Exhibit 10.01
Date: February 28, 2003
Douglas H. Yaeger (as Chairman of the Board, President and Chief Executive
Officer of Laclede Gas Company), and John Moten, Jr. (as Senior Vice
President - Operations and Marketing of Laclede Gas Company), pursuant to
resolutions adopted by the Board of Directors on August 24, 2000, which
resolutions, among other things, granted to any two executive officers who
hold one of the following offices: President, or Senior Vice President; the
authority to amend any or all of the benefit plans (collectively the
"Plans") to reflect changes in benefits under the collective bargaining
agreements that became effective August 1, 2000, to provide such comparable
changes in benefits to the Company's non-union employees and to execute any
and all documents effectuating, implementing and/or evidencing such plan
amendment changes; do hereby amend the Laclede Gas Company Salary Deferral
Savings Plan as set forth in the attached exhibit, such amendment to be
effectuated and evidenced by our signatures on said exhibit.
AMENDMENT TO THE LACLEDE GAS COMPANY
SALARY DEFERRAL SAVINGS PLAN
The following amendments are effective March 1, 2003.
1. Section 1.3 is added to read as follows:
"1.3 TYPE OF PLAN
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Effective on and after March 1, 2003, amounts invested in
the Company Stock Fund, as defined in Section 2.6, shall
constitute an employee stock ownership plan as defined in
Code Section 4975(e)(7). The employee stock ownership plan
is designed to invest primarily in the common stock of The
Laclede Group, Inc. Amounts invested in all other Funds,
including the Equity Funds, shall constitute a profit
sharing plan under Code Section 401."
2. Section 2.38 is added to read as follows:
"2.38 "ESOP"
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Effective March 1, 2003, the Company Stock Fund of the
Plan shall be an Employee Stock Ownership Plan named The
Laclede Group, Inc. - ESOP (ESOP). The provisions of
Article XVIII shall apply to the ESOP."
3. A new sentence is added to the end of Section 6.4 to read as
follows:
"Effective March 1, 2003, the Company Stock Fund shall be an
Employee Stock Ownership Plan (ESOP) in accordance with the
provisions of Article XVIII."
4. The last paragraph of Section 10.2(c)(ii) is amended to read as
follows:
"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. If the Participant
elects the minimum required distribution, it will be based on the
value of the Participant's Account at December 31 of the calendar
year preceding the distribution year, divided by remaining life
expectancy. Minimum distributions shall be withdrawn from each
Investment Fund/Funds and/or ESOP in the same proportion as the
balance of the Investment Funds and/or ESOP bear to each other.
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 required minimum
distributions have commenced 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."
5. Section 10.3(c)(vi) is amended to read as follows:
"(vi) The withdrawal shall be made from each Investment
Fund/Funds and/or ESOP in the same proportion as the
balance of the Investment Funds and/or ESOP bear to each
other."
6. Section 10.4(e) is amended to read as follows:
"(e) An application for a loan may be received at any time, and
an approved loan shall be disbursed as soon as
administratively practicable thereafter. Except as
provided by Section 10.3(c), a new loan cannot begin until
after repayment in full of the prior loan. The dollar
amounts to be loaned shall be taken from the investment
accounts and/or ESOP in the same proportion as the
Investment Fund and/or ESOP balances bear to each other."
7. Article XVIII - ESOP is added to read as follows:
"ARTICLE XVIII - ESOP
18.1 ESTABLISHMENT OF ESOP
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Effective March 1, 2003 the balances in the Company Stock
Fund shall become an Employee Stock Ownership Plan that is
established as a component of the Plan to meet the
requirements of Code Section 4975(e)(7). This ESOP
component of the Plan is segregated as a stock bonus plan
as defined in Treasury Regulations Section
1.401-1(b)(1)(iii). This Article XVIII is effective
notwithstanding any other provision of the Plan to the
contrary or to the extent that the implementation of any
such other provision of the Plan would violate or
otherwise limit the effect of this Article. For purposes
of this Article XVIII, "Participant" includes a
Participant who is no longer employed by the Company but
still has an Account in the Plan. The provisions of this
Article XVIII also apply to a Beneficiary if the
Beneficiary has become entitled to the Participant's
Account in accordance with the Plan provisions.
18.2 PAYMENT OF DIVIDENDS
-----------------------------
Effective March 1, 2003, a Participant shall have the
right to elect to receive dividends with respect to Shares
credited to such Participant's ESOP account paid in cash
directly to the Participant. A Participant must make an
election to receive dividends in cash in accordance with
the Administrator's established procedures. The
Administrator shall designate the times and effective
dates for such elections. An election to receive dividends
in cash shall remain in effect until changed by the
Participant. Dividends not paid in cash to the Participant
shall be reinvested in accordance with Article VI.
