LACLEDE GAS CO (Form: 8-K, Received: 08/13/2013 11:16:18)

Commission
File No.

Exact Name of Registrant as Specified in its Charter and

Principal Office Address and Telephone Number

State of
Incorporation

I.R.S. Employer
Identification Number

1-16681

The Laclede Group, Inc.

720 Olive Street

St. Louis, MO 63101

314-342-0500

Missouri

74-2976504

1-1822

Laclede Gas Company

720 Olive Street

St. Louis, MO 63101

314-342-0500

Missouri

43-0368139

United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 13, 2013

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 13e-4(c))

Item 8.01 Other Events.

On August 13, 2013, Laclede Gas Company (“Laclede Gas”), a wholly owned subsidiary of The Laclede Group, Inc. (“Laclede Group”), issued $100 million in aggregate principal amount of its 2.000% Series First Mortgage Bonds due 2018, $250 million in aggregate principal amount of its 3.400% Series First Mortgage Bonds due 2023 and $100 million in aggregate principal amount of its 4.625% Series First Mortgage Bonds due 2043 (collectively, the “Bonds”) pursuant to an Underwriting Agreement (the “Underwriting Agreement”) between Laclede Gas and the several underwriters named therein for whom Wells Fargo Securities, LLC acted as representative.

The Bonds are being issued pursuant to Laclede Gas’ registration statement on Form S-3 (Registration No. 333-190388-01) (the “Registration Statement”), which became effective upon filing with the Securities and Exchange Commission, and the related prospectus dated August 6, 2013 and prospectus supplement dated August 6, 2013. The Bonds will be governed by the Mortgage and Deed of Trust, dated as of February 1, 1945, between Laclede Gas and UMB Bank & Trust, n.a., as successor trustee, as amended and supplemented by all supplemental indentures thereto, the latest of which is the Thirty-Second Supplemental Indenture relating to the Bonds, dated as of August 13, 2013.

Laclede Gas intends to use the net proceeds from the offering of the Bonds, together with short-term debt and cash on hand (including cash received from the sale of its stock to Laclede Group, representing the proceeds of Laclede Group’s recently completed equity offering), to fund the consideration for the acquisition from Southern Union Company of substantially all of the assets and liabilities of Missouri Gas Energy (“MGE”) and for general corporate purposes. With the closing of the offering of the Bonds, Laclede Group and Laclede Gas have raised sufficient funds to close the acquisition of MGE.

This Current Report on Form 8-K is being filed to report as exhibits certain documents in connection with the offering and sale of the Bonds for incorporation by reference into the Registration Statement.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits.

The following exhibits are filed as part of this report:


1.1		Underwriting Agreement, dated August 6, 2013, between Laclede Gas and the several underwriters named therein for whom Wells Fargo Securities, LLC acted as representative.

4.1		Thirty-Second Supplemental Indenture dated as of August 13, 2013.

5.1		Opinion of Mark C. Darrell, Esq.

23.1		Consent of Mark C. Darrell, Esq. (included in Exhibit 5.1 hereto).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	THE LACLEDE GROUP, INC.

Date: August 13, 2013	By:	/s/ S. P. Rasche
		S. P. Rasche
		Senior Vice President, Finance and Accounting

	LACLEDE GAS COMPANY

Date: August 13, 2013	By:	/s/ S. P. Rasche
		S. P. Rasche
		Chief Financial Officer

Exhibit Index


Exhibit Number		Description

1.1		Underwriting Agreement, dated August 6, 2013, between Laclede Gas and the several underwriters named therein for whom Wells Fargo Securities, LLC acted as representative.

4.1		Thirty-Second Supplemental Indenture dated as of August 13, 2013.

5.1		Opinion of Mark C. Darrell, Esq.

23.1		Consent of Mark C. Darrell, Esq. (included in Exhibit 5.1 hereto).

Exhibit 1.1

Executed Copy

Laclede Gas Company

$100,000,000 2.000% Series First Mortgage Bonds due 2018

$250,000,000 3.400% Series First Mortgage Bonds due 2023

$100,000,000 4.625% Series First Mortgage Bonds due 2043

UNDERWRITING AGREEMENT

Dated: August 6, 2013

TABLE OF CONTENTS


	Page

SECTION 1. Representations and Warranties		2

SECTION 2. Sale and Delivery to Underwriters; Closing		15

SECTION 3. Covenants of the Company		16

SECTION 4. Payment of Expenses		20

SECTION 5. Conditions of Underwriters’ Obligations		21

SECTION 6. Indemnification		23

SECTION 7. Contribution		26

SECTION 8. Representations, Warranties and Agreements to Survive Delivery		27

SECTION 9. Termination of Agreement		27

SECTION 10. Default by One or More of the Underwriters		28

SECTION 11. Notices		28

SECTION 12. Parties		29

SECTION 13. GOVERNING LAW AND TIME		29

SECTION 14. Effect of Headings		29

SECTION 15. Definitions		29

SECTION 16. Permitted Free Writing Prospectuses		32

SECTION 17. Absence of Fiduciary Relationship		33

SECTION 18. Research Analyst Independence		33

SECTION 19. Trial By Jury		34

EXHIBITS

Exhibit A – Underwriters

Exhibit B – Form of Pricing Term Sheet

Exhibit C – Issuer General Use Free Writing Prospectuses

Exhibit D – Form of Opinion of Akin Gump Strauss Hauer & Feld LLP

Exhibit E – Form of Opinion of Mark C. Darrell, Esq.

Laclede Gas Company

$100,000,000 2.000% Series First Mortgage Bonds due 2018

$250,000,000 3.400% Series First Mortgage Bonds due 2023

$100,000,000 4.625% Series First Mortgage Bonds due 2043

UNDERWRITING AGREEMENT

August 6, 2013

Wells Fargo Securities, LLC

550 South Tryon Street, 5th Floor

Charlotte, North Carolina 28202

As Representative of the several Underwriters

Ladies and Gentlemen:

Laclede Gas Company, a Missouri corporation (the “ Company ”), confirms its agreement with Wells Fargo Securities, LLC (“ Wells Fargo ”) and each of the other Underwriters named in Exhibit A hereto (collectively, the “ Underwriters ,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Wells Fargo is acting as representative (in such capacity, the “ Representative ”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Exhibit A hereto of $450,000,000 aggregate principal amount of the Company’s (a) 2.000% Series First Mortgage Bonds due 2018 (the “ Bonds due 2018 ”), (b) 3.400% Series First Mortgage Bonds due 2023 (the “ Bonds due 2023 ”) and (c) 4.625% Series First Mortgage Bonds due 2043 ((the “ Bonds due 2043 ” and, together with the Bonds due 2018 and the Bonds due 2023, the “ Securities ”). The Securities are to be issued pursuant to the Company’s Mortgage and Deed of Trust dated as of February 1, 1945, as amended and supplemented and as it will be further amended and supplemented by the Thirty-Second Supplemental Indenture relating to the Securities to be dated as of August 13, 2013 (such further supplemental indenture, the “ Supplemental Indenture ”) with UMB Bank & Trust, n.a. (who is now acting, under the terms of such Mortgage and Deed of Trust, in place of Mississippi Valley Trust Company), as trustee (the “ Trustee ”). Such Mortgage and Deed of Trust, as so amended and supplemented, including by the Supplemental Indenture, is hereinafter referred to as the “ Mortgage .” Certain terms used in this Underwriting Agreement (this “ Agreement ”) are defined in Section 15 hereof.

The Company understands that the Underwriters propose to make a public offering of the Securities as soon as the Representative deems advisable after this Agreement has been executed and delivered.

The Company has prepared and previously delivered to you a preliminary prospectus supplement dated August 6, 2013 relating to the Securities and a related prospectus dated August 6, 2013 (the “ Base Prospectus ”). Such preliminary prospectus supplement and Base Prospectus,

including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, are hereinafter called, collectively, the “ Pre-Pricing Prospectus .” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a prospectus supplement dated August 6, 2013 (the “ Prospectus Supplement ”) and will file the Prospectus Supplement and the Base Prospectus with the Commission, all in accordance with the provisions of Rule 430B and Rule 424(b), and the Company has previously advised you of all information (financial and other) that will be set forth therein. The Prospectus Supplement and the Base Prospectus, in the form first furnished to the Underwriters for use in connection with the offering of the Securities (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise), including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, are herein called, collectively, the “ Prospectus .”

SECTION 1. Representations and Warranties .

(a) Representations and Warranties by the Company . The Company represents and warrants to each Underwriter as of the date hereof, as of the Applicable Time and as of the Closing Date (as defined in Section 2(b) hereof) and agrees with each Underwriter, as follows:

(1) Status as a Well-Known Seasoned Issuer . (A) At the respective times the Registration Statement or any amendments thereto were filed with the Commission, (B) at the time of the most recent amendment to the Registration Statement for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at any time the Company or any person acting on its behalf (within the meaning, for this clause only, of paragraph (c) of Rule 163) made any offer relating to the Securities in reliance on the exemption of Rule 163 and (D) at the date hereof, the Company was and is a “well-known seasoned issuer” as defined in Rule 405, including not having been and not being an “ineligible issuer” as defined in Rule 405 (without taking into account any determination made by the Commission pursuant to paragraph (2) of the definition of such term in Rule 405). The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 and the Securities, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on such “automatic shelf registration statement.” The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) objecting to the use of the automatic shelf registration statement form. Any written communication that was an offer relating to the Securities made by the Company or any person acting on its behalf (within the meaning, for this sentence only, of paragraph (c) of Rule 163) prior to the filing of the Registration Statement has been filed with the Commission in accordance with Rule 163 and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the 1933 Act provided by Rule 163.

(2) Compliance with Registration Requirements . The Company meets the requirements for use of Form S-3 under the 1933 Act and the Securities have been duly registered under the 1933 Act pursuant to the Registration Statement. The Registration

Statement and any post-effective amendment thereto has become effective under the 1933 Act, no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act, no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. The Registration Statement was initially filed with the Commission on August 6, 2013.

(3) Registration Statement, Prospectus and Disclosure at Time of Sale . At the respective times that the Registration Statement and any amendments thereto became effective, at each time subsequent to the filing of the Registration Statement that the Company filed an Annual Report on Form 10-K (or any amendment thereto) with the Commission, at each deemed effective date with respect to the Underwriters pursuant to paragraph (f)(2) of Rule 430B, and at the Closing Date, the Registration Statement and any amendments to any of the foregoing complied and will comply in all material respects with the requirements of the 1933 Act, the 1933 Act Regulations and the 1939 Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

At the respective times the Prospectus or any amendment or supplement thereto was filed pursuant to Rule 424(b) or issued, at the Closing Date, and at any time when a prospectus is required (or, but for the provisions of Rule 172, would be required) by applicable law to be delivered in connection with sales of Securities (whether to meet the requests of purchasers pursuant to Rule 173(d) or otherwise), neither the Prospectus nor any amendment or supplement thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

As of the Applicable Time (except in the case of clause (z) below) and as of each time prior to the Closing Date that an investor agrees (orally or in writing) to purchase or, if applicable, reconfirms (orally or in writing) an agreement to purchase any Securities from the Underwriters, neither (x) the Pricing Term Sheet (as defined in Section 3(l) below), any other Issuer General Use Free Writing Prospectuses, if any, issued at or prior to the Applicable Time and the Pre-Pricing Prospectus as of the Applicable Time, all considered together (collectively, the “ General Disclosure Package ”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, nor (z) any Issuer General Use Free Writing Prospectuses issued subsequent to the Applicable Time, when considered together with the General Disclosure Package, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Each preliminary prospectus and the Prospectus and any amendments or supplements to any of the foregoing filed as part of the Registration Statement or any

amendment thereto, or filed pursuant to Rule 424(b) under the 1933 Act, or delivered to the Underwriters for use in connection with the offering of the Securities, complied when so filed or when so delivered, as the case may be, in all material respects with the 1933 Act and the 1933 Act Regulations.

