shall become effective and binding on the eighth
                  day
                  following Cooper’s execution of this
                  Agreement.

              


      

       

      
        	
                26.  

              	
                Time
                  for Consideration.  Cooper acknowledges that Laclede first
                  gave him a copy of this Agreement by or before the close of the
                  business
                  day on September 4, 2007 (the “Offer Date”), and that, at that
                  time, Laclede advised Cooper that Cooper could consider the offer
                  for up
                  to twenty-one (21) days from the Offer Date.  This Agreement
                  shall not become final and binding upon Cooper until the
                  eighth

              


      

       


      
        
          
          

        

        
          9

          
          

        

        
          
          

        

      


      calendar
        day following Cooper’s execution of this Agreement.  During said
        seven-day period, Cooper may revoke this Agreement by giving written notice
        to
        Richard A. Skau, Vice President of Human Resources, Laclede Gas Company,
        720
        Olive Street, Rm. 812, St. Louis, MO  63101.  By executing
        this Agreement, Cooper acknowledges that Laclede has advised him that he
        has up
        to twenty-one (21) days until the close of the business day on
        September 25, 2007, within which to consider this Agreement before
        signing the same, and that Cooper has, in fact, been given at least twenty-one
        (21) days within which to consider this Agreement prior to signing the
        Agreement.  Notwithstanding the opportunity to consider this Agreement
        for twenty-one (21) days, Cooper acknowledges that should he sign this Agreement
        anytime prior to the expiration of twenty-one (21) days, that he has nonetheless
        given full consideration to those terms and signs of his free
        volition.  Laclede shall be deemed to have revoked its offer to enter
        into this Agreement if Cooper shall not have executed this Agreement within
        twenty-one (21) days of the Offer Date.

       

      
        	
                27.  

              	
                Consultation
                  with an Attorney.  By executing this Agreement, Cooper
                  acknowledges that, at the time Laclede presented this Agreement
                  to him for
                  his consideration, Laclede advised Cooper to consult with an attorney
                  about this Agreement, its meaning and effect, prior to executing
                  this
                  Agreement.

              


      

       

      
        	
                28.  

              	
                No
                  Reliance.  The parties have not relied on any
                  representations, promises, or agreements of any kind made to them
                  in
                  connection with this Agreement, except for those set forth in this
                  Agreement.

              


      

       

      
        	
                29.  

              	
                Capacity
                  to Settle.  Each party herein represents and warrants to the
                  other that each has no legal impediments (including bankruptcies)
                  to fully
                  and completely settle all claims and to sign this
                  Agreement.  Both parties further warrant that each is the sole
                  owner of all the claims released in this Agreement, and that each
                  has not
                  assigned or transferred any such claim (or any interest in any
                  such claim)
                  to any other person, and that each will indemnify, defend and hold
                  each
                  other harmless for any damages costs, fees or expenses which they
                  may
                  incur if these representations and warranties are incorrect in
                  any
                  respect.

              


      

       

      
        	
                30.  

              	
                Cooperation
                  by Cooper.  In exchange for the receipt of the payments set
                  out above, Cooper agrees to cooperate fully in any manner requested
                  by
                  Laclede regarding any and all pending cases, including timely and
                  accurately providing his testimony in cases in which he was involved
                  in
                  any manner during his tenure of employment with Laclede.  Cooper
                  will not receive any additional pay for any such
                  testimony.  Cooper also agrees that in exchange for the payments
                  set out above, he will remain on-call with Laclede and cooperate
                  fully in
                  any manner requested by Laclede during the period prior to and
                  including
                  his Separation Date and during the twelve-month period ending on
                  September 30, 2008, with respect to reasonable requests for
                  information by Laclede in order to access Laclede’s information, explain
                  information known by Cooper by virtue of his employment with Laclede,
                  or
                  otherwise assist in transitioning Cooper’s job responsibilities with
                  Laclede and transitioning Laclede’s systems and
                  procedures.

              


      

       

      
        	
                31.  

              	
                Return
                  of Property.  Cooper agrees to return all property belonging
                  to Laclede, including, but not limited to the car provided to him
                  by
                  Laclede, his laptop computer,
                  cellular

              


      

       


      
        
          
          

        

        
          10

          
          

        

        
          
          

        

      


      phone,
        Blackberry device, PDA, pager, Laclede identification card, keys, security
        cards, credit cards, gas cards, parking pass, documents (including all copies
        regardless of media) of any kind provided or shown to Cooper throughout his
        employment with Laclede, and any other property of Laclede.  Cooper
        further agrees he has not copied or otherwise replicated or retained any
        of the
        above or like data and things.  All property described herein shall be
        returned by the close of business on the Separation Date.

       

      
        	
                32.  

              	
                Re-Employment
                  and Re-Instatement.  Cooper agrees that he will neither
                  apply for nor accept employment or re-employment with Laclede,
                  in any
                  capacity whatsoever, including but not limited to placement as
                  a
                  contingent worker (such as a contract hire, consultant, industry
                  or
                  technical assistant, or independent contractor) and that Laclede
                  has no
                  obligation whatsoever, contractual or otherwise, to re-hire, re-employ,
                  re-call or contract with Cooper in any capacity in the
                  future.

