SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

THIS SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “ Second Amendment ”) is made and entered into as of August 4, 2008, by and between THE LACLEDE GROUP, INC. , a Missouri corporation (“ Borrower ”), and U.S. BANK NATIONAL ASSOCIATION , a national banking association (“ Lender ”), and has reference to the following facts and circumstances (the “ Recitals ”):

A      Borrower and Lender executed the Amended and Restated Revolving Credit Agreement dated as of August 4, 2005 (the “2005 Agreement ”), pursuant to which Borrower executed the Revolving Credit Note dated August 4, 2005, payable to the order of Lender, in the principal amount of up to $40,000,000 (as amended, the “ Note ”).

B.      The 2005 Agreement was previously amended as provided in the First Amendment to Amended and Restated Revolving Credit Agreement dated as of March 31, 2008 (the 2005 Agreement as amended thereby, hereafter referred to as the “ Agreement ”; all capitalized terms used and not otherwise defined in this Second Amendment shall have the respective meanings ascribed to them in the Agreement).

C.      Borrower and Lender desire to further amend the Agreement, in the manner hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower and Lender hereby agree as follows:

1.       Recitals .  The Recitals are true and correct, and, together with the defined terms set forth therein, are incorporated herein by this reference.

2.       Amendment to Agreement .   The Agreement is amended as follows:

(a)      The definitions of “Applicable Commitment Fee Rate”, “Applicable LIBOR Margin”, “Applicable Prime Margin”, and “Revolving Credit Period” in Section 1.01 of the Agreement are deleted and replaced with the following:

“ Applicable Commitment Fee Rate shall mean an annual rate equal to 15/100 Percent (0.15%).”

“ Applicable LIBOR Margin shall mean an annual rate equal to 60/100 Percent (0.60%).”

“ Applicable Prime Margin shall mean an annual rate equal to Zero Percent (0%).”

“ Revolving Credit Period shall mean the period commencing on the date of this Agreement and ending August 3, 2009; provided, however, that the Revolving Credit Period shall end on the date the Lender’s Revolving Credit Commitment is terminated pursuant to Section 6 or otherwise.”

(b)      The definition of “Applicable Rating Level” in Section 1.01 of the Agreement is deleted.

(c)      Sub-sections (a) and (b) in the definition of “Interest Period” in Section 1.01 of the Agreement are deleted and replaced with the following:

“(a) initially, the period commencing on the date selected by Borrower in the applicable Interest Rate Selection Notice and ending seven (7) days, one (1) month, two (2) months, three (3) months, or six (6) months thereafter, as Borrower may elect in the applicable Interest Rate Selection Notice; and (b) thereafter, each period commencing on the last day of the immediately preceding Interest Period applicable to such LIBOR Loan and ending seven (7) days, one (1) month, two (2) months, three (3) months, or six (6) months, as Borrower may elect in the applicable Interest Rate Selection Notice; provided that:”

3.       Costs and Expenses .   Borrower hereby agrees to reimburse Lender upon demand for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred by Lender in the preparation, negotiation and execution of this Second Amendment and any and all other agreements, documents, instruments and/or certificates relating to this Second Amendment.  All of the obligations of Borrower under this paragraph shall survive the payment of Borrower’s Obligations and the termination of the Agreement as amended hereby.

4.       References to Agreement .   All references in the Agr