The representations and warranties in the preceding paragraphs of this Section 1(a)(3) do not apply to statements in or omissions from the Registration Statement, any preliminary prospectus, the Prospectus, the General Disclosure Package or any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information described as such in Section 6(b) hereof.

At the respective times that the Registration Statement or any amendment to any of the foregoing were filed and as of the earliest time after the filing of the Registration Statement that the Company or any other offering participant made a bona fide offer of the Securities within the meaning of paragraph (h)(2) of Rule 164; and without limitation to the foregoing, the Company has at all relevant times met, meets and will at all relevant times meet the requirements of Rule 164 for the use of a free writing prospectus (as defined in Rule 405) in connection with the offering contemplated hereby.

The copies of the Registration Statement and any amendments to any of the foregoing and the copies of each preliminary prospectus, each Issuer Free Writing Prospectus that is required to be filed with the Commission pursuant to Rule 433 and the Prospectus and any amendments or supplements to any of the foregoing, that have been or subsequently are delivered to the Underwriters in connection with the offering of the Securities (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise) were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T of the Commission. For purposes of this Agreement, references to the “delivery” or “furnishing” of any of the foregoing documents to the Underwriters, and any similar terms, include, without limitation, electronic delivery.

Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offering and sale of the Securities did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, any preliminary prospectus or the Prospectus that has not been superseded or modified.

(4) Incorporated Documents . The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any preliminary prospectus and the Prospectus, at the respective times they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the 1934 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

(5) Independent Accountants . Deloitte & Touche LLP are independent public accountants as required by the 1933 Act, the 1933 Act Regulations, the 1934 Act, the 1934 Act Regulations and the PCAOB. Grant Thornton LLP are independent certified public accountants with respect to the Company under Rule 101 of the American Institute of Certified Public Accountants Code of Professional Conduct and its interpretations and rulings.

(6) Financial Statements . The financial statements of the Company included in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules (if any) and notes, present fairly the financial position of the Company at the dates indicated and the results of operations, changes in stockholders’ equity and cash flows of the Company for the periods specified; to the best knowledge of the Company, the financial statements of the gas distribution operations of Missouri Gas Energy, a division of Southern Union Company, as a stand-alone business (“ MGE ”), included in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules (if any) and notes, present fairly the financial position of MGE at the dates indicated and the results of operations, changes in parent’s equity and cash flows of MGE for the periods specified; and all such financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved and comply with all applicable accounting requirements under the 1933 Act and the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations, as applicable. The supporting schedule included in the Registration Statement presents fairly, in accordance with GAAP, the information required to be stated therein. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Summary Historical and Pro Forma Financial Information—Our Summary Historical Financial Information” presents fairly the information shown therein and has been compiled on a basis consistent with that of the financial statements of the Company included in the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma financial statements and the related notes thereto included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; and the information appearing in the Pre-Pricing Prospectus and the Prospectus under the caption “Summary Historical and Pro Forma Financial Information—Summary Unaudited Pro Forma Financial Information” presents fairly the information shown therein and has been compiled on a basis consistent with that of the pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. No other pro forma financial statements, and no financial statements of any entity or business other than the Company and MGE, are required to be included in the Registration Statement, the General Disclosure Package or the Prospectus. The Company’s ratios of earnings to fixed charges included in the Registration Statement, the General Disclosure Package and

the Prospectus comply with Item 503(d) of Regulation S-K of the Commission. All “non-GAAP financial measures” (as such term is defined in the rules and regulations of the Commission), if any, contained in the Registration Statement, the General Disclosure Package and the Prospectus comply with Item 10(e) of Regulation S-K of the Commission, to the extent applicable.

(7) No Material Adverse Change in Business . Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), (A) there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, in the condition (financial or other), results of operations, business, properties, management or business prospects of the Company, whether or not arising in the ordinary course of business, nor any material adverse change, or any development that could reasonably be expected to result in a material adverse change, in the condition (financial or other), results of operations, business, properties. management or business prospects of MGE such that the Company has the right to terminate its obligations to acquire MGE under the applicable acquisition agreement or to decline to consummate the acquisition of MGE as a result of such material adverse change (any such change or development described in this clause (A), a “ Material Adverse Effect ”); (B) except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), neither the Company nor, to the Company’s knowledge, MGE with respect to itself, has incurred any liability or obligation or entered into any transaction or agreement that, individually or in the aggregate, is material, and neither the Company nor, to the Company’s knowledge, MGE has sustained any loss or interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any labor dispute or disturbance or court or governmental action, order or decree that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; and (C) except for regular quarterly cash dividends on the Common Stock in amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

(8) Good Standing of the Company . The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Missouri and has power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Effect.

(9) Subsidiaries . The Company has no subsidiaries.

(10) Capitalization . The capitalization of the Company as of June 30, 2013 is as set forth in the column entitled “Actual” and in the corresponding line items under the caption “Capitalization” in the Pre-Pricing Prospectus and the Prospectus and, at the time of the purchase of the Securities by the Underwriters on the Closing Date, the capitalization of the Company will be as set forth in the column entitled “As Adjusted” and in the corresponding line items under such caption, in each case except for issuances, if any, subsequent to June 30, 2013 pursuant to employee or director stock option, stock purchase or other equity incentive plans or any dividend reinvestment plan described in the Pre-Pricing Prospectus and the Prospectus, upon the exercise of options issued pursuant to any such stock option, stock purchase or other equity incentive plans as so described, or upon the exercise of options described in the General Disclosure Package and the Prospectus). The shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of the Company or any other person or entity.

(11) Due Authorization . The Company has full right, power and authority to execute, deliver and perform its obligations under the Transaction Documents.

(12) Authorization of Agreement . This Agreement has been duly authorized, executed and delivered by the Company.

(13) The Mortgage . The Mortgage has been duly authorized by the Company and, on the Closing Date, will have been duly executed and delivered by the Company and, when executed and delivered by the Trustee, will constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by certain laws and judicial decisions of the United States of America and the State of Missouri (where the property covered thereby is located) affecting the remedies for the enforcement of the security provided for therein, which laws do not make inadequate the remedies necessary for the realization of the benefits of such security, and by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally or by general principles of equity; and the Mortgage has been duly qualified under the 1939 Act and the Trustee has filed a Form T-1 as an exhibit to the Registration Statement.

(14) The Securities. The Securities have been duly authorized and, at the Closing Date, will have been duly executed by the Company and, when duly authenticated by the Trustee and delivered against payment of the purchase price therefor as provided in this Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally or by general principles of equity, and will be in the form contemplated by, and entitled to the benefits of, the Mortgage.

(15) Description of the Securities and the Mortgage . The Securities and the Mortgage conform and will conform in all material respects to the respective statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and are and will be in substantially the respective forms filed or incorporated by reference, as the case may be, as exhibits to the Registration Statement.

(16) Absence of Defaults and Conflicts . The Company is not in violation of its Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any Company Document, except for such defaults that would not, individually or in the aggregate, result in a Material Adverse Effect. The execution and delivery of, and the performance by the Company of its obligations under, the Transaction Documents and the consummation of the transactions contemplated therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Company with its obligations under the Transaction Documents do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default, Termination Event or Repayment Event under, or result in the creation or imposition of any Lien (other than the Lien of the Mortgage) upon any property or assets of the Company pursuant to, any Company Documents, except for such conflicts, breaches, defaults or Liens that would neither, individually or in the aggregate, result in a Material Adverse Effect nor materially and adversely affect the performance by the Company of its obligations under the Transaction Documents, nor will such action result in any violation of (i) the provisions of the Organizational Documents of the Company or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its assets, properties or operations, except, in the case of clause (ii), for such violations that would neither, individually or in the aggregate, result in a Material Adverse Effect nor materially and adversely affect the performance by the Company of its obligations under the Transaction Documents.

(17) Absence of Labor Dispute . No labor dispute with the employees of the Company exists or, to the knowledge of the Company, is imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of the principal suppliers, manufacturers, customers or contractors of the Company that might reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

(18) Absence of Proceedings . There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the Company that is required to be disclosed in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus (other than as disclosed therein), or that might reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or to materially and adversely affect the consummation of the transactions contemplated in the Transaction Documents or the performance by the Company of its

obligations under the Transaction Documents; and the aggregate of all pending legal or governmental proceedings to which the Company is a party or of which any of its property or assets is the subject that are not described in the Registration Statement, the Pre-Pricing Prospectus and the Prospectus, including ordinary routine litigation incidental to the business, would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

(19) Accuracy of Descriptions and Exhibits . The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Material United States Federal Income Tax Considerations” and the information in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2012 under the captions “Business—Regulatory Matters,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Regulated Operations” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Regulatory and Other Matters” (as such information has been modified, supplemented or superseded by information included in the General Disclosure Package, the Prospectus or incorporated by reference therein from reports filed by the Company with the Commission subsequent to the date of filing of such Annual Report on Form 10-K), in each case to the extent that it constitutes matters of law, summaries of legal matters, summaries of provisions of the Company’s charter or bylaws, the Securities, the Mortgage or any other instruments or agreements, summaries of legal proceedings, or legal conclusions, is correct in all material respects; all descriptions in the Registration Statement, the General Disclosure Package and the Prospectus of any other Company Documents are accurate in all material respects; and there are no franchises, contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, leases or other instruments, agreements or documents required to be described or referred to in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus or the documents incorporated or deemed to be incorporated by reference therein or to be filed as exhibits to the Registration Statement or the documents incorporated or deemed to be incorporated by reference therein that have not been so described and filed as required.

(20) Absence of Further Requirements . (A) The Missouri Public Service Commission of the State of Missouri (the “ MPSC ”) has issued one or more orders authorizing the issuance and sale of the Securities, which orders are in full force and effect; and no other filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, (B) no authorization, approval, vote or consent of any holder of capital stock or other securities of the Company or creditor of the Company, (C) no authorization, approval, waiver or consent under any Company Document and (D) no authorization, approval, vote or consent of any other person or entity is necessary or required for the authorization, execution, delivery or performance by the Company of its obligations under the Transaction Documents, for the offering, issuance, sale or delivery of the Securities to be sold by the Company pursuant to this Agreement, or for the consummation of any of the other transactions contemplated by this Agreement, in each case on the terms contemplated by the Registration Statement, the General Disclosure Package and the Prospectus, except (i) such as have been obtained or made, (ii) under the

1933 Act, the 1933 Act Regulations, the 1934 Act, the 1934 Act Regulations and the 1939 Act and (iii) that no representation is made as to such as may be required under state or foreign securities laws.

(21) Possession of Licenses and Permits . The Company possesses such permits, licenses, approvals, consents and other authorizations (collectively, “ Governmental Licenses ”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by it; and, except as would not, individually or in the aggregate, result in a Material Adverse Effect, the Company is in compliance with the terms and conditions of all such Governmental Licenses, all such Governmental Licenses are valid and in full force and effect; and the Company has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses that individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, might reasonably be expected to result in a Material Adverse Effect.

