Exhibit 10.3
Date: July 2, 2003
Douglas H. Yaeger (as Chairman of the Board, President and Chief Executive
Officer of Laclede Gas Company), and Barry C. Cooper (as Chief Financial
Officer of Laclede Gas Company), pursuant to resolutions adopted by the
Board of Directors on August 28, 1986, as amended on March 27, 2003, 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; Senior Vice President; Chief Financial Officer;
Treasurer; or Corporate Secretary of The Laclede Group, Inc. or Laclede Gas
Company 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 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.
AMENDMENTS TO THE LACLEDE GAS COMPANY
SALARY DEFERRAL SAVINGS PLAN
1. Effective October 1, 2002, Section 2.33, Year of Service, is hereby
amended in its entirety to read as follows:
"A twelve (12) consecutive month Service Period, commencing on the
Employee's employment commencement date and the anniversary dates
thereof, consisting of at least one thousand (1,000) Hours of
Service, with the Company, or a Related Company as hereinafter
defined. All Years of Service, whenever achieved, shall be counted
for purposes of determining eligibility to become a Participant.
For purposes of this section, "Related Company" means any
corporation or other business entity that from time to time is,
along with the Company, a member of a controlled group of
businesses, as defined in Code Sections 414(b) and (c), or a member
of an affiliated service group, as defined in Code Section 414(m).
A business entity is a Related Company only while a member of such
group."
2. Effective October 1, 2001, Section 2.8 is hereby amended in its
entirety to read as follows:
"The amounts paid a Participant for the period in which he is
eligible to participate during a Company Year (including salary
reduction amounts pursuant to Article IV hereof and Code Section
125 or Code Section 132(f)(4)), by the Company for services
rendered as an Employee, as would (but for the subtraction of
salary reduction amounts pursuant to Article IV hereof, Code
Section 125 or Code Section 132(f)(4)) be reported for federal
income tax purposes on U. S. Treasury Department Form W-2, except
that pension payments and other deferred compensation, income
attributable to the award or exercise of stock options, the
premature disposition of stock option stock, or the award or
vesting of restricted stock, and any other amount which does not
constitute "compensation" within the meaning of Code Section 415
shall not constitute Compensation. Beginning October 1, 1994,
Compensation is limited to $150,000 per Plan Year, which amount is
subject to annual adjustment by the U.S. Treasury Department in
accordance with Code Section 401(a)(17). For purposes of applying
the annual compensation limit described in the immediately
preceding sentence, the family unit of an Employee, who is either:
(a) a five percent (5%) owner or (b) both a highly compensated
Employee and one of the ten most highly compensated Employees
during the Plan Year will be treated as a single Employee. For this
purpose a family unit consists of: the Employee who is a five
percent (5%) owner or is both a highly compensated Employee and one
of the ten most highly compensated Employees; such Employee's
Employee spouse; and such Employee's Employee lineal descendants
who have not attained age nineteen (19) before the close of the
year. The provisions set forth in the immediately preceding two
sentences shall expire on September 30, 1997."
3. Effective October 1, 2002, a new Section 2.39 is hereby added to read
as follows:
"2.39 "HOUR OF SERVICE"
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(a) Each hour for which an employee is paid, or
entitled to payment, for the performance of
duties by the Company or Related Company during
the applicable computation period.
(b) Each hour for which an Employee is paid, or
entitled to payment, by the Company or Related
Company on account of a period of time during
which no duties are performed (irrespective of
whether the employment relationship was
terminated) due to vacation, holiday, illness,
incapacity (including disability and a period
during which an Employee received worker's
compensation), layoff, jury duty, military duty
(as provided in Section 2.39(d)) or leave of
absence approved in writing by the Company or
Related Company. Notwithstanding the preceding
sentence,
(i) An hour for which an Employee is
directly or indirectly paid, or entitled
to payment, on account of a period
during which no duties are performed is
not required to be credited to the
Employee if such payment is made or due
under a plan maintained solely for the
purpose of complying with applicable
unemployment compensation or disability
insurance laws,
(ii) Hours of Service are not required to be
credited for a payment which solely
reimburses an Employee for medical or
medically related expenses incurred by
the Employee, and
(iii) Hours of Service are not required to be
credited for any payment under this
Plan.
For purposes of this Section 2.39(b), a payment
shall be deemed to be made by or due from the
Company or Related Company regardless of whether
such payment is made by or due from the Company
or Related Company directly, or indirectly
through, among others, a trust fund, or insurer,
to which the Company or Related Company
contributes or pays premiums and regardless of
whether contributions made or due to the trust
fund, insurer or other entity are for the benefit
of particular employees or are on behalf of a
group of employees in the aggregate.
(c) Each hour for which back pay, irrespective of
mitigation of damages, is either awarded or
agreed to by the Company or Related Company. The
same Hours of Service shall not be credited both
under Section 2.39(a) or (b), as the case may be,
and under this Section 2.39(c). Crediting of
Hours of Service for back pay awarded or agreed
to with respect to periods described in Section
2.39(b) shall be subject to the limitations set
forth in that section.
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(d) Each hour during a period of military service of
an Employee who left the employ of the Company or
Related Company to enter the Armed Forces of the
United States of America and who returned to the
employ of the Company or Related Company after
discharge or release from such active military
service within three (3) months thereafter, or
the time otherwise prescribed by law. For each
normal working day of absence under this
paragraph an Employee shall be credited with
eight (8) hours.
(e) For a non-hourly Employee, Hours of Service shall
be determined by any alternative means,
consistently applied, authorized by regulations
issued under the Employee Retirement Income
Security Act.
(f) The rules for crediting hours of service set
forth in paragraphs (b) and (c) of Section
2530.200b-2 of Department of Labor Regulations
are hereby incorporated by reference."
