MANAGEMENT CONTINUITY PROTECTION AGREEMENT

Exhibit 10.5a

MANAGEMENT CONTINUITY PROTECTION AGREEMENT

This AGREEMENT is made as of the ___ day of _______________, 20__, between THE LACLEDE GROUP, INC., a Missouri corporation (the “Company”), and ___________________________________ (the “Executive”).

WHEREAS, upon recommendation of its Chairman, the Board of Directors of the Company has adopted a Management Continuity Protection Plan (the “Plan”) for all of the officers of the Company and of Laclede Gas Company as well as certain other officers of the Company subsidiaries as determined from time to time.

WHEREAS, the Plan was adopted in the best interests of the Company and its stockholders for the purpose of reinforcing and encouraging the continued attention and dedication of the Plan Participants, including the Executive, to their assigned duties without distraction in potentially disturbing circumstances arising from the possibility of any future change in control of the Company; and

WHEREAS, as contemplated by the Plan, the Executive and the Company are executing this Management Continuity Protection Agreement; and

WHEREAS, subject only to the “Termination Benefits” (as hereinafter defined) payable hereunder following certain “Employment Terminations” (as hereinafter defined) subsequent to a “Change in Control” (as defined in the Plan), the execution of this Agreement by the Executive and the Company does not give rise to a claim by the Executive that the Executive is entitled to continued employment with the Company.

NOW, THEREFORE, in consideration of the mutual agreements contained herein, the Company and the Executive agree as follows:

1.            Term of Agreement .  This Agreement shall terminate, except to the extent that any obligation of the Company hereunder remains unpaid as of such time, upon the earlier of: (a) the effective date of the Executive’s (i) termination other than for Cause (as defined in the Plan), (ii) resignation, or (iii) retirement with respect to the Company; provided , that , an event in (i)- (iii) correlates with a “separation from service” under Final Treasury Regulation Section 1.409A-1(h) (an event in (i)- (iii) hereinafter called an “Employment Termination”), if such Employment Termination occurs prior to a Change in Control; (b) the effective date of the Executive’s Termination for Cause (as defined in the Plan); (c) the date the Executive ceases to serve as an officer of the Company or any of its Affiliates prior to a Change in Control; (d) forty-two (42) months after a Change in Control, if the Executive’s Employment Termination has not yet occurred as of the end of such forty-two (42) months; or (e) the date the Company’s Board of Directors terminates the Plan if and only if such termination is prior to a Change in Control.  For purposes of this Agreement, employment with the Company shall also include employment with any successor of the Company (or with any Affiliate of the Company, or Affiliate of such successor) following a Change in Control.  No benefits shall be payable hereunder unless there shall have been a Change in Control as defined in the Plan, and Executive’s Employment Termination shall thereafter have occurred in accordance with Section 3 hereof.

2.            Termination Following Change in Control .  If a Change in Control shall have occurred, the Executive shall be entitled to the benefits provided in Section 3 hereof upon the subsequent Employment Termination of the Executive.

3.            Benefits upon Employment Termination .  (a) If, after a Change in Control shall have occurred, there is a subsequent Employment Termination of the Executive, prior to the expiration of the forty-two (42) month period specified in Section 1(b) hereof, the Executive shall, subject to the provisions of Sections 3(b), 3(c) and 4 hereof, be entitled to receive, upon the effective date of such Employment Termination (or such other time as provided below and/or in the Plan in the event of a separation of service of a “specified employee”), a non-discounted lump sum amount (hereinafter called the “Termination Benefits”) equal to the average annual compensation (as referenced in the Plan) of the Executive for the five (5) year period (or if not employed for such five (5) year period, such shorter period) immediately preceding the Executive’s Employment Termination with the Company (as described in Section 280G(b)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”)), multiplied by 2.00. ¹    Notwithstanding any provision herein to the contrary, if the Company determines that the Executive is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and regulations and other guidance issued thereunder, then payment of such amount (or portion thereof) shall commence no earlier than the first day of the seventh month following the month Executive’s “separation from