Dividend payments to be made in cash will be paid directly
by the Trustee to the Participant. Such dividend payments
shall be made as soon as administratively feasible after
the Trustee's receipt of the dividend payments.
18.3 PUT OPTION
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(a) At such times as the Shares are not readily
tradable on an established market at the time of
distribution of a Participant's ESOP account, the
Company shall issue a put option to each
Participant receiving a distribution of ESOP
stock from the Plan. The put option shall permit
the Participant to sell such ESOP stock under a
fair valuation formula during the sixty (60)
consecutive day period following the date the
ESOP stock was distributed to the Participant, at
which time the put option will temporarily lapse.
Upon the close of the Plan Year in which such
temporary lapse occurs, an independent appraiser
(meeting requirements similar to the requirements
of Code Section 170(a)(1)) shall determine the
value of the ESOP stock, and the Trustee shall
notify each Participant who received a
distribution but did not exercise the initial put
option prior to its temporary lapse in the
preceding Plan Year of the revised value of the
ESOP stock. The time during which the put option
may be exercised shall recommence on the date
such notice of revaluation is given and shall
permanently terminate sixty (60) days thereafter.
(b) The Trustee may, in its discretion and with the
consent of the Company, cause the Trust to assume
the rights and obligations of the Company at the
time the put option is exercised, insofar as the
repurchase of ESOP stock is concerned. The period
during which the put option is exercisable shall
not include any period during which the holder is
unable to exercise such put option because the
Company is prohibited from honoring it by federal
and state law. The Company or the Trustee, as the
case may be, must pay for ESOP stock sold
pursuant to a put option no less rapidly than
under one of the following two methods, as
applicable:
(i) If a put option is exercised with
respect to ESOP stock distributed as
part of a total distribution (that is, a
distribution of a Participant's or
Beneficiary's account balance within one
taxable year), then payment shall be
made in substantially equal periodic
payments (not less frequently than
annually) commencing within thirty (30)
days for the date of the exercise of the
put option and over a period not
exceeding five (5) years, with interest
payable at a reasonable rate (as
determined by the Company) on any unpaid
installment balance, with adequate
security provided, and without penalty
for any prepayment of such installments.
(ii) If a put option is exercised with
respect to ESOP stock distributed as
part of an installment distribution,
then the payment for such ESOP stock
shall be made in a lump sum no later
than thirty (30) days after such
Participant or Beneficiary exercises the
put option.
18.4 SHARE LEGEND
---------------------
Shares of ESOP stock held in ESOP accounts or distributed
by the Trustee from ESOP accounts may include such legend
restrictions on transferability as the Company may
reasonably require in order to assure compliance with
applicable federal and state securities laws.
Sections 18.5 through 18.12 contain provisions required to qualify
the Employee Stock Ownership Plan as a plan described in Section
4975(e)(7) of the Code. So long as (a) the Company does not extend
credit to the Plan, (b) there is no sale of employer securities to
the Plan in a tax-free rollover transaction described in Section
1042 of the Code (which does not apply to publicly-traded stock),
and (c) Participants are entitled to receive distribution of their
ESOP accounts as soon as administratively feasible after
termination of employment, the provisions of Sections 18.5 through
18.12, inclusive, will not have any operative effect.
18.5 COMMENCEMENT OF DISTRIBUTIONS
--------------------------------------
Any contrary provision of this Plan notwithstanding, if a
Participant elects that the special distribution
provisions of this section applies, the portion of his
vested account attributable to Shares credited to his
account shall be distributed no later than as follows:
(a) Such portion shall be paid in substantially equal
periodic payments (not less frequently than
annually) over a period not longer than five (5)
years, or, if the value of such accounts exceeds
five hundred thousand dollars ($500,000) (or such
greater amount as may be in effect under Code
Section 409(o)(1)(C)), five (5) years plus one
(1) additional year (but not more than five (5)
additional years) for each one hundred thousand
dollars ($100,000) (or such greater amount as may
be in effect under Code Section 409(o)(1)(C) or
fraction thereof by which the value of such
accounts exceeds five hundred thousand dollars
($500,000) (or such greater amount as may be in
effect under Code Section 409(o)(1)(C)).
(b) Except as provided below, payments under (a)
shall commence not later than one (1) year after
the end of the following:
(i) In the case of a Participant whose
employment terminates after he or she
attains age sixty-five (65), or at any
age by reason of death or permanent
disability, the Plan Year in which his
or her employment terminates.
(ii) In the case of a Participant whose
employment terminates under
circumstances not described in (i), the
fifth (5th) Plan Year following
the year in which his or her employment
terminates, provided that this
subsection shall not apply if the
Participant is reemployed before the end
of such fifth (5th) Plan Year.
Commencement prior to the date on which a Participant
attains Normal Retirement Age shall be subject to the
Participant's consent in accordance with Article X, and,
if a Participant does not consent, commencement shall
occur as soon as practicable after the Participant attains
age sixty-five (65).