(22) Title to Property . The Company has good and sufficient title to the properties described as owned by it in and as subject to the lien of the Mortgage, subject only to excepted encumbrances as defined in the Mortgage and all other restrictions, exceptions, defects and limitations of title as permitted under the Mortgage to the extent they do not materially impair the Company’s use of its properties in its business (collectively, the “ Exceptions ”); subject to Section 1(a)(23) hereof, the description of such properties set forth in the Mortgage is adequate to constitute the Mortgage a lien thereon and the Mortgage, subject only to the Exceptions, constitutes a valid, direct and first mortgage lien upon such properties, which include substantially all of the permanent physical properties and Franchises (as defined below) (other than those expressly excepted in the Mortgage); all permanent physical properties and Franchises (other than those expressly excepted in or released from the Mortgage) that have been or hereafter may be acquired by the Company after the date of the Supplemental Indenture have become or, upon such acquisition, will become subject to the lien of the Mortgage, subject, however, to the Exceptions and except as limited by bankruptcy law. As used herein, “ Franchises ” mean all franchises of the Company in or relating to real estate or the occupancy of lands to the extent the granting of a lien or mortgage thereon is permitted by applicable law.

(23) Status of Lien . Upon the recordation of the Supplemental Indenture in the office of the Secretary of State of the State of Missouri pursuant to Section 443.451 of the Missouri Revised Statutes, the lien created by the Supplemental Indenture will become effective as to and enforceable against third parties; and all permanent physical properties and Franchises (other than those expressly excepted in or released from the Mortgage) presently owned by the Company are subject to the lien of the Mortgage, subject to the Exceptions.

(24) Investment Company Act . The Company is not, and upon the issuance and sale of the Securities as herein contemplated and the receipt and application of the net proceeds therefrom as described in the General Disclosure Package and the Prospectus under the caption “Use Of Proceeds” will not be, an “investment company” or an entity “controlled” by an “investment company” (as such terms are defined in the 1940 Act).

(25) Environmental Laws . Except as described in the Registration Statement, the General Disclosure Package and the Prospectus and except as would not, individually or in the aggregate, result in a Material Adverse Effect, (A) the Company is not in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products (collectively, “ Hazardous Materials ”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “ Environmental Laws ”), (B) the Company has all permits, authorizations and approvals required under any applicable Environmental Laws and is in compliance with their requirements, (C) there are no pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, Liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Company and (D) there are no events or circumstances that might reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental body or agency, against or affecting the Company relating to Hazardous Materials or any Environmental Laws.

(26) Absence of Registration Rights . There are no persons or entities with registration rights or other similar rights to have any securities (debt or equity) (A) registered pursuant to the Registration Statement or included in the offering contemplated by this Agreement or (B) otherwise registered by the Company under the 1933 Act.

(27) Tax Returns . The Company has filed all federal, state and local tax returns that are required to be filed (or have obtained extensions thereof), except where the failure so to file would not, individually or in the aggregate, result in a Material Adverse Effect, and has paid all taxes (including, without limitation, any estimated taxes) required to be paid and any other assessment, fine or penalty, to the extent that any of the foregoing is due and payable, except for any such tax, assessment, fine or penalty that is currently being contested in good faith by appropriate actions and except for such taxes, assessments, fines or penalties the nonpayment of which would not, individually or in the aggregate, result in a Material Adverse Effect.

(28) Insurance . The Company is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged; all policies of insurance and any fidelity or surety bonds insuring the Company or its business, assets, employees, officers and directors are in full force and effect; the Company is in compliance with the terms of such policies and instruments in all material respects; and the Company has no reason to

believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers at a cost that would not, individually or in the aggregate, result in a Material Adverse Effect.

(29) Accounting and Disclosure Controls . The Company maintains and has established and maintained effective “internal control over financial reporting” (as defined in Rule 13a-15 of the 1934 Act Regulations). The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorizations; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, there has not been, at any time during the Company’s three consecutive fiscal years ended with and including the Company’s most recent fiscal year for which audited financial statements are included in the Registration Statement, the General Disclosure Package and the Prospectus or at any time subsequent thereto, any material weakness (as defined in Rule 1-02 of Regulation S-X of the Commission) in the Company’s internal control over financial reporting (whether or not remediated) and, since the end of the Company’s most recent fiscal year for which audited financial statements are included in the Registration Statement, the General Disclosure Package and the Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has established, maintained and periodically evaluates the effectiveness of “disclosure controls and procedures” (as defined in Rules 13a-15 and 15d-15 of the 1934 Act Regulations); such disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act and the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement are recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

The Company’s independent public accountants and the audit committee of the Company’s board of directors have been advised of all material weaknesses, if any, and significant deficiencies (as defined in Rule 1-02 of Regulation S-X of the Commission), if any, in the Company’s internal control over financial reporting and of all fraud, if any, whether or not material, involving management or other employees who have a role in the Company’s internal control over financial reporting, in each case that occurred or existed, or was first detected, at any time during the Company’s five consecutive fiscal years ended with and including the Company’s most recent fiscal year for which audited financial statements are included in the Registration Statement, the General Disclosure Package and the Prospectus or at any time subsequent thereto.

(30) Compliance with the Sarbanes-Oxley Act . There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply in all material respects with any provision of the Sarbanes-Oxley Act with which any of them is required to comply, including Section 402 thereof related to loans and Sections 302 and 906 thereof related to certifications.

(31) Absence of Manipulation . The Company has not taken and will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Securities.

(32) Statistical and Market-Related Data . Any statistical, demographic, market-related and similar data included in the Registration Statement, the General Disclosure Package or the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate and accurately reflect the materials upon which such data is based or from which it was derived.

(33) Foreign Corrupt Practices Act . Neither the Company nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or other person or entity acting on behalf of the Company is aware of or has taken any action, directly or indirectly, that has resulted or would result in a violation by any such person or entity of the FCPA, including, without limitation, any offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the Company, and, to the knowledge of the Company, its other affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and that are reasonably expected to ensure, continued compliance therewith.

(34) Money Laundering Laws . The operations of the Company are and have been conducted at all times in material compliance with applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, “ Money Laundering Laws ”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(35) OFAC . Neither the Company nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or other person or entity acting on behalf of the Company is currently subject to any U.S. sanctions administered by OFAC; and the Company will not directly or indirectly use any of the proceeds from the sale of the

Securities by the Company in the offering contemplated by this Agreement, or lend, contribute or otherwise make available any such proceeds to any joint venture partner or other person or entity, for the purpose of financing the activities of any person or entity currently subject to any U.S. sanctions administered by OFAC.

(36) ERISA Compliance . None of the following events has occurred or exists that might reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect: (i) a failure to fulfill the obligations, if any, under the minimum funding standards of Section 302 of ERISA with respect to a Plan (as defined below) determined without regard to any waiver of such obligations or extension of any amortization period; (ii) an audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other federal, state or foreign governmental or regulatory agency with respect to the employment or compensation of employees by the Company; or (iii) any breach of any contractual obligation, or any violation of law or applicable qualification standards, with respect to the employment or compensation of employees by the Company. None of the following events has occurred or is reasonably likely to occur that, individually or in the aggregate, could result in a Material Adverse Effect: (A) a material increase in the aggregate amount of contributions required to be made to all Plans in the current fiscal year of the Company compared to the amount of such contributions made in the Company’s most recently completed fiscal year; (B) a material increase in the “accumulated post-retirement benefit obligations” (within the meaning of Accounting Standards Codification Topic No. 715) of the Company compared to the amount of such obligations in the Company’s most recently completed fiscal year; (C) any event or condition giving rise to a liability under Title IV of ERISA; or (D) the filing of a claim by one or more employees or former employees of the Company related to its or their employment. For purposes of this paragraph and the definition of ERISA, the term “ Plan ” means a plan (within the meaning of Section 3(3) of ERISA, which is subject to Title IV of ERISA, other than a “multiemployer plan,” as defined in Section 4001(a)(3) of ERISA) with respect to which the Company may have any liability.

(37) Lending and Other Relationship . Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (i) the Company has no lending or similar relationship with any Underwriter or any bank or other lending institution affiliated with any Underwriter; (ii) the Company will not, directly or indirectly, use any of the proceeds from the sale of the Securities by the Company hereunder to reduce or retire the balance of any loan or credit facility extended by any Underwriter or any of its “affiliates” or “associated persons” (as such terms are used in FINRA Rule 5121) or otherwise direct any such proceeds to any Underwriter or any of its “affiliates” or “associated persons” (as so defined); and (iii) there are and have been no transactions, arrangements or dealings between the Company, on one hand, and any Underwriter or any of its “affiliates” or “associated persons” (as so defined), on the other hand, that, under FINRA Rule 5110 or 5121, must be disclosed in a submission to FINRA in connection with the offering of the Securities contemplated hereby or disclosed in the Registration Statement, the General Disclosure Package or Prospectus.

(38) Offering Materials . Without limitation to the provisions of Section 16 hereof, the Company has not distributed and will not distribute, directly or indirectly (other than through the Underwriters), any “written communication” (as defined in Rule 405 under the 1933 Act) or other offering materials in connection with the offering or sale of the Securities, other than the Pre-Pricing Prospectus, the Prospectus, any amendment or supplement to any of the foregoing that are filed with the SEC and any Permitted Free Writing Prospectuses (as defined in Section 16 hereof).

(39) No Restrictions on Dividends . The Company is not a party to or otherwise bound by any instrument or agreement that limits or prohibits or could limit or prohibit, directly or indirectly, the Company from paying any dividends or making other distributions on its capital stock, or from repaying any loans or advances from, or (except for instruments or agreements that by their express terms prohibit the transfer or assignment thereof or of any rights thereunder) transferring any of its properties or assets to, the Company, except as described in the Registration Statement, the General Disclosure Package and the Prospectus.

(40) Brokers . There is not a broker, finder or other party that is entitled to receive from the Company any brokerage or finder’s fee or other fee or commission as a result of any of the transactions contemplated by this Agreement, except for underwriting discounts and commissions in connection with the sale of the Securities to the Underwriters pursuant to this Agreement.

(41) Interactive Data . The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

(b) Certificates . Any certificate signed by any officer of the Company (whether signed on behalf of such officer or the Company) and delivered to the Representative or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby.

SECTION 2. Sale and Delivery to Underwriters; Closing .

(a) The Securities . On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, severally and not jointly, the aggregate principal amount of Securities set forth in Exhibit A hereto, and each Underwriter, severally and not jointly, agrees to purchase the aggregate principal amount of Securities set forth opposite its name in Exhibit A hereto plus any additional principal amount of Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, at a price equal to, in the case of the Bonds due 2018, 99.0220% of the principal amount thereof, in the case of the Bonds due 2023, 99.0470% of the principal amount thereof and in the case of the Bonds due 2043, 98.4980% of the principal amount thereof.

(b) Payment . Payment of the purchase price for, and delivery of, the Securities shall be made at the offices of Pillsbury Winthrop Shaw Pittman LLP, 1540 Broadway, New York, New York 10036, or at such other place as shall be agreed upon by the Representative and the Company, at 9:00 A.M. (New York City time) on August 13, 2013 (unless postponed in accordance with the provisions of Section 10 hereof), or such other time not later than five business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called “ Closing Date ”).