4. Effective October 1, 2001, the first paragraph of Section 4.4 is
hereby amended in its entirety to read as follows:
"Notwithstanding any other provision of this Section, beginning
October 1, 2001 the Plan is intended to meet the design-based safe
harbors under Code Sections 401(k)(12) and 401(m)(11). For each Plan
Year in which the Plan meets the enhanced matching formula, the
tests specified in this Section 4.4 and in Section 5.1 need not be
calculated. At least thirty (30) days but not more than ninety (90)
days prior to each Plan Year, Employees will receive the required
notification that the Plan will utilize the design-based safe
harbors. If the Plan will not utilize the above design-based safe
harbors, then Employees will be notified as such prior to the
beginning of the applicable Plan Year."
5. Effective October 1, 2001, the first paragraph of Section 5.1(b)
is hereby amended in its entirety to read as follows:
"Notwithstanding any other provision of this Section, beginning
October 1, 2001 the Plan is intended to meet the design-based safe
harbors under Code Sections 401(k)(12) and 401(m)(11). For each Plan
Year in which the Plan meets the enhanced matching formula, the
tests specified in this Section 4.4 and in Section 5.1 need not be
calculated. At least thirty (30) days but not more than ninety (90)
days prior to each Plan Year, Employees will receive the required
notification that the Plan will utilize the design-based safe
harbors. If the Plan will not utilize the above design-based safe
harbors, then Employees will be notified as such prior to the
beginning of the applicable Plan Year. Design-based safe harbor
matching contributions may not be used to satisfy the safe harbor
contribution requirement of more than one plan."
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6. Effective October 1, 2002, the second paragraph of Section 4.4 is
hereby amended in its entirety to read as follows:
"Inasmuch as applicable federal law and regulations establish
certain limitations on salary deferral amounts for certain
Employees and require aggregation of plans in accordance with Code
Sections401(a)(4) and 410(b), each salary deferral election shall
be subject to automatic adjustment in accordance with the following
rules, which are intended to assure compliance with applicable
law:"
7. Effective October 1, 2002, the second paragraph of Section 5.1(b)
is hereby amended in its entirety to read as follows:
"Inasmuch as applicable federal law and regulations establish
certain limitations on Company Matching Contributions for certain
Employees and require aggregation of plans in accordance with Code
Sections401(a)(4) and 410(b), each Matching Contribution shall be
subject to automatic adjustment in accordance with the following
rules, which are intended to assure compliance with applicable
law:"
8. Effective October 1, 2002, the paragraph immediately following
Section 5.1(b)(ii)(B) is hereby amended in its entirety to read as
follows:
"The higher amount of Sections 5.1(b)(ii)(A) and (b)(ii)(B) above
is hereinafter in this Section 5.1 called the "Base Percentage." If
the actual matching percentage for the Highly Compensated Employee
group exceeds the Base Percentage, the deferrals of Highly
Compensated Employees in excess of the amount permitted are hereby
referred to as "Excess Matching Contributions." The aggregate
dollar amount of such Excess Matching Contributions shall be
determined by reducing the Company Matching Contributions of Highly
Compensated Participants beginning with the Highly Compensated
Participant with the highest ACR in accordance with Treas. Reg.
Section 1.401(m)-1(e)(2). The Company Matching Contribution of each
of those Participants in the Highly Compensated Employee group
whose actual matching percentage shall be greater than the Base
Percentage shall be reduced as necessary to eliminate the Excess.
The aggregate amount so determined shall be forfeited beginning
with the highest dollar amount of Matching Contributions and
reducing as necessary to forfeit the aggregate amount. Any such
Excess Matching Contributions shall be treated as a forfeiture and
offset the Company Matching Contributions, including any applicable
income earned on such matching contributions during the Plan Year,
determined in accordance with a method that satisfies Treas. Reg.
Section 1.401(m)-1(e)(3). Any such Excess Matching Contributions
shall be corrected within twelve (12) months after the close of the
Plan Year as required by Treasury Regulation Section
1.401(m)-1(e)(5)."
9. Effective March 1, 2003, Section 18.6 is hereby amended in its
entirety to read as follows:
"18.6 VALUATION
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The fair market value of Shares and all other Plan assets
shall be determined as of each valuation date. In the case
of a transaction between the Plan and a disqualified
person, as defined in Code Section 4975 and the
regulations promulgated thereunder, valuation shall be
made as of the date of the transaction. If the Shares are
not readily tradable on an
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established securities market, the fair market value shall
be determined by an independent appraiser within the meaning
of Code Section 401(a)(28)(C)."
10. Effective March 1, 2003, the last paragraph of Section 7.3(b) is
hereby amended in its entirety to read as follows:
"Code Section 415 is hereby incorporated by reference. Said
reference in the preceding sentence shall additionally incorporate
the employee stock ownership plan rules of Code Section 415(c)(6).
The Limitation Year shall be the Plan Year."
11. Effective March 1, 2003, a new paragraph (c) is added to Section 6.12
to read as follows:
"(c) If, at some future time, Shares of the Laclede Group, Inc.
held in the Company Stock Fund shall not constitute a
registration-type class of securities, as defined in Code
Section 409(e), Participants shall be entitled to vote all
Shares attributable to their Accounts in accordance with
the provisions of such subsection and the regulations
promulgated thereunder."
12. Effective March 1, 2003, Section 18.2 is hereby amended in its
entirety to read as follows:
"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; provided that, a Participant
must be given a reasonable opportunity before a dividend
is paid or distributed in which to make the election, and
a Participant must have a reasonable opportunity to change
a dividend election at least annually. 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."
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DOUGLAS H. YAEGER
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Title: Chairman, President and
Chief Executive Officer
BARRY C. COOPER
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Title: Chief Financial Officer
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