2002 Restricted Stock Plan For Non-employee Directors

Exhibit 10.12d


2002 RESTRICTED STOCK PLAN
FOR NON-EMPLOYEE DIRECTORS
As Amended and Restated November 1, 2002


ARTICLE I. GENERAL PROVISIONS. - -----------------------------


SECTION 1. PURPOSES. The 2002 Restricted Stock Plan for
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Non-Employee Directors (the "Plan") is designed to retain and
attract Non-Employee Directors and to solidify the common interest
of Directors and shareholders in enhancing the value of the
Company's Shares.


SECTION 2. DEFINITIONS. Except where the context otherwise
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indicates, the following definitions apply:


"ANNUAL MEETING" means the Annual Meeting of Shareholders of The
Laclede Group, Inc.


"BOARD" means the Board of Directors of the Company.


"COMPANY" means The Laclede Group, Inc., a Missouri corporation,
and any successor that assumes the Plan.


"CURRENT VESTED NON-EMPLOYEE DIRECTOR" means a Non-Employee
Director who, as of November 1, 2002, is vested under the
Retirement Plan for Non-Employee Directors.


"CURRENT NON-VESTED NON-EMPLOYEE DIRECTOR" means a Non-Employee
Director who, as of November 1, 2002, is not vested under the
Retirement Plan for Non-Employee Directors.


"DIRECTOR" means a member of the Board.


"EMPLOYEE DIRECTOR" means a member of the Board who is employed by,
or was formerly employed by, the Company or any of its
subsidiaries.


"FAIR MARKET VALUE" means the average of the highest and lowest
sales prices of the Company's shares on the effective date of a
Grant (or, if Shares were not traded on such day, the next
preceding day on which Shares were traded) as reported in The Wall
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Street Journal under the heading "New York Stock Exchange Composite
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Transactions" or any similar or successor heading.


"GRANT" means the instruction to the Trustee by the Company
pursuant to Article III, Section 4 for the purchase of Shares for
the account of a Participant under the Plan.


"GRANTED TO" means the act by which the Company instructs the
Trustee to purchase the Shares for the account of a Non-Employee
Director pursuant to this Plan.


"NEW NON-EMPLOYEE DIRECTOR" means a Non-Employee Director, other
than a Current Vested Non-Employee Director, elected at or after
the Annual Meeting in January 2003 or any adjournment thereof to a
term as Non-Employee Director.


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"NON-EMPLOYEE DIRECTOR" means a member of the Board who is not and
never has been employed by the Company or any of its subsidiaries.


"PARTICIPANT" means a Non-Employee Director.


"SHARES" means shares of common stock of the Company and any
related securities including, without limitation, related preferred
stock purchase rights.


"TRUSTEE" means UMB Bank, National Association.


SECTION 3. SHARES AVAILABLE FOR GRANTS. There shall be 50,000
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Shares available for Grants under this Plan and the Shares shall be
purchased on the open market by the Trustee and held in trust by
the Trustee for the account of each of the Participants in the Plan
until vested. All Shares to be held in trust under this Plan shall
be held by the Trustee pursuant to a trust agreement between the
Company and the Trustee, as amended from time to time.


ARTICLE II. GRANTS OF SHARES. - ----------------------------


SECTION 1. NEW NON-EMPLOYEE DIRECTORS AND CURRENT NON-VESTED
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NON-EMPLOYEE DIRECTOR. Effective on the date that he or she
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commences to serve as a New Non-Employee Director, a Grant of 800
Shares shall be made for the account of such New Non-Employee
Director.


SECTION 2. ADDITIONAL GRANTS. Effective on the date of each Annual
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Meeting following the initial Grant of Shares to a Non-Employee
Director pursuant to this Article II, an additional Grant of (a)
200 Shares shall be made in the name of each Current Vested
Non-Employee Director continuing to serve as a Non-Employee
Director; and (b) 350 Shares shall be made in the name of each New
Non-Employee Director and the Current Non-Vested Non-Employee
Director continuing to serve as a Non-Employee Director; in each
case for service rendered during the year preceding each such
Annual Meeting.


ARTICLE III. TERMS AND CONDITIONS OF GRANTS OF SHARES. - -----------------------------------------------------


SECTION 1. DIVIDEND AND VOTING RIGHTS. As soon as practicable after
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the Trustee's receipt thereof, the Trustee shall pay to each
Participant in the Plan the applicable cash dividends declared and
paid on the Shares held by the Trustee for the account of such
Participant in the Plan. In addition, each Participant shall be
entitled to vote the Shares held by the Trustee for the account of
that Participant in the Plan.


Notwithstanding any provision of this Plan, neither this Plan nor
any Grant of Shares hereunder shall impose on the Company any
obligation to declare and pay dividends on the Shares.


SECTION 2. VESTING OF SHARES. Shares will vest (or be forfeited)
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depending upon the Participant's age entering the Plan, and the
duration of the Participant's service as a Non-


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Employee Director, as specified in the Share Vesting Schedule
hereinafter set forth, or sooner, to the extent provided in the
final unnumbered paragraph of this Section 2 of Article III and in
Article IV:


AGE ENTERING PLAN SHARE VESTING SCHEDULE
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UNDER 60 No shares vest prior to 65th birthday.
If service ends before 65th birthday,
Participant forfeits all rights to any
Shares.


If service continues after 65th birthday
but ends before 70th birthday, 1/2 of
the previously unvested accumulated
Shares vest at 65th birthday, and at
each succeeding Annual Meeting held on
or after Participant's 65th birthday,
1/2 of each annual Grant of Shares shall
be vested.


If service continues on or after 70th
birthday, all previously accumulated
unvested Shares vest on Participant's
70th birthday. Annually thereafter at
each succeeding Annual Meeting, all of
each annual Grant of Shares shall be
vested for each year of continued
service beyond 70th birthday.


60-64 No Shares vest prior to fifth
anniversary date of entry into the Plan.
If service ends before the Annual
Meeting date immediately following the
Participant's fifth anniversary of entry
into the Plan, the Participant forfeits
all rights to receive any Shares.


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