Payment shall be made to the Company by wire transfer of immediately available funds to a single bank account designated by the Company, in each case against delivery to the Representative for the respective accounts of the Underwriters of the Securities to be purchased by them with any transfer taxes payable in connection therewith duly paid by the Company. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for the Securities that it has agreed to purchase. Wells Fargo, individually and not as Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder.

(c) Delivery of Securities . The Company shall make one or more global certificates (collectively, the “Global Securities”) representing each of the Bonds due 2018, the Bonds due 2023 and the Bonds due 2043 available for inspection by the Representative not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date and, on or prior to the Closing Date, the Company shall deliver the Global Securities to DTC or to the Trustee, acting as custodian for DTC, as applicable. Delivery of the Securities to the Underwriters on the Closing Date shall be made through the facilities of DTC unless the Representative shall otherwise instruct.

SECTION 3. Covenants of the Company . The Company covenants with each Underwriter as follows:

(a) Compliance with Securities Regulations and Commission Requests . The Company, subject to Section 3(b) hereof, will comply with the requirements of Rule 430B and Rule 433 and will notify the Representative immediately, and confirm the notice in writing, (i) when the Registration Statement or any post-effective amendment to the Registration Statement shall become effective, or when any preliminary prospectus, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing shall have been filed, (ii) of the receipt of any comments from the Commission (and shall promptly furnish the Representative with a copy of any comment letters and any transcript of oral comments, and shall furnish the Representative with copies of any written responses thereto a reasonable amount of time prior to the proposed filing thereof with the Commission and will not file any such response to which the Representative or counsel for the Underwriters shall reasonably object), (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus or the Prospectus, any document incorporated or deemed to be incorporated by reference therein or any Issuer Free Writing Prospectus or for additional information, (iv) of the issuance by the

Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing, or any notice from the Commission objecting to the use of the form of the Registration Statement or any post-effective amendment thereto, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the loss or suspension of any exemption from any such qualification, or of the initiation or threatening of any proceedings for any of such purposes, or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will make every reasonable effort to prevent the issuance of any stop order and the suspension or loss of any qualification of the Securities for offering or sale and any loss or suspension of any exemption from any such qualification, and if any such stop order is issued, or any such suspension or loss occurs, to obtain the lifting thereof at the earliest possible moment. The Company shall pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1)(i) of the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the 1933 Act Regulations, except to the extent such filing fees have been paid prior to the date hereof.

(b) Filing of Amendments . The Company will give the Representative notice of its intention to file or prepare any amendment to the Registration Statement, any Issuer Free Writing Prospectus or any amendment, supplement or revision to any preliminary prospectus, the Prospectus or any Issuer Free Writing Prospectus, whether pursuant to the 1933 Act or otherwise, and the Company will furnish the Representative with copies of any such documents within a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to which the Representative or counsel for the Underwriters shall reasonably object. The Company has given the Representative notice of any filings made pursuant to the 1934 Act or the 1934 Act Regulations within 48 hours prior to the Applicable Time. The Company will give the Representative notice of its intention to make any filing pursuant to the 1934 Act or the 1934 Act Regulations from the Applicable Time through the Closing Date (or, if later, through the end of the period during which the Prospectus is required (or, but for the provisions of Rule 172, would be required) to be delivered by applicable law (whether to meet the requests of purchasers pursuant to Rule 173(d) or otherwise)) and will furnish the Representative with copies of any such documents a reasonable amount of time prior to such proposed filing, as the case may be, and will not file or use any such document to which the Representative or counsel for the Underwriters shall reasonably object.

(c) Delivery of Registration Statements . The Company has furnished or will deliver to the Representative and counsel for the Underwriters, without charge, copies of the Registration Statement and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein or otherwise deemed to be a part thereof) and copies of all consents and certificates of experts.

(d) Delivery of Prospectuses . The Company has delivered to each Underwriter, without charge, as many copies of each preliminary prospectus and any amendments or supplements thereto as such Underwriter reasonably requested, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will furnish to each Underwriter, without charge, during the period when the Prospectus is required (or, but for the provisions of Rule 172, would be required) to be delivered by applicable law (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise), such number of copies of the Pre-Pricing Prospectus, the Prospectus and any Issuer Free Writing Prospectus and any amendments or supplements to any of the foregoing as such Underwriter may reasonably request.

(e) Continued Compliance with Securities Laws . The Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations so as to permit the completion of the distribution of the Securities as contemplated by this Agreement, the General Disclosure Package and the Prospectus. If at any time when a prospectus is required (or, but for the provisions of Rule 172, would be required) by applicable law to be delivered in connection with sales of the Securities (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise), any event shall occur or condition shall exist as a result of which it is necessary (or if the Representative or counsel for the Underwriters shall notify the Company that, in its judgment, it is necessary) to amend the Registration Statement or amend or supplement the General Disclosure Package or the Prospectus so that the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made or then prevailing, not misleading or if it is necessary (or, if the Representative or counsel for the Underwriters shall notify the Company that, in its judgment, it is necessary) to amend the Registration Statement or amend or supplement the General Disclosure Package or the Prospectus in order to comply with the requirements of the 1933 Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations, the Company will promptly notify the Representative of such event or condition and of its intention to file such amendment or supplement (or, if the Representative or counsel for the Underwriters shall have notified the Company as aforesaid, the Company will promptly notify the Representative of its intention to prepare such amendment or supplement) and will promptly prepare and file with the Commission, subject to Section 3(b) hereof, such amendment or supplement as may be necessary to correct such untrue statement or omission or to comply with such requirements, and, in the case of an amendment or post-effective amendment to the Registration Statement, the Company will use its reasonable best efforts to have such amendment become effective as soon as practicable, and the Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. If at any time an Issuer Free Writing Prospectus conflicts with the information contained in the Registration Statement or if an event shall occur or condition shall exist as a result of which it is necessary (or, if the Representative or counsel for the Underwriters shall notify the Company that, in its judgment, it is necessary) to amend or supplement such Issuer Free Writing Prospectus so that it will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances

under which they were made or then prevailing, not misleading, or if it is necessary (or, if the Representative or counsel for the Underwriters shall notify the Company that, in its judgment, it is necessary) to amend or supplement such Issuer Free Writing Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company will promptly notify the Representative of such event or condition and of its intention to file such amendment or supplement (or, if the Representative or counsel for the Underwriters shall have notified the Company as aforesaid, the Company will promptly notify the Representative of its intention to prepare such amendment or supplement) and will promptly prepare and, if required by the 1933 Act or the 1933 Act Regulations, file with the Commission, subject to Section 3(b) hereof, such amendment or supplement as may be necessary to eliminate or correct such conflict, untrue statement or omission or to comply with such requirements, and the Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request.

(f) Blue Sky and Other Qualifications . The Company will use its reasonable best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale, or to obtain an exemption for the Securities to be offered and sold, under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representative may designate and to maintain such qualifications and exemptions in effect for so long as required for the distribution of the Securities (but in no event for a period of not less than one year from the date of this Agreement); provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities have been so qualified or exempt, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification or exemption, as the case may be, in effect for so long as required for the distribution of the Securities (but in no event for a period of not less than one year from the date of this Agreement).

(g) Rule 158 . The Company will timely file such reports pursuant to the 1934 Act as are necessary in order to make generally available to its securityholders as soon as practicable an earnings statement for the purposes of, and to provide to the Underwriters the benefits contemplated by, the last paragraph of Section 11(a) of the 1933 Act.

(h) Use of Proceeds . The Company will use the net proceeds received by it from the sale of the Securities in the manner specified in the Pre-Pricing Prospectus and the Prospectus under “Use of Proceeds.”

(i) Restriction on Sale of Securities . From and including the date of this Agreement through and including the earlier to occur of (i) Closing Date and (ii) the date of the termination of the fixed price offering restrictions applicable to the Underwriters, the Company will not, without the prior written consent of Wells Fargo, issue, offer, pledge, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option or right to sell or otherwise transfer or dispose

of any debt securities of the Company that are similar to the Securities (other than the Securities issued under this Agreement) or any securities convertible into or exercisable or exchangeable for any debt securities of the Company that are similar to the Securities.

(j) Reporting Requirements . The Company, during the period when the Prospectus is required (or, but for the provisions of Rule 172, would be required) by applicable law to be delivered (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise), will file all documents required to be filed with the Commission pursuant to the 1934 Act and the 1934 Act Regulations within the time periods required by the 1934 Act and the 1934 Act Regulations.

(k) Preparation of Prospectus . Immediately following the execution of this Agreement, the Company will, subject to Section 3(b) hereof, prepare the Prospectus, which shall contain the public offering price and terms of the Securities, the plan of distribution thereof and such other information as may be required by the 1933 Act or the 1933 Act Regulations or as the Company may deem appropriate, and will file or transmit for filing with the Commission, in accordance with the provisions of Rule 430B and in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), the Prospectus.

(l) Pricing Term Sheet . The Company will prepare a pricing term sheet (the “ Pricing Term Sheet ”) reflecting the final terms of the Securities, in substantially the form attached hereto as Exhibit B and otherwise in form and substance satisfactory to the Representative, and shall file such Pricing Term Sheet as an “issuer free writing prospectus” pursuant to Rule 433 prior to the close of business on the business day following the date hereof; provided that the Company shall furnish the Representative with copies of any the Pricing Term Sheet a reasonable amount of time prior to such proposed filing and will not use or file any such document to which the Representative or counsel to the Underwriters shall reasonably object.

SECTION 4. Payment of Expenses .

(a) Expenses . The Company will pay all expenses incident to the performance of its obligations, including (i) the preparation, printing and filing of the Registration Statement and each amendment thereto (in each case including exhibits) and any costs associated with electronic delivery of any of the foregoing, (ii) the word processing and delivery to the Underwriters of this Agreement, the Supplemental Indenture and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, (iii) the preparation, issuance and delivery of the certificates for the Securities and the issuance and delivery of the Securities to be sold by the Company to the Underwriters, including any issue or other transfer taxes and any stamp or other taxes or duties payable in connection with the sale, issuance or delivery of the Securities to the Underwriters, (iv) the fees and disbursements of the counsel, accountants and other advisors to the Company, (v) the qualification or exemption of the Securities under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of a blue sky survey and any supplements thereto, (vi) the preparation, printing and delivery to the Underwriters of copies of

each preliminary prospectus, any Permitted Free Writing Prospectus and the Prospectus and any amendments or supplements to any of the foregoing and any costs associated with electronic delivery of any of the foregoing, (vii) the preparation, printing and delivery to the Underwriters of copies of a blue sky survey and any Canadian “wrapper” and any supplements thereto and any costs associated with electronic delivery of any of the foregoing, (viii) the fees and expenses of the attorneys-in-fact, the custodian and the transfer agent and registrar for the Securities, (ix) the filing fees incident to, and the reasonable fees and disbursements of counsel to the Underwriters in connection with, the review, if any, by FINRA of the terms of the sale of the Securities, (x) all fees charged by any rating agencies for rating the Securities and all expenses and application fees incurred in connection with the approval of the Securities for clearance, settlement and book-entry transfer through DTC and (xi) the costs and expenses of the Company and any of its officers, directors, counsel or other representatives in connection with presentations or meetings undertaken in connection with the offering of the Securities, including, without limitation, expenses associated with the production of road show slides and graphics and the production and hosting of any electronic road shows, fees and expenses of any consultants engaged in connection with road show presentations, and travel, lodging, transportation, and other expenses of the officers, directors, counsel and other representatives of the Company incurred in connection with any such presentations or meetings.