18.6 VALUATION
------------------
The fair market value of Shares and all other Plan assets
shall be determined as of each valuation date. If the
Shares are not readily tradable on an established
securities market, the fair market value shall be
determined by an independent appraiser within the meaning
of Code Section 401(a)(28)(C).
18.7 NONALLOCATION PROVISION
------------------
Notwithstanding any other provision of this Plan, no
portion of the assets of the Plan attributable to Shares
acquired by the Plan in a sale to which Code Section 1042
applies may accrue or be allocated directly or indirectly
during a Nonallocation Period to:
(a) Any Employee who sells Shares to the Plan in a
transaction to which Code Section 1042 applies;
(b) Any individual who is related to such an Employee
within the meaning of Code Section 267(b), except
as otherwise provided by Code Section
409(n)(3)(A); and
(c) Any other individual owning (either directly or
indirectly) more than twenty-five percent (25%)
of (i) any class of outstanding stock of the
Employer, or any corporation which is a member of
the same controlled group of corporations within
the meaning of Code Section 409(l)(4), or (ii)
the total value of any class of outstanding stock
of such corporation. For purposes of the
preceding sentence, an individual shall be
treated as twenty-five percent (25%) shareholder
(A) at any time during the one (1) year period
ending on the date of the sale to which Code
Section 1042 applies or (B) on the dates as of
which any Shares sold to the Plan on a
transaction to which Code Section 1042 applies
are allocated to the accounts of Participants. In
the event the individual's situation is described
in item (A) of the preceding sentence, such
individual shall continue to be treated as a
twenty-five percent (25%) shareholder until all
of the Shares acquired by the Plan in a
transaction to which Code Section 1042 applies
have been allocated. If, however, an individual
first becomes a twenty-five percent (25%)
shareholder at such time as described in item (B)
above, such an individual shall only be treated
as a twenty-five percent (25%) shareholder with
respect to those Shares acquired in a transaction
to which Code Section 1042 applies which are
allocated as of the date or dates on which an
individual is a twenty-five percent (25%)
shareholder.
The Nonallocation Period is the period beginning on the
date of the sale and ending on the date that is ten (10)
years after the later of the date of the sale of the
Shares to the Plan in a transaction to which Code Section
1042 applies, or the date of the Plan allocation
attributable to the final payment of acquisition
indebtedness incurred in connection with such a sale.
18.8 SHARE PURCHASE LOANS
-----------------------------
At the direction of the Administrator, the Trustee may
from time to time enter into a Share Purchase Loan for the
purpose of acquiring Shares that constitute "employer
securities" within the meaning of Code Section 409(l) or
for the purpose of repaying all or any portion of any
outstanding Share Purchase Loan. The terms of any Share
Purchase Loan
shall be subject to the conditions and restrictions set
forth herein. Shares acquired with the proceeds of a Share
Purchase Loan shall be credited to a "Loan Suspense
Account" until released in accordance with the following
section. All loans that are incurred as part of an
integrated transaction shall be treated as a single Share
Purchase Loan for all purposes of the Plan.
18.9 RELEASE FROM LOAN SUSPENSE ACCOUNT
-------------------------------------------
Subject to the following provisions of this section, for
each Plan Year throughout the duration of a Share Purchase
Loan, a portion of the Shares acquired with the proceeds
of such Share Purchase Loan shall be withdrawn from the
Loan Suspense Account and allocated to Participants' ESOP
stock accounts in accordance with the provisions of this
Article.
As of the last day of each Plan Year, the number of Shares
that shall be released from the Loan Suspense Account
shall be equal to the product of the number of Shares that
are then held in the Loan Suspense Account multiplied by a
fraction, the numerator of which is the amount of
principal and interest paid on the related Share Purchase
Loan for that Plan Year and the denominator of which is
the amount of principal and interest paid or payable on
the related Share Purchase Loan for that Plan Year and for
all future years. For purposes of determining the
denominator of the fraction described in the preceding
sentence for any Plan Year, if the interest rate under the
Share Purchase Loan is variable, the interest rate to be
paid in future years shall be assumed to be equal to the
interest rate applicable as of the last day of that Plan
Year. Notwithstanding the foregoing provisions of this
section, the number of Shares attributable to a Share
Purchase Loan that are withdrawn from the Loan Suspense
Account shall be proportionate to principal payments only,
if:
(a) Such release is consistent with the provisions of
the Share Purchase Loan with respect to the
release of Shares as collateral, if any, for such
loan;
(b) The Share Purchase Loan provides for annual
payments of principal and interest at a
cumulative rate that is not less rapid at any
time than level annual payments of such amounts
for ten (10) years;
(c) Interest is disregarded for purposes of
determining such release only to the extent that
it would be determined to be interest under
standard loan amortization tables; and
(d) The term of the Share Purchase Loan, together
with any renewal, extension or refinancing
thereof, does not exceed ten (10) years.
