RESTATED LACLEDE GAS COMPANY SUPPLEMENTAL RETIREMENT BENEFIT PLAN

RESTATED

LACLEDE GAS COMPANY

SUPPLEMENTAL RETIREMENT BENEFIT PLAN

EFFECTIVE August 25, 1977

with amendments as of July 1, 1984, as of January 1, 1988,

as of November 1, 1988, as of October 1, 1989, July 25, 1991, and amended and restated as of

January 1, 2005

As of January 1, 2005

LACLEDE GAS COMPANY

SUPPLEMENTAL RETIREMENT BENEFIT PLAN

ARTICLE 1

General

1.1            Purpose .  It is the intention of Laclede Gas Company (the "Company") to maintain appropriate levels of retirement benefits for individuals who are entitled to benefits under the Employees' Retirement Plan of Laclede Gas Company (the "Retirement Plan").  Accordingly, the Retirement Board as authorized by the Board of Directors of Laclede Gas Company, acting on behalf of the Company, established the Laclede Gas Company Supplemental Retirement Benefit Plan (the "Supplemental Plan").  The Supplemental Plan is intended to provide benefits to or on behalf of an eligible person, which includes:  (i) any officer of the Company; or (ii) any Company employee with a salary level of 9 or higher (now known as salary grade 15 or higher); whose employment with the Company ceases at a time when such person or his spouse or beneficiary is entitled (or has become entitled) to an immediate or future benefit under the Retirement Plan.  Such benefits are to be provided in such a manner as to maintain the level of total retirement benefits which would otherwise be payable under the Retirement Plan, but for:  (a) the limitations on benefits imposed by the Internal Revenue Code, as said Code may be amended from time to time (the "Internal Revenue Code"); (b) subject to Section 1.3 below, the exclusion of deferred compensation from normal compensation under the Retirement Plan; and (c) the amendment of the pension computation formula, effective October 1, 1989.  This Supplemental Plan shall also provide an alternative benefit with respect to officers of the Company that, as the result of action by the Board of Directors of the Company, continue in employment beyond age 70; such alternative benefit to be provided in a manner that will protect the values of benefits that would have been paid upon retirement at age 70.  The Supplemental Plan shall maintain the total retirement benefit levels

described above by means of supplemental payments made by the Company to the individuals eligible for such payments as more fully described in Articles 3 and 4.  All references herein to the “Plan” or “Supplemental Plan” shall mean this Supplemental Plan, unless otherwise specified.

1.2            Benefit Limitations .  As a result of the adoption of Section 409A of the Internal Revenue Code, the Company amended and restated this Supplemental Plan effective as of January 1, 2005.  Notwithstanding anything to the contrary in this Supplemental Plan, pursuant to Final Treasury Regulation Section 1.409A-6(a)(3)(i), the Supplemental Benefit payable under this Plan shall be limited to the benefits, to which Participants or Beneficiaries would have been entitled under this Plan if such individuals voluntarily terminated employment without cause on December 31, 2004, received payment of the benefits available from this Supplemental Plan on the earliest possible date allowed under this Supplemental Plan following a termination of service, and received the benefit in the form available to the Participant or Beneficiary on December 31, 2004 with the maximum value (the “Grandfathered Benefit”).  Simultaneously, the Company adopted Supplemental Plan II, which governs all other benefits accruing on or after January 1, 2005 and is subject to Section 409A of the Internal Revenue Code.

1.4            Exclusion of Deferred Compensation Under the Laclede Gas Company Incentive Compensation Plan .  Notwithstanding anything to the contrary contained elsewhere in this Supplemental Plan, deferred compensation under the Laclede Gas Company Incentive Compensation Plan shall not be included in determining the benefits to be paid under this Supplemental Plan.

ARTICLE 2

Administration by Retirement Board

2.1            Board .  The Retirement Board (the "Board") which is responsible for the administration of the Retirement Plan, will administer the Supplemental Plan.  The Board shall have the same responsibility and authority with respect to this Supplemental Plan as it possesses with respect to the Retirement Plan.  It shall also proceed with respect to this Supplemental Plan in a manner consistent with the manner in which it proceeds with respect to the Retirement Plan.  At least once each year, the Board shall make a full report to the Board of Directors of the Company of the operation of this Supplemental Plan and the Board's administration thereof.

ARTICLE 3

Eligibility

3.1            Persons Eligible to Receive Benefits .  Every individual who had a vested and accrued benefit under the terms of the Retirement Plan on or before December 31, 2004 either as a Participant or as a Beneficiary of such a Participant, as those terms are defined in Sections 3.2 and 3.3 below:

(a) whose benefit pursuant to the Retirement Plan is reduced by reason of:  (1) the application of the limitations imposed by the Internal Revenue Code; (2) subject to the provisions of Section 1.3 hereof excluding deferred compensation under the Laclede Gas Company Incentive Compensation Plan, by the exclusion of deferred compensation from normal compensation; and/or (3) the application of the amendment of the pension computation formula effective October 1, 1989; shall be eligible to receive an amount (the "Supplemental Benefit") under the Supplemental Plan as described in Section 4.1.1; or

(b) with respect to a Participant (and the Beneficiary of such Participant) who is an officer of the Company that, as a result of action by the Board of Directors of the Company, continues in employment beyond age 70, such a Participant (or Beneficiary) shall be eligible to receive, in lieu of the Supplemental Benefit described in Section 3.1(a) above, an amount (the "Alternative Supplemental Benefit") under the Supplemental Plan as described in Section 4.1.2.

3.2            Participant .  Every individual described in Section 3.1 above, which includes:  (i) any officer of the Company; or (ii) any Company employee having a salary level of 9, or higher (now known as salary grade level 14 or higher); who has a vested and accrued benefit under the Retirement Plan on or before December 31, 2004 and is eligible to receive benefits under this Supplemental Plan by reason of active service with the Company shall be known as a "Participant."

3.3            Beneficiary .  Every individual described in Section 3.1 above who is eligible to receive benefits under the Supplemental Plan by reason of a Participant’s active service with the Company shall be known as a "Beneficiary."  The term "Beneficiary" shall include spouses, heirs-at-law, legal representatives, and every other person to whom benefits may be distributed, as determined under the Retirement Plan.

ARTICLE 4

Supplemental Benefit

4.1.1       Amount of Supplemental Benefit .  Subject to the limitations in Section 1.2 of this Supplemental Plan, the amount of Supplemental Benefit which a Participant or Beneficiary, other than a Participant described in Section 3.1(b) or the Beneficiary of such a Participant, shall be entitled to receive hereunder shall be equal to the excess of (a) over (b).

(a)  The benefit the Participant or Beneficiary would have been entitled to receive under any provision of the Retirement Plan and in accordance with any option which is then

operative under the terms of Sections 4.1, 4.3 or 5.5 of such Plan, if such benefit were computed:  (i) without giving effect to the limitations imposed by the Internal Revenue Code, or its successor, and the regulations and rulings thereunder or the terms of the Retirement Plan implementing those limitations; (ii) by including, except for deferred compensation under the Laclede Gas Company Incentive Compensation Plan, all other then deferred compensation amounts in normal compensation; and (iii) by utilizing, for p