(b) Termination of Agreement . If this Agreement is terminated by the Representative in accordance with the provisions of Section 5, 9(a)(i), 9(a)(iii)(A) or 9(a)(v) hereof, the Company shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

SECTION 5. Conditions of Underwriters’ Obligations . The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company contained in this Agreement, or in certificates signed by any officer of the Company (whether signed on behalf of such officer or the Company) delivered to the Representative or counsel for the Underwriters, to the performance by the Company of its covenants and other obligations hereunder, and to the following further conditions:

(a) Effectiveness of Registration Statement . The Registration Statement shall have become effective, and no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or, to the knowledge of the Company, threatened by the Commission, any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of the Representative and the Commission shall not have notified the Company of any objection to the use of the form of the Registration Statement. The Prospectus shall have been filed with the Commission in the manner and within the time period required by Rule 424(b) (without reliance upon clause (8) of Rule 424(b)) and each Issuer Free Writing Prospectus required to be filed with the Commission shall have been filed in the manner and within the time period required by Rule 433, and, prior to the Closing Date, the Company shall have provided evidence satisfactory to the Representative of such timely filings.

(b) Opinion of Counsel for Company . At the Closing Date, the Representative shall have received the favorable opinion, dated as of the Closing Date, of each of (i)

Akin Gump Strauss Hauer & Feld LLP, counsel for the Company, in form and substance satisfactory to the Representative, together with signed or reproduced copies of such opinion for each of the other Underwriters, to the effect set forth in Exhibit D hereto and to such further effect as the Representative may reasonably request and (ii) Mark C. Darrell, Esq., Senior Vice President, General Counsel and Chief Compliance Officer of The Laclede Group, Inc., the parent company of the Company, in form and substance satisfactory to the Representative, together with signed or reproduced copies of such opinion for each of the other Underwriters, to the effect set forth in Exhibit E hereto and to such further effect as the Representative may reasonably request.

(c) Opinion of Counsel for Underwriters . At the Closing Date, the Representative shall have received the favorable letter, dated as of the Closing Date, of Pillsbury Winthrop Shaw Pittman LLP, counsel for the Underwriters (“ Underwriters’ Counsel ”), together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to the Registration Statement, the General Disclosure Package and the Prospectus and any amendments or supplements thereto and such other matters as the Representative may reasonably request.

(d) Officers’ Certificate . At the Closing Date, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change or any development that could reasonably be expected to result in a material adverse change in the condition (financial or other), results of operations, business, properties, management or business prospects of the Company, whether or not arising in the ordinary course of business, and, at the Closing Date, the Representative shall have received a certificate, signed on behalf of the Company by the President or a Senior Vice President of the Company and the Chief Financial Officer or principal accounting officer of the Company, dated as of the Closing Date, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company in this Agreement are true and correct at and as of the Closing Date with the same force and effect as though expressly made at and as of the Closing Date, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date under or pursuant to this Agreement and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission and the Commission has not notified the Company of any objection to the use of the form of the Registration Statement.

(e) Accountant’s Comfort Letter . At the time of the execution of this Agreement, the Representative shall have received the letter of each of (i) Deloitte & Touche LLP (“ D&T ”) and (ii) Grant Thornton LLP (“ GT ”), in each case dated the date of this Agreement and in form and substance satisfactory to the Representative and addressed to the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, confirming that they are independent public accountants within the meaning of the 1933 Act with respect to, in the case of D&T, the

Company and, in the case of GT, MGE and are in compliance with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of Regulation S-X of the Commission and containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements of the Company and MGE, as the case may be, and certain financial information included in the Registration Statement, the General Disclosure Package, any Issuer Free Writing Prospectuses (other than any electronic road show) and the Prospectus and any amendments or supplements to any of the foregoing, including, in the case of D&T, the pro forma financial statements included therein.

(f) Bring-down Comfort Letter . At the Closing Date, the Representative shall have received the letter of each of D&T and GT, in each case dated as of the Closing Date and in form and substance satisfactory to the Representative, to the effect that they reaffirm the statements made in their letters furnished pursuant to Section 5(e) hereof, except that the specified date referred to shall be a date not more than three business days prior to the Closing Date.

(g) Additional Documents . At the Closing Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, contained in this Agreement, or as the Representative or counsel for the Underwriters may otherwise reasonably request; and all proceedings taken by the Company in connection with the issuance and sale of the Securities as herein contemplated and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Representative.

(h) Termination of Agreement . If any condition specified in this Section 5 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representative by notice to the Company at any time on or prior to the Closing Date and such termination shall be without liability of any party to any other party except as provided in Section 4 hereof and except that, in the case of any such termination of this Agreement, Sections 1, 6, 7, 8, 11, 12, 13, 14, 15, 17, 18 and 19 hereof shall survive such termination of this Agreement and remain in full force and effect.

SECTION 6. Indemnification .

(a) Indemnification by the Company . The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, and its and their officers, directors, employees, partners and members and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:

(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary

to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), or any “issuer information” (as defined in Rule 433), or any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that any such settlement is effected with the written consent of the Company; and

(iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating, preparing for or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above,

provided , however , that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or in any amendment or supplement to any of the foregoing), it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information described as such in Section 6(b) hereof.

(b) Indemnification by the Underwriters . Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 6(a) hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representative expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or

the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following information appearing in the Pre-Pricing Prospectus and the Prospectus: (i) the information regarding the concession and reallowance appearing in the third paragraph under the caption “Underwriting” therein, (ii) the information regarding stabilization, syndicate covering transactions and penalty bids appearing in the eighth and ninth paragraphs under such caption (but only insofar as such information concerns the Underwriters) and (iii) the information regarding market making by the Underwriters appearing in the seventh paragraph under such caption.

(c) Actions Against Parties; Notification . Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder. Counsel to the indemnified parties shall be selected as follows: counsel to the Underwriters and the other indemnified parties referred to in Section 6(a) hereof shall be selected by the Representative, and counsel to the Company, its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying party be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Underwriters and the other indemnified parties referred to in Section 6(a) hereof and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Company, its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d) Settlement Without Consent if Failure to Reimburse . If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 6, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) hereof effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

SECTION 7. Contribution . If the indemnification provided for in Section 6 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other hand in connection with the statements or omissions that resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.

The relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the Company and the total underwriting discounts and commissions received by the Underwriters, in each case as set forth on the cover of the Prospectus, bear to the aggregate initial public offering price of the Securities as set forth on such cover.

The relative fault of the Company on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or by the Underwriters on the other hand and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to above in this Section 7. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 7 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing for or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission.

Notwithstanding the provisions of this Section 7, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omission.

No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

For purposes of this Section 7, each affiliate of any Underwriter, each officer, director, employee, partner and member of any Underwriter or any such affiliate, and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company. The Underwriters’ respective obligations to contribute pursuant to this Section 7 are several in proportion to the principal amount of Securities set forth opposite their respective names in Exhibit A hereto and not joint.

SECTION 8. Representations, Warranties and Agreements to Survive Delivery . All representations, warranties and agreements contained in this Agreement or in certificates signed by any officer of the Company (whether signed on behalf of such officer or the Company) and delivered to the Representative or counsel to the Underwriters, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, any officer, director, employee, partner, member or agent of any Underwriter or any person or entity controlling any Underwriter, or by or on behalf of the Company, any officer, director or employee of the Company or any person or entity controlling the Company and shall survive delivery of and payment for the Securities.

SECTION 9. Termination of Agreement .

(a) Termination; General . The Representative may terminate this Agreement, by notice to the Company, at any time on or prior to the Closing Date (i) if there has been, at any time on or after the date of this Agreement or since the respective dates as of which information is given in the General Disclosure Package or the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any Material Adverse Effect or any development that could reasonably be expected to result in a Material Adverse Effect, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any declaration of a national emergency or war by the United States, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions (including, without limitation, as a result of terrorist activities), in each case the effect of which is such as to make it, in the judgment of the Representative, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if (A) trading in any securities of the Company has been suspended or materially limited by the Commission or the NYSE, or (B) trading generally on the NYSE or the Nasdaq Stock Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by the NYSE or the Nasdaq Stock Market or by order of the Commission, FINRA or any other governmental authority, or (C) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (iv) if a banking

moratorium has been declared by either Federal or New York authorities or (v) if there shall have occurred, at any time on or after the date of this Agreement, any downgrading in the rating of any debt securities of the Company by any “nationally recognized statistical rating organization” (as defined in Section 3(a)(62) of the 1934 Act) or any public announcement that any such organization has placed its rating on the Company or any such debt securities under surveillance or review or on a so-called “watch list” (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement by any such organization that the Company or any such debt securities has been placed on negative outlook.

(b) Liabilities . If this Agreement is terminated pursuant to this Section 9, such termination shall be without liability of any party to any other party except as provided in Section 4 hereof and except that Sections 1, 6, 7, 8, 11, 12, 13, 14, 15, 17, 18 and 19 hereof shall survive such termination and remain in full force and effect.

SECTION 10. Default by One or More of the Underwriters . If one or more of the Underwriters shall fail at the Closing Date to purchase the Securities that it or they are obligated to purchase under this Agreement (the “ Defaulted Securities ”), the Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative shall not have completed such arrangements within such 24-hour period, then:

(1) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; or

(2) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of Securities to be purchased on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter.

No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default.

In the event of any such default that does not result in a termination of this Agreement, the Representative shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

SECTION 11. Notices . All notices and other communications hereunder shall be in writing, shall be effective only upon receipt and shall be mailed, delivered by hand or overnight

courier, or transmitted by fax (with the receipt of such fax to be confirmed by telephone). Notices to the Underwriters shall be directed to the Representative at Wells Fargo Securities, LLC, 550 South Tryon Street, 5th Floor, Charlotte, North Carolina 28288, Attention of Transaction Management, fax no. 704-383-9165 (with such fax to be confirmed by telephone to 704-715-0541); and notices to the Company shall be directed to it at 720 Olive Street, St. Louis, Missouri, 63101, Attention of Mark C. Darrell, fax no. 314-421-1979 (with such fax to be confirmed by telephone to 314-342-0520).

SECTION 12. Parties . This Agreement shall each inure to the benefit of and be binding upon the Underwriters, the Company and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company and their respective successors and the controlling persons and other indemnified parties referred to in Sections 6 and 7 hereof and their successors, heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters and the Company and their respective successors, and said controlling persons and other indemnified parties and their successors, heirs and legal representatives, and for the benefit of no other person or entity. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

SECTION 13. GOVERNING LAW AND TIME . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

SECTION 14. Effect of Headings ; Counterparts . The Section and Exhibit headings herein are for convenience only and shall not affect the construction hereof. This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.

SECTION 15. Definitions . As used in this Agreement, the following terms have the respective meanings set forth below:

“ Applicable Time ” means 2:30 p.m. (New York City time) on August 6, 2013 or such other time as agreed by the Company and the Representative.

“ Commission ” means the Securities and Exchange Commission.