In the event that more than one (1) Share Purchase Loan is
outstanding at any time, the number of Shares that is
released from encumbrance at any time under this paragraph
shall be based solely on the repayment of the Share
Purchase Loan to which such Shares are attributable.
18.10 USE OF LOAN PROCEEDS AND DIVIDENDS
-------------------------------------------
The proceeds of a Share Purchase Loan shall be used within
a reasonable time after receipt to acquire Shares or to
repay all or any portion of such Share Purchase Loan or
any outstanding Share Purchase Loan. Cash dividends with
respect to Shares acquired with the proceeds of a Share
Purchase Loan that are not allocated to Participants'
stock accounts, and earnings thereon, shall, at the
direction of the Plan Administrator, be used to make
payments on such Share Purchase Loan. Such cash dividends,
and earnings thereon, that are not applied to make
payments on Share Purchase Loans in accordance with the
foregoing provisions of this section shall be invested in
the Company Stock Fund.
18.11 ALLOCATION OF SHARES RELEASED FROM SUSPENSE ACCOUNT
------------------------------------------------------------
Participants' accounts shall be adjusted for dividends
paid on Company Stock, as follows:
(a) Dividends Used to Repay Share Purchase Loans and
Attributable to Allocated Shares - As of the last
day of the Plan Year, Shares released from the
Loan Suspense Account that year by reason of
dividends paid with respect to Shares allocated
to Participants' stock accounts, if any, shall be
allocated among and credited to the accounts of
Participants, pro rata, according to the number
of Shares held in such accounts on the date the
dividends are paid. The Shares so allocated shall
have a fair market value as of the date allocated
equal to such dividends (the "Dividend
Replacement Value"), and if the shares initially
allocated in accordance with the immediately
preceding sentence do not have a fair market
value at least equal to the Dividend Replacement
Value, then additional Shares shall be allocated
to Participants' stock accounts until the fair
market value of the total number of shares
allocated under this subsection (a) equals the
Dividend Replacement Value. Shares released from
the Loan Suspense Account during the Plan Year by
reason of the use of dividends on unallocated
Shares to make payments of principal and interest
on a Share Purchase Loan shall be used first for
this purpose and, to the extent that additional
Shares are required, Shares contributed by the
employer or acquired with employer contributions
(other than employer contributions used to make
payments of principal and interest on Share
Purchase Loans) during such Plan Year shall be
applied for such purpose. Dividends paid with
respect to Shares allocated to Participants'
accounts that are used to repay a Share Purchase
Loan shall be charged to the accounts pro rata,
according to the number of Shares held in the
accounts of such Participants on the date the
dividends are paid.
(b) Dividends Used to Repay Share Purchase Loans and
Attributable to Unallocated Shares - Shares
released from the Loan Suspense Account during
the Plan Year by reason of the use of dividends
on unallocated Shares to make payments of
principal and interest on a Share Purchase Loan
(reduced by any such Shares required to be
allocated under subsection (a) above) shall be
allocated to the accounts in proportion to the
subaccounts attributable to dividends on
unallocated shares, employer contributions and
earnings thereon; and such subaccounts shall be
debited in the same proportion.
(c) Other Amounts Used to Repay Share Purchase Loans
- Shares released from the Loan Suspense Account
during the Plan Year by reason of the use of
contributions and earnings thereon to make
payments of principal and interest on a Share
Purchase Loan (reduced by any such shares
required to be allocated under subsection (a)
above) shall be allocated to the Participants'
accounts in proportion to the subaccounts
attributable to dividends on unallocated shares,
employer contributions and earnings thereon; and
such subaccounts shall be debited in the same
proportion. For this purpose, Shares released
from the Loan Suspense Account after the end of a
Plan Year on account of payments on a Share
Purchase Loan with contributions for such Plan
Year, but that were made after the end of such
Plan Year, shall be deemed to have been released
on the last day of such Plan Year.
18.12 SEPARATE ACCOUNTING FOR MULTIPLE LOANS
-----------------------------------------------
The Administrator shall establish recordkeeping procedures
and maintain such Participant subaccounts or other records
as are necessary to determine which Shares were acquired
with the proceeds of each Share Purchase Loan or were
acquired other than with the proceeds of a Share Purchase
Loan for purposes of complying with the terms of the
Plan, including its terms relating to the use of dividends
on Shares, the release of Shares from the Loan Suspense
Account and the distribution of Shares acquired with the
proceeds of a Share Purchase Loan."
J. MOTEN, JR.
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Title: Senior Vice President -
Operations and Marketing
D. H. YAEGER
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Title: Chairman, President and
Chief Executive Officer