THE LACLEDE GROUP
MANAGEMENT CONTINUITY PROTECTION PLAN
(as of January 1, 2005)
Participants shall include all Officers of The Laclede Group, Inc. (the “Company”) and Laclede Gas
Company as well as certain other key officers of other Company subsidiaries as may be determined from
time to time. It is contemplated that the features set forth below would be incorporated in agreements to
be entered into between the Company and each of such officers.
Change In Control
Change In Control occurs if and when any “person” (as such term is used in Sections 13(d) and 14(d)(2)
of the Securities Exchange Act of 1934) is or becomes a beneficial owner, directly or indirectly, of
securities of the Company representing more than fifty percent (50%) of the combined voting power of
the Company’s then outstanding securities or when any such person becomes a beneficial owner, directly
or indirectly, of at least thirty percent (30%) and no more than fifty percent (50%) of such securities and
a majority of the outside members of the Company’s Board of Directors decides that a de facto Change
in Control has occurred.
Termination For “Cause”
Termination for “Cause” shall be limited to, and include, only the following: (1) the irreversible incapacity
or disability of a Participant for a period of six (6) months which renders him unable to perform the
services for which he is employed; (2) any conduct of Participant in the performance of the services to be
rendered by him and for which he has been employed which involves moral turpitude on his part; or (3)
the death of the Participant.
If, following a Change in Control, the Participant has experienced a separation from service on account of
his or her termination of employment (other than for “Cause”), resignation or retirement, such Participant
shall be entitled to receive at such time (or such other time as provided below) a no