“ Company Documents ” means all other contracts, indentures, mortgages, deeds of trust, loan or credit agreements, bonds, notes, debentures, evidences of indebtedness, swap agreements, hedging agreements, leases or other instruments or agreements to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, including the Mortgage and any other instruments, agreements and documents filed or incorporated by reference as exhibits to the Company’s most recently filed Annual Report on Form 10-K or any subsequent report filed by the Company under the

Exchange Act pursuant to Rule 601(b)(10) of Regulation S-K of the Commission; provided that if any instrument, agreement or other document filed or incorporated by reference as such an exhibit has been redacted or if any portion thereof has been deleted or is otherwise not included as part of such exhibit (whether pursuant to a request for confidential treatment or otherwise), the term “ Company Documents ” shall nonetheless mean such instrument, agreement or other document, as the case may be, in its entirety, including any portions thereof which shall have been so redacted, deleted or otherwise not filed

“ DTC ” means The Depository Trust Company.

“ EDGAR ” means the Commission’s Electronic Data Gathering, Analysis and Retrieval System.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder.

“ FCPA ” means the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.

“ FINRA ” means the Financial Industry Regulatory Authority Inc. or the National Association of Securities Dealers, Inc., or both, as the context shall require.

“ GAAP ” means generally accepted accounting principles.

“ Issuer Free Writing Prospectus ” means any “issuer free writing prospectus,” as defined in Rule 433, relating to the offering of the Securities that (i) is required to be filed with the Commission by the Company, (ii) is a “road show” that is a “written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission, or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Securities or of the offering that does not reflect the final terms, and all free writing prospectuses that are listed in Exhibit C hereto, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).

“ Issuer General Use Free Writing Prospectus ” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being specified in Exhibit C hereto.

“ Issuer Limited Use Free Writing Prospectus ” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus.

“ Lien ” means any security interest, mortgage, pledge, lien, encumbrance, claim or equity.

“ NYSE ” means the New York Stock Exchange.

“ OFAC ” means the Office of Foreign Assets Control of the U.S. Treasury Department.

“ Organizational Documents ” means the Company’s charter and bylaws.

“ Pre-Pricing Prospectus ” means the preliminary prospectus dated August 6, 2013 relating to the Securities in the form first furnished to the Underwriters for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act.

“ PCAOB ” means the Public Company Accounting Oversight Board (United States).

“ preliminary prospectus ” means any prospectus together with, if applicable, the accompanying prospectus supplement used in connection with the offering of the Securities that omitted the public offering price of the Securities or that was captioned “Subject to Completion,” together with the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act. The term “preliminary prospectus” includes, without limitation, the Pre-Pricing Prospectus.

“ Registration Statement ” means the Company’s registration statement on Form S–3 (Registration No. 333-190388-01), as amended (if applicable), including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S–3 under the 1933 Act and the Rule 430B Information; provided that any Rule 430B Information shall be deemed part of the Registration Statement only from and after the time specified pursuant to Rule 430B.

“ Repayment Event ” means any event or condition which, either immediately or with notice or passage of time or both, (i) gives the holder of any bond, note, debenture or other evidence of indebtedness (or any person or entity acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, or (ii) gives any counterparty (or any person or entity acting on such counterparty’s behalf) under any swap agreement, hedging agreement or similar agreement or instrument to which the Company is a party the right to liquidate or accelerate the payment obligations, or designate an early termination date under such agreement or instrument, as the case may be.

“ Rule 163 ,” “ Rule 164 ,” “ Rule 172 ,” “ Rule 173(d) ,” “ Rule 401(g)(2) ,” “ Rule 405 ,” “ Rule 424(b) ” “ Rule 430B ,” “ Rule 430C ,“and “ Rule 433 ” refer to such rules under the 1933 Act.

“ Rule 430B Information ” means the information included in any preliminary prospectus or the Prospectus or any amendment or supplement to any of the foregoing filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) that was omitted from the Registration Statement at the time it first became effective but is deemed to be part of and included in the Registration Statement pursuant to Rule 430B.

“ Sarbanes-Oxley Act ” means the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder or implementing the provisions thereof.

“ Termination Event ” means any event or condition which gives any person or entity the right, either immediately or with notice or passage of time or both, to terminate or limit (in whole or in part) any Company Documents or any rights of the Company thereunder, including, without limitation, upon the occurrence of a change of control of the Company or other similar events.

“ Transaction Documents ” means this Agreement, the Mortgage and the Securities, collectively.

“ 1933 Act ” means the Securities Act of 1933, as amended.

“ 1933 Act Regulations ” means the rules and regulations of the Commission under the 1933 Act.

“ 1934 Act ” means the Securities Exchange Act of 1934, as amended.

“ 1934 Act Regulations ” means the rules and regulations of the Commission under the 1934 Act.

“ 1939 Act ” means the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder.

“ 1940 Act ” means the Investment Company Act of 1940, as amended.

All references in this Agreement to the Registration Statement, any preliminary prospectus, the Prospectus, any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the version thereof filed with the Commission pursuant to EDGAR and all versions thereof delivered (physically or electronically) to the Representative or the Underwriters.

All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in or otherwise deemed by 1933 Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the 1934 Act that is incorporated by reference in or otherwise deemed by 1933 Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.

SECTION 16. Permitted Free Writing Prospectuses . The Company represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Representative, it will not make, any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required to be filed with the Commission or required to be retained by the Company pursuant to Rule 433; provided that the prior written consent of the Representative shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit C hereto and, to any electronic road show in the form previously provided by the Company to and approved by the Representative. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid is hereinafter referred to as a “ Permitted Free Writing Prospectus .” The Company represents, warrants and agrees that it has

treated and will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit C hereto are Permitted Free Writing Prospectuses.

SECTION 17. Absence of Fiduciary Relationship . The Company acknowledges and agrees that:

(a) each of the Underwriters is acting solely as an underwriter in connection with the sale of the Securities and no fiduciary, advisory or agency relationship between the Company, on the one hand, and any of the Underwriters, on the other hand, has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not any of the Underwriters has advised or is advising the Company on other matters;

(b) the public offering price of the Securities and the price to be paid by the Underwriters for the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Representative;

(c) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement;

(d) it is aware that the Underwriters and their respective affiliates are engaged in a broad range of transactions that may involve interests that differ from those of the Company and that none of the Underwriters has any obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and

(e) it waives, to the fullest extent permitted by law, any claims it may have against any of the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that none of the Underwriters shall have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person or entity asserting a fiduciary duty claim on its behalf or in right of it or the Company or any stockholders, employees or creditors of Company.

SECTION 18. Research Analyst Independence . The Company acknowledges that the Underwriters’ respective research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies, and that such Underwriters’ respective research analysts and research departments may hold views and make statements or investment recommendations or publish research reports with respect to the Company or the offering that differ from the views of their respective investment banking divisions. The Company hereby waives and releases, to the fullest extent permitted by applicable law, any claims that the Company may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by their respective research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company by such Underwriters’ respective investment banking divisions. The Company acknowledges that each of the

Underwriters is a full service securities firm and as such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the Company and other entities that may be the subject of the transactions contemplated by this Agreement.

SECTION 19. Trial By Jury . The Company (on its own behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

[Signature Page Follows]

If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriters and the Company in accordance with its terms.


Very truly yours,

LACLEDE GAS COMPANY

By	/s/ Steven L. Lindsey
	Name:	Steven L. Lindsey
	Title:	President


CONFIRMED AND ACCEPTED, as of the date first above written:

WELLS FARGO SECURITIES, LLC

By		/s/ Kristine Thomas
		Authorized Signatory

For itself and as Representative of the Underwriters named in Exhibit A hereto.

[Signature Page to Underwriting Agreement]

EXHIBIT A


Name of Underwriter	Principal Amount of Bonds due 2018		Principal Amount of Bonds due 2023		Principal Amount of Bonds due 2043

Wells Fargo Securities, LLC	$	61,250,000	$	153,125,000	$	61,250,000
U.S. Bancorp Investments, Inc.	$	20,000,000	$	50,000,000	$	20,000,000
Commerce Bank – Capital Markets Group	$	9,250,000	$	23,125,000	$	9,250,000
Fifth Third Securities, Inc.	$	4,750,000	$	11,875,000	$	4,750,000
UMB Financial Services, Inc.	$	4,750,000	$	11,875,000	$	4,750,000

Total	$	100,000,000	$	250,000,000	$	100,000,000

A-1

EXHIBIT B

FORM OF PRICING TERM SHEET

Laclede Gas Company

Pricing Term Sheet

$100,000,000 2.000% Series First Mortgage Bonds due 2018

$250,000,000 3.400% Series First Mortgage Bonds due 2023

$100,000,000 4.625% Series First Mortgage Bonds due 2043


Issuer:	Laclede Gas Company
Ratings (Moody’s / S&P / Fitch)*:	[Intentionally omitted]
Ratings Outlooks (Moody’s / S&P / Fitch)*:	[Intentionally omitted]
Security Type:	First Mortgage Bonds
	Bonds due 2018	Bonds due 2023	Bonds due 2043
Pricing Date:	August 6, 2013	August 6, 2013	August 6, 2013
Settlement Date:	August 13, 2013	August 13, 2013	August 13, 2013
Maturity Date:	August 15, 2018	August 15, 2023	August 15, 2043
Interest Payment Dates:	February 15 and August 15, beginning February 15, 2014	February 15 and August 15, beginning February 15, 2014	February 15 and August 15, beginning February 15, 2014
Principal Amount:	$100,000,000	$250,000,000	$100,000,000
Benchmark:	1.375% due July 31, 2018	1.750% due May 15, 2023	3.125% due February 15, 2043
Benchmark Price / Yield:	99-31 ¹ / ₄ / 1.380%	92-13 / 2.636%	89-15+ / 3.714%
Spread to Benchmark:	+ 70 bps	+ 80 bps	+ 95 bps
Yield to Maturity:	2.080%	3.436%	4.664%
Coupon:	2.000%	3.400%	4.625%
Public Offering Price:	99.622%	99.697%	99.373%
Optional Redemption:	T + 10 bps	T + 15 bps	T + 15 bps
CUSIP / ISIN:	505588BH5 / US505588BH57	505588BJ1 / US505588BJ14	505588BK8 / US505588BK86
Book-Running Manager:	Wells Fargo Securities, LLC
Senior Co-Manager:	U.S. Bancorp Investments, Inc.
Co-Managers:	Commerce Bank – Capital Markets Group Fifth Third Securities, Inc. UMB Financial Services, Inc.

*	Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

The issuer has filed a registration statement (including a preliminary prospectus supplement and a prospectus) and a prospectus supplement with the U.S. Securities and Exchange Commission (SEC) for

B-1

the offering to which this communication relates. Before you invest, you should read the prospectus supplement for this offering, the issuer’s prospectus in that registration statement and any other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by searching the SEC online data base (EDGAR) on the SEC web site at http://www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by calling Wells Fargo Securities, LLC toll-free at 1-800-326-5897 or e-mailing cmClientsupport@wellsfargo.com.

B-2

EXHIBIT C

ISSUER GENERAL USE FREE WRITING PROSPECTUSES

1. Pricing Term Sheet containing the terms of the Securities, substantially in the form of Exhibit B hereto.

C-1

Exhibit 4.1

EXECUTION COPY

LACLEDE GAS COMPANY

UMB BANK & TRUST, N.A.