              


      

       

      
        	
                33.  

              	
                Arbitration.  The
                  parties agree that in the event of any breach or alleged breach
                  of this
                  Agreement, such breach or dispute shall be submitted to arbitration
                  under
                  the rules of the American Arbitration Association (“AAA”) for selection of
                  a neutral arbitrator.  Arbitration shall be the sole and
                  exclusive remedy with respect to any alleged breach or dispute,
                  and shall
                  be handled pursuant to the procedures and provisions of the AAA
                  and the
                  proceedings shall be private and
                  confidential.

              


      

       

      The
        parties shall jointly request the AAA to designate a panel of arbitrators,
        and
        either the parties mutually shall agree upon one of the arbitrators or, in
        the
        absence of mutual agreement, each side shall alternatively strike a name
        from
        the list of arbitrators commencing with the party seeking arbitration, and
        the
        name remaining on the list shall be deemed chosen as the
        arbitrator.

       

      The
        parties agree the issue before the arbitrator shall be whether one of the
        parties breached the terms of this Agreement, and, if so, what are the
        appropriate damages, if any, except that the arbitrator will have no authority
        to award punitive damages or damages for non-economic injuries.  The
        finding of the arbitrator shall be final and binding on both
        parties.  The arbitrator shall have no power to add to, detract from,
        or alter this Agreement in any way, and, notwithstanding any AAA rule to
        the
        contrary, the arbitrator shall have no power to award, and may not award,
        punitive or non-economic damages.  The arbitrator’s decision shall be
        subject to review only as provided under the Federal Arbitration Act where
        the
        arbitrator has failed to base his or her decision on the
        Agreement.  Pending final decision by the arbitrator, there shall be
        no other legal action taken by either party to the controversy.

       

      The
        arbitration shall take place in the State of Missouri.  All costs and
        expenses incidental to and arising out of the arbitration (e.g.,
        arbitrator’s fee) shall be borne by the losing party, but each side shall pay
        its own attorneys’ fees.

       

      IN
        WITNESS WHEREOF, the undersigned parties have executed this Separation Agreement
        and General Release.

       

      [SIGNATURES
        APPEAR ON THE FOLLOWING PAGE]

       


      
        
          
          

        

        
          11

          
          

        

        
          
          

        

      


      I
        HAVE READ THIS SEPARATION AGREEMENT AND GENERAL RELEASE AND, UNDERSTANDING
        ALL
        OF ITS TERMS, SIGN IT OF MY FREE WILL.  I UNDERSTAND THAT THIS
        AGREEMENT HAS A BINDING ARBITRATION PROVISION WHICH CAN BE ENFORCED BY THE
        PARTIES.

       

      
        	
                September
                  12, 2007

              	
                /s/Barry
                  C. Cooper

              
	 	
                Barry
                  C. Cooper

              


      

      


      Subscribed
        and sworn to before me, a Notary Public, this 12th day of
        September, 2007.

       

      /s/
        Lori A. Vance

      NOTARY
        PUBLIC

      My
        commission expires:

      


      February
        9,
        2011                                                                                                

      


      


      


      


      


      LACLEDE:

      


      
        	
                September
                  4, 2007

              	
                By:
                  /s/Richard A. Skau

              
	 	
                Richard
                  A. Skau

              
	 	 
	 	
                Title:
                  Vice President, Human Resources

              
	 	
                Laclede
                  Gas Company

              


      

      


      Subscribed
        and sworn to before me, a Notary Public, this 4th day of
        September, 2007.

       

      /s/
        Lori A. Vance

      NOTARY
        PUBLIC

      My
        commission expires:

      


      February
        9,
        2011                                                                                                


      
        
          
          

        

        
          12

          
          

        

        
          
          

        

      


      APPENDIX
        A

      


      
        	
                Entity

              	
                Cooper’s
                  Positions

              
	 	 
	
                The
                  Laclede Group, Inc.

              	
                Chief
                  Financial Officer

              
	 	 
	
                Laclede
                  Gas Company

              	
                Chief
                  Financial Officer and Director

              
	 	 
	
                Laclede
                  Development Company

              	
                Vice
                  President and Director

              
	 	 
	
                Laclede
                  Energy Resources, Inc.

              	
                Vice
                  President and Director

              
	 	 
	
                Laclede
                  Gas Family Services, Inc.

              	
                Vice
                  President and Director

              
	 	 
	
                Laclede
                  Pipeline Company

              	
                Vice
                  President and Director

              
	 	 
	
                Laclede
                  Venture Corp.

              	
                Vice
                  President and Director

              
	 	 
	
                Laclede
                  Investment LLC

              	
                Vice
                  President and Manager

              
	 	 
	
                SM&P
                  Utility Resources, Inc.

              	
                Director

              


      

      



      
        
          
          

        

        
          13