Date: July 29, 1994
----------------------------
Robert C. Jaudes (as President of Laclede Gas Company), and Robert
J. Carroll (as Senior Vice President - Finance of Laclede Gas Company),
pursuant to resolutions adopted by the Board of Directors on August 28,
1986, which resolutions, among other things, granted to any two executive
officers who hold one of the following offices: Chairman of the Board;
President; Executive Vice President; or Senior Vice President; the
authority to amend any or all of the benefit plans and/or related trust
agreements of the Company (collectively the "Plans") to the extent such
amendments deal with changes necessary or appropriate: (1) to comply
with, or obtain the benefit of, applicable laws and/or regulations, as
amended from time to time; (2) to reflect minor or routine administrative
factors; (3) to clarify the meaning of any of the provisions of the Plans;
and/or (4) to evidence changes in then existing Plans to reflect the
interrelationship thereof with newly adopted Plans or amendments to Plans,
which newly adopted Plans or amendments affect the terms of such other
then existing Plans; do hereby amend the Missouri Natural Gas Division of
Laclede Gas Company Dual Savings Plan as set forth in the attached
exhibit, such amendment to be effectuated and evidenced by our signatures
on said exhibit.
79
AMENDMENTS TO THE MISSOURI NATURAL GAS DIVISION
OF LACLEDE GAS COMPANY DUAL SAVINGS PLAN
The following amendments are effective November 1, 1989:
1. The fourth unnumbered paragraph of subsection (a) of Section VII is
amended in its entirety as follows:
"The hardship withdrawal application shall include a signed statement of the
facts demonstrating financial hardship and any other facts or documents
required by the Committee and shall specify which investment fund or funds
are to be charged with the withdrawal. If the Participant is married, the
application must be signed by both the Participant and his/her spouse; the
spouse's consent must acknowledge the effect of the request for hardship
withdrawal; and the spouse's consent must be witnessed by a Plan
representative or a notary public. The spousal consent shall not be
required if the Participant provides the Plan Administrator with
satisfactory evidence that such consent cannot be obtained because he/she
does not have a spouse; the spouse cannot be located; or such other
circumstances as are prescribed by Treasury Regulations. Any consent by a
spouse shall be effective only with respect to such spouse. For the purpose
of determining whether the hardship withdrawal is necessary to satisfy a
financial need of a Participant, the Committee may reasonably rely on the
Participant's representation that the need cannot be fully relieved by:"
2. The first paragraph of subsection (b) of Section VII is amended in its
entirety as follows:
"(b) Withdrawal from Post-Tax Deposit Account. A Participant may withdraw
any portion of his Post-Tax Deposit Account at any time by giving
written notice to the Committee. Within thirty (30) days after
receipt of such notice, the Committee shall direct the Trustee to make
the appropriate distribution. A request for withdrawal must be signed
by the Participant and his/her spouse; the spouse's consent must
acknowledge the effect of the request for withdrawal; and the spouse's
consent must be witnessed by a Plan representative or a notary public.
The spousal consent shall not be required if the Participant provides
the Committee with satisfactory evidence that such consent cannot be
obtained because he/she does not have a spouse; the spouse cannot be
located; or such other circumstances as are prescribed by Treasury
Regulations. Any consent by a spouse shall be effective only with
respect to such spouse."
80
3. The last paragraph of subsection (d) of Section VII is amended in its
entirety as follows:
"In the case of withdrawals under subparagraphs (1) and (3) of this
paragraph (d), the Committee shall direct the Trustee to make appropriate
distribution within thirty (30) days of the receipt of such notice. In the
case of withdrawals under subparagraph (2)of this paragraph (d), the
Committee shall direct the Trustee to make the appropriate distribution
within thirty (30) days after receipt of such notice, or, if the Committee
shall request proof of financial need, within thirty (30) days after a
determination that financial need exists. The written notice requesting the
withdrawal must be signed by the Participant and his/her spouse; the
spouse's consent must acknowledge the effect of the request for withdrawal;
and the spouse's consent must be witnessed by a Plan representative or a
notary public. The spousal consent shall not be required if the Participant
provides the Committee with satisfactory evidence that such consent cannot
be obtained because he/she does not have a spouse; the spouse cannot be
located; or such other circumstances as are prescribed by Treasury
Regulations. Any consent by a spouse shall be effective only with respect
to such spouse."