Trustee

Thirty-Second Supplemental Indenture

Dated as of August 13, 2013

First Mortgage Bonds

2.000% Series due August 15, 2018

3.400% Series due August 15, 2023

4.625% Series due August 15, 2043

TABLE OF CONTENTS


		Page
Parties			1
Recitals			1
	Previous Indentures		1
	Identity of the Company		10
	Identity of Trustee		10
	Outstanding Bonds		10
	Form of Fully Registered Bond of 2018 Series		11
	Form of Fully Registered Bond of 2023 Series		16
	Form of Fully Registered Bond of 2043 Series		21
	Form of Trustee’s Certificate of Authentication		26
	Compliance with legal requirements		26
Granting Clause			26
Exception Clause			28
Habendum Clause			28
Exceptions, Reservations, etc.			28
Grant in trust			28
Covenant Clause			28


ARTICLE I

DEFINITIONS

SECTION 1.1	Terms Defined by Reference	29
SECTION 1.2	Business Day	29
SECTION 1.3	Trustee	29
SECTION 1.4	Original Indenture	29
SECTION 1.5	First Supplemental Indenture	29
SECTION 1.6	Second Supplemental Indenture	29
SECTION 1.7	Third Supplemental Indenture	29
SECTION 1.8	Fourth Supplemental Indenture	29
SECTION 1.9	Fifth Supplemental Indenture	29
SECTION 1.10	Sixth Supplemental Indenture	29
SECTION 1.11	Seventh Supplemental Indenture	30
SECTION 1.12	Eighth Supplemental Indenture	30
SECTION 1.13	Ninth Supplemental Indenture	30
SECTION 1.14	Tenth Supplemental Indenture	30
SECTION 1.15	Eleventh Supplemental Indenture	30
SECTION 1.16	Twelfth Supplemental Indenture	30
SECTION 1.17	Thirteenth Supplemental Indenture	30
SECTION 1.18	Fourteenth Supplemental Indenture	30
SECTION 1.19	Fifteenth Supplemental Indenture	30
SECTION 1.20	Sixteenth Supplemental Indenture	30
SECTION 1.21	Seventeenth Supplemental Indenture	30


SECTION 1.22	Eighteenth Supplemental Indenture	30
SECTION 1.23	Nineteenth Supplemental Indenture	31
SECTION 1.24	Twentieth Supplemental Indenture	31
SECTION 1.25	Twenty-First Supplemental Indenture	31
SECTION 1.26	Twenty-Second Supplemental Indenture	31
SECTION 1.27	Twenty-Third Supplemental Indenture	31
SECTION 1.28	Twenty-Fourth Supplemental Indenture	31
SECTION 1.29	Twenty-Fifth Supplemental Indenture	31
SECTION 1.30	Twenty-Sixth Supplemental Indenture	31
SECTION 1.31	Twenty-Seventh Supplemental Indenture	31
SECTION 1.32	Twenty-Eighth Supplemental Indenture	31
SECTION 1.33	Twenty-Ninth Supplemental Indenture	31
SECTION 1.34	Thirtieth Supplemental Indenture	31
SECTION 1.35	Thirty-First Supplemental Indenture	32
SECTION 1.36	Mortgage	32
SECTION 1.37	Hereof, Hereunder, etc.	32
SECTION 1.38	2018 Series, 2023 Series and 2043 Series	32

ARTICLE II

CREATION, DESCRIPTION, REGISTRATION, TRANSFER AND
EXCHANGE OF THE 2018 SERIES OF BONDS

SECTION 2.1	Creation and principal amount of the 2018 Series	32
SECTION 2.2	Date of Bonds	32
SECTION 2.3	Denominations, etc.	33
SECTION 2.4	Exchange of Bonds	33
SECTION 2.5	Registration of Bonds	33
SECTION 2.6	Temporary Bonds	33
SECTION 2.7	Payment of Defaulted Interest	33
SECTION 2.8	Transfers or Exchanges of Bonds called for redemption	34

ARTICLE III

REDEMPTION OF BONDS OF THE 2018 SERIES

SECTION 3.1	Circumstances in Which Redeemable	34
SECTION 3.2	Additional Circumstances in Which Redeemable	34
SECTION 3.3	Notice of Intention to Redeem	35
SECTION 3.4	Special Mandatory Redemption	36
SECTION 3.5	No Other Redemptions	36



ARTICLE IV

CREATION, DESCRIPTION, REGISTRATION, TRANSFER AND
EXCHANGE OF THE 2023 SERIES OF BONDS

SECTION 4.1	Creation and Principal Amount of the 2023 Series	36
SECTION 4.2	Date of Bonds	37
SECTION 4.3	Denominations, etc.	37
SECTION 4.4	Exchange of Bonds	37
SECTION 4.5	Registration of Bonds	37
SECTION 4.6	Temporary Bonds	37
SECTION 4.7	Payment of Defaulted Interest	38
SECTION 4.8	Transfers or Exchanges of Bonds Called for Redemption	38

ARTICLE V

REDEMPTION OF BONDS OF THE 2023 SERIES

SECTION 5.1	Circumstances in Which Redeemable	38
SECTION 5.2	Additional Circumstances in Which Redeemable	38
SECTION 5.3	Notice of Intention to Redeem	40
SECTION 5.4	Special Mandatory Redemption	40
SECTION 5.5	No Other Redemptions	41

ARTICLE VI

CREATION, DESCRIPTION, REGISTRATION, TRANSFER AND
EXCHANGE OF THE 2043 SERIES OF BONDS

SECTION 6.1	Creation and Principal Amount of the 2043 Series	41
SECTION 6.2	Date of Bonds	41
SECTION 6.3	Denominations, etc.	41
SECTION 6.4	Exchange of Bonds	42
SECTION 6.5	Registration of Bonds	42
SECTION 6.6	Temporary Bonds	42
SECTION 6.7	Payment of Defaulted Interest	42
SECTION 6.8	Transfers or Exchanges of Bonds Called for Redemption	42

ARTICLE VII

REDEMPTION OF BONDS OF THE 2043 SERIES

SECTION 7.1	Circumstances in Which Redeemable	43
SECTION 7.2	Additional Circumstances in Which Redeemable	43
SECTION 7.3	Notice of Intention to Redeem	44
SECTION 7.4	Special Mandatory Redemption	45
SECTION 7.5	No Other Redemptions	45

iii



ARTICLE VIII

PARTICULAR COVENANTS OF THE COMPANY

SECTION 8.1	Restrictions as to Dividends	45
SECTION 8.2	Earnings Requirements for Additional Bonds	46
SECTION 8.3	Postponement of Interest	48

ARTICLE IX

COMPANY’S RESERVATION OF RIGHTS

SECTION 9.1	Company’s Reservation of Rights	48
SECTION 9.2	Bondholder Consent to Amendments; Designation of Company as Proxy	57

ARTICLE X

MISCELLANEOUS

SECTION 10.1	Provisions Required by Trust Indenture Act of 1939 to Control	57
SECTION 10.2	Acceptance of Trust	57
SECTION 10.3	This Indenture Part of Original Indenture	57
SECTION 10.4	Execution in Any Number of Counterparts	57
SECTION 10.5	Date of Execution	57

Exhibit A

THIRTY-SECOND SUPPLEMENTAL INDENTURE, dated as of the 13th day of August, 2013 between LACLEDE GAS COMPANY, a corporation duly organized and existing under the laws of the State of Missouri, having its principal place of business at 720 Olive Street, St. Louis, Missouri 63101, hereinafter sometimes called the “Company,” party of the first part, and UMB BANK & TRUST, N.A., a national banking association organized under the laws of the United States, having its principal place of business and corporate trust office at Two South Broadway, St. Louis, Missouri 63102, hereinafter sometimes called the “Trustee,” party of the second part.

WHEREAS, there have heretofore been duly executed and delivered the following four indentures between the Company and Mississippi Valley Trust Company, to-wit:

(a) An indenture of mortgage and deed of trust, hereinafter sometimes called the “Original Indenture,” dated as of February 1, 1945, which is recorded in the office of the Recorder of Deeds of the City of St. Louis, Missouri, in Book 6324 at Page 93 and in the office of the Recorder of Deeds of St. Louis County, Missouri, in Book 2078 at Page 12 and in the office of the Recorder of Deeds of Boone County, Missouri, in Book 294 at Page 399 and in the office of the Recorder of Deeds of Jefferson County, Missouri, in Book 434 at Page 480 and in the office of the Recorder of Deeds of St. Francois County, Missouri, in Book 551 at Page 593 and in the office of the Recorder of Deeds of Ste. Genevieve County, Missouri, in Book 198 at Page 629 and in the office of the Recorder of Deeds of Madison County, Missouri, in Book 77 at Page 1 and in the office of the Recorder of Deeds of Iron County, Missouri, in Book 224 at Page 451 and in the office of the Recorder of Deeds of Butler County, Missouri, in Book 503 at Page 606 and is filed in the office of the Secretary of State of Missouri under filing number 26,557 and is filed in the office of the Secretary of State of Missouri pursuant to R.S.Mo. 443.451 under filing number 2590088; and

(b) A supplemental indenture, hereinafter sometimes called the “First Supplemental Indenture,” dated as of December 1, 1946, which is recorded in the office of the Recorder of Deeds of the City of St. Louis, Missouri, in Book 6562 at Page 528, and in the office of the Recorder of Deeds of St. Louis County, Missouri, in Book 2268 at Page 273; and

(c) A supplemental indenture, hereinafter sometimes called the “Second Supple-mental Indenture,” dated as of March 15, 1948, which is recorded in the office of the Recorder of Deeds of the City of St. Louis, Missouri, in Book 6687 at Page 467, and in the office of the Recorder of Deeds of St. Louis County, Missouri, in Book 2327 at Page 357; and

(d) A supplemental indenture, hereinafter sometimes called the “Third Supplemental Indenture,” dated as of April 1, 1951, which is recorded in the office of the Recorder of Deeds of the City of St. Louis, Missouri, in Book 7079 at Page 125 and in the office of the Recorder of Deeds of St. Louis County, Missouri, in Book 2869 at Page 275; and

WHEREAS, there have been heretofore duly executed and delivered four indentures between the Company and Mercantile Trust Company, to-wit:

(a) A supplemental indenture, hereinafter sometimes called the “Fourth Supple-mental Indenture,” dated as of December 1, 1954, which is recorded in the office of the Recorder of Deeds of the City of St. Louis, Missouri, in Book 7458 at Page 400 and in the office of the Recorder of Deeds of St. Louis County, Missouri, in Book 3342 at Page 34 and in the office of the Recorder of Deeds of Boone County, Missouri, in Book 294 at Page 477 and in the office of the Recorder of Deeds of Jefferson County, Missouri, in Book 434 at Page 574 and in the office of the Recorder of Deeds of St. Francois County, Missouri, in Book 552 at Page 1 and in the office of the Recorder of Deeds of Ste. Genevieve County, Missouri, in Book 198 at Page 721 and in the office of the Recorder of Deeds of Madison County, Missouri, in Book 77 at Page 183 and in the office of the Recorder of Deeds of Iron County, Missouri, in Book 224 at Page 632 and in the office of the Recorder of Deeds of Butler County, Missouri, in Book 507 at Page 1 and is filed in the office of the Secretary of State of Missouri under filing number 26,558; and