4. Subsection (e) of Section VIII is amended in its entirety as follows:
"(e) Time of Distribution. A Participant must give written notice to the
Committee requesting distribution. Within thirty (30) days after the
event which shall require distribution under this Section VIII, the
Committee shall direct the Trustee to make the appropriate
distribution. A request for distribution must be signed by the
Participant and his/her spouse; the spouse's consent must acknowledge
the effect of the request for distribution; and the spouse's consent
must be witnessed by a Plan representative or a notary public. The
spousal consent shall not be required if the Participant provides the
Committee with satisfactory evidence that such consent cannot be
obtained because he/she does not have a spouse; the spouse cannot be
located; or such other circumstances as are prescribed by Treasury
Regulations. Any consent by a spouse shall be effective only with
respect to such spouse."
Robert C. Jaudes
-------------------------------
Title: President and Chief
Executive Officer
Robert J. Carroll
-------------------------------
Title: Senior Vice President -
Finance
81
Date: July 29, 1994
--------------------------
Robert C. Jaudes (as President of Laclede Gas Company), and Robert
J. Carroll (as Senior Vice President - Finance of Laclede Gas Company),
pursuant to resolutions adopted by the Board of Directors on August 28,
1986, which resolutions, among other things, granted to any two executive
officers who hold one of the following offices: Chairman of the Board;
President; Executive Vice President; or Senior Vice President; the
authority to amend any or all of the benefit plans and/or related trust
agreements of the Company (collectively the "Plans") to the extent such
amendments deal with changes necessary or appropriate: (1) to comply
with, or obtain the benefit of, applicable laws and/or regulations, as
amended from time to time; (2) to reflect minor or routine administrative
factors; (3) to clarify the meaning of any of the provisions of the Plans;
and/or (4) to evidence changes in then existing Plans to reflect the
interrelationship thereof with newly adopted Plans or amendments to Plans,
which newly adopted Plans or amendments affect the terms of such other
then existing Plans; do hereby amend the Missouri Natural Gas Division of
Laclede Gas Company Dual Savings Plan as set forth in the attached exhibit,
such amendment to be effectuated and evidenced by our signatures on said
exhibit.
82
AMENDMENT TO THE MISSOURI NATURAL GAS
DIVISION OF LACLEDE GAS COMPANY SAVINGS PLAN
Effective January 1, 1985, paragraph (g) of Section VIII is replaced in its
entirety, as follows:
"(g) Required Distribution. Distribution to a Participant, as required by
and in accordance with Code Section 401(a)(9) and regulations
thereunder, will be made not later than April 1 following the end of
the calendar year in which the Participant attained age seventy and
one-half (70-1/2), if the Participant is then an Employee. For
purposes of the required distributions, the Participant may elect to
receive a total distribution of the Participant's Account, or the
minimum distribution which is required. The first such distribution
will be for the distribution year which is the calendar year in which
the Participant attained age seventy and one-half (70-1/2). If the
Participant elects the minimum required distribution, it will be based
upon the value of the Participant's Account at December 31 of the
calendar year preceding the distribution year, divided by remaining
life expectancy. Life expectancy will be calculated using the
Participant's age at December 31 of the distribution year; life
expectancies for a Participant with a designated beneficiary will be
based on the Participant's and beneficiary's ages at December 31 of
the distribution year. (If there is more than one designated
beneficiary, the remaining life expectancy of the designated
beneficiary with the shortest life expectancy will be used.) Each
year thereafter, the Participant's (or the Participant's and
designated beneficiary's) life expectancy (or life expectancies) shall
be reduced by one year. The Participant must specify the investment
fund or funds from which the minimum distributions shall be withdrawn.
Subsequent distributions will be made at least annually thereafter, by
December 31 and will be for the calendar year which ended on the prior
December 31. If the Participant dies after the Participant has
attained age seventy and one-half (70-1/2), but before all of the
Participant's Account has been distributed, then the remainder of the
Participant's Account shall be distributed to the Participant's
designated beneficiary not later than sixty (60) days after the date
of the Participant's death. Mandatory distributions under this
paragraph (g) will comply with the distribution requirements,
including the minimum distribution incidental benefit requirements, as
provided under Code Section 401(a)(9). If any provision of this Plan
conflicts with such distribution requirements, then the Code Section
401(a)(9) distribution requirements will govern."
Robert C. Jaudes
-------------------------------
Title: President and Chief
Executive Officer
Robert J. Carroll
-------------------------------
Title: Senior Vice President -
Finance
83