(b) A supplemental indenture, hereinafter sometimes called the “Fifth Supplemental Indenture,” dated as of May 1, 1957, which is recorded in the office of the Recorder of Deeds of the City of St. Louis, Missouri, in Book 7731 at Page 152 and in the office of the Recorder of Deeds of St. Louis County, Missouri, in Book 3766 at Page 1 and in the office of the Recorder of Deeds of Boone County, Missouri, in Book 294 at Page 494 and in the office of the Recorder of Deeds of Jefferson County, Missouri, in Book 434 at Page 611 and in the office of the Recorder of Deeds of St. Francois County, Missouri, in Book 552 at Page 38 and in the office of the Recorder of Deeds of Ste. Genevieve County, Missouri, in Book 199 at Page 1 and in the office of the Recorder of Deeds of Madison County, Missouri, in Book 77 at Page 220 and in the office of the Recorder of Deeds of Iron County, Missouri, in Book 226 at Page 1 and in the office of the Recorder of Deeds of Butler County, Missouri, in Book 507 at Page 38 and is filed in the office of the Secretary of State of Missouri under filing number 26,559; and

(c) A supplemental indenture, hereinafter sometimes called the “Sixth Supplemental Indenture,” dated as of July 1, 1960, which is recorded in the office of the Recorder of Deeds of the City of St. Louis, Missouri, in Book 8087 at Page 55 and in the office of the Recorder of Deeds of St. Louis County, Missouri, in Book 4348 at Page 1 and in the office of the Recorder of Deeds of Boone County, Missouri, in Book 294 at Page 535 and in the office of the Recorder of Deeds of Jefferson County, Missouri, in Book 434 at Page 651 and in the office of the Recorder of Deeds of St. Francois County, Missouri, in Book 552 at Page 78 and in the office of the Recorder of Deeds of Ste. Genevieve County, Missouri, in Book 199 at Page 22 and in the office of the Recorder of Deeds of Madison County, Missouri, in Book 77 at Page 260 and in the office of the Recorder of Deeds of Iron County, Missouri, in Book 226 at Page 42 and in the office of the Recorder of Deeds of Butler County, Missouri, in Book 507 at Page 62 and is filed in the office of the Secretary of State of Missouri under filing number 26,560; and

(d) A supplemental indenture, hereinafter sometimes called the “Seventh Supple-mental Indenture,” dated as of June 1, 1964, which is recorded in the office of the Recorder of Deeds of the City of St. Louis, Missouri, in Book 8506 at Page 215 and in the office of the Recorder of Deeds of St. Louis County, Missouri, in Book 5410 at Page 399 and in the office of the Recorder of Deeds of Boone County, Missouri, in Book 342 at Page 2 and in the office of the Recorder of Deeds of Jefferson County, Missouri, in Book 434 at Page 697 and in the office of the Recorder of Deeds of St. Francois County, Missouri, in Book 552 at Page 124 and in the office of the Recorder of Deeds of Ste. Genevieve County, Missouri, in Book 199 at Page 46 and in the office of the Recorder of Deeds of Madison County, Missouri, in Book 77 at Page 306 and in the office of the Recorder of Deeds of Iron County, Missouri, in Book 226 at Page 89 and in the office of the Recorder of Deeds of Butler County, Missouri, in Book 507 at Page 90 and is filed in the office of the Secretary of State of Missouri under filing number 26,561; and

WHEREAS, there have been heretofore duly executed and delivered eight indentures between the Company and Mercantile Trust Company National Association, to-wit:

(a) A supplemental indenture, hereinafter sometimes called the “Eighth Supple-mental Indenture,” dated as of April 15, 1966, which is recorded in the office of the Recorder of Deeds of the City of St. Louis, Missouri, in Book 8678 at Page 1 and in the office of the Recorder of Deeds of St. Louis County, Missouri, in Book 5949 at Page 450 and in the office of the Recorder of Deeds of Boone County, Missouri, in Book 361 at Page 148 and in the office of the Recorder of Deeds of Jefferson County, Missouri, in Book 434 at Page 746 and in the office of the Recorder of Deeds of St. Francois County, Missouri, in Book 552 at Page 172 and in the office of the Recorder of Deeds of Ste. Genevieve County, Missouri, in Book 199 at Page 71 and in the office of the Recorder of Deeds of Madison County, Missouri, in Book 77 at Page 354 and in the office of the Recorder of Deeds of Iron County, Missouri, in Book 226 at Page 138 and in the office of the Recorder of Deeds of Butler County, Missouri, in Book 507 at Page 118 and is filed in the office of the Secretary of State of Missouri under filing number 28,645; and

(b) A supplemental indenture, hereinafter sometimes called the “Ninth Supplemental Indenture,” dated as of May 1, 1968, which is recorded in the office of the Recorder of Deeds of the City of St. Louis, Missouri, in Book 8834 at Page 213 and in the office of the Recorder of Deeds of St. Louis County, Missouri, in Book 6323 at Page 1904 and in the office of the Recorder of Deeds of Boone County, Missouri, in Book 389 at Page 888 and in the office of the Recorder of Deeds of St. Charles County, Missouri, in Book 498 at Page 408 and in the office of the Recorder of Deeds of Jefferson County, Missouri, in Book 434 at Page 790 and in the office of the Recorder of Deeds of St. Francois County, Missouri, in Book 552 at Page 216 and in the office of the Recorder of Deeds of Ste. Genevieve County, Missouri, in Book 199 at Page 94 and in the office of the Recorder of Deeds of Madison County, Missouri, in Book 77 at Page 398 and in the office of the Recorder of Deeds of Iron County, Missouri, in Book 226 at Page 183 and in the office of the Recorder of Deeds of Butler County, Missouri, in Book 507 at Page 145 and is filed in the office of the Secretary of State of Missouri under filing number 87,403; and

(c) A supplemental indenture, hereinafter sometimes called the “Tenth Supplemental Indenture,” dated as of May 15, 1970, which is recorded in the office of the Recorder of Deeds of the City of St. Louis, Missouri, in Book 8988 at Page 52 and in the office of the Recorder of Deeds of St. Louis County, Missouri, in Book 6456 at Page 132 and in the office of the Recorder of Deeds of Boone County, Missouri, in Book 396 at Page 560 and in the office of the Recorder of Deeds of St. Charles County, Missouri, in Book 554 at Page 79 and in the office of the Recorder of Deeds of Jefferson County, Missouri, in Book 434 at Page 829 and in the office of the Recorder of Deeds of St. Francois County, Missouri, in Book 552 at Page 255 and in the office of the Recorder of Deeds of Ste. Genevieve County, Missouri, in Book 199 at Page 114 and in the office of the Recorder of Deeds of Madison County, Missouri, in Book 77 at Page 436 and in the office of the Recorder of Deeds of Iron County, Missouri, in Book 226 at Page 223 and in the office of the Recorder of Deeds of Butler County, Missouri, in Book 507 at Page 168 and is filed in the office of the Secretary of State of Missouri under filing number 154,857; and

(d) A supplemental indenture, hereinafter sometimes called the “Eleventh Supple-mental Indenture,” dated as of March 15, 1972, which is recorded in the office of the Recorder of Deeds of the City of St. Louis, Missouri, in Book 9133 at Page 4 and in the office of the Recorder of Deeds of St. Louis County, Missouri, in Book 6577 at Page 1993 and in the office of the Recorder of Deeds of Boone County, Missouri, in Book 401 at Page 706 and in the office of the Recorder of Deeds of St. Charles County, Missouri, in Book 620 at Page 157 and in the office of the Recorder of Deeds of Jefferson County, Missouri, in Book 435 at Page 23 and in the office of the Recorder of Deeds of Ste. Genevieve County, Missouri, in Book 199 at Page 210 and in the office of the Recorder of Deeds of St. Francois County, Missouri, in Book 552 at Page 640 and in the office of the Recorder of Deeds of Iron County, Missouri, in Book 226 at Page 282 and in the office of the Recorder of Deeds of Madison County, Missouri, in Book 78 at Page 1 and in the office of the Recorder of Deeds of Butler County, Missouri, in Book 507 at Page 265 and is filed in the office of the Secretary of State of Missouri under filing number 234,221; and

(e) A supplemental indenture, hereinafter sometimes called the “Twelfth Supple-mental Indenture,” dated as of March 15, 1974, which is recorded in the office of the Recorder of Deeds of the City of St. Louis, Missouri, in Book 40M at Page 1 and in the office of the Recorder of Deeds of St. Louis County, Missouri, in Book 6721 at Page 91 and in the office of the Recorder of Deeds of Boone County, Missouri, in Book 407 at Page 888 and in the office of the Recorder of Deeds of St. Charles County, Missouri, in Book 677 at Page 1445 and in the office of the Recorder of Deeds of Jefferson County, Missouri, in Book 465 at Page 976 and in the office of the Recorder of Deeds of Ste. Genevieve County, Missouri, in Book 210 at Page 255 and in the office of the Recorder of Deeds of St. Francois County, Missouri, in Book 598 at Page 683 and in the office of the Recorder of Deeds of Iron County, Missouri, in Book 237 at Page 1 and in the office of the Recorder of Deeds of Madison County, Missouri, in Book 84 at Page 117 and in the office of the Recorder of Deeds of Butler County, Missouri, in Book 535 at Page 540 and in the office of the Recorder of Deeds of Beckham County, Oklahoma, in Book 127 at Page 149 and in the office of the County Clerk of Wheeler County, Texas, in Trust Vol. 58 at Page 731 and is filed in the office of the Secretary of State of Missouri under filing number 333,360; and

(f) A supplemental indenture, hereinafter sometimes called the “Thirteenth Supple-mental Indenture,” dated as of June 1, 1975, which is recorded in the office of the Recorder of Deeds of the City of St. Louis, Missouri, in Book 70M at Page 2061 and in the office of the Recorder of Deeds of St. Louis County, Missouri, in Book 6796 at Page 1447 and in the office of the Recorder of Deeds of Boone County, Missouri, in Book 411 at Page 9 and in the office of the Recorder of Deeds of St. Charles County, Missouri, in Book 704 at Page 1739 and in the office of the Recorder of Deeds of Jefferson County, Missouri, in Book 481 at Page 292 and in the office of the Recorder of Deeds of Ste. Genevieve County, Missouri, in Book 124 at Page 225 and in the office of the Recorder of Deeds of St. Francois County, Missouri, in Book 624 at Page 359 and in the office of the Recorder of Deeds of Iron County, Missouri, in Book 242 at Page 234 and in the office of the Recorder of Deeds of Madison County, Missouri, in Book 86 at Pages 483-532 and in the office of the Recorder of Deeds of Butler County, Missouri, in Book 547 at Page 300 and in the office of the Recorder of Deeds of Beckham County, Oklahoma, in Book 130 at Page 416 and in the office of the County Clerk of Wheeler County, Texas, in Trust Vol. 59 at Page 649 and in the office of the Clerk of Court for Sabine Parish, Louisiana, under Registry No. 227328 in Mtg. Book 108 at Page 478 and in the office of the Clerk of Court for

DeSoto Parish, Louisiana, under Registry No. 378628 in Mtg. Book 115 at Page 803 and in the office of the Clerk of Court for St. Mary Parish, Louisiana, under Registry No. 124894 in Mtg. Book 343 at Page 293 and in the office of the Clerk of Court for Red River Parish, Louisiana, under Registry No. 128419 in Mtg. Book 75 at Page 546 and is filed in the office of the Secretary of State of Missouri under filing number 397,857; and

(g) A supplemental indenture, hereinafter sometimes called the “Fourteenth Supple-mental Indenture,” dated as of October 26, 1976, which is recorded in the office of the Recorder of Deeds of the City of St. Louis, Missouri, in Book 108M at Page 131 and in the office of the Recorder of Deeds of St. Louis County, Missouri, in Book 6907 at Page 1970 and in the office of the Recorder of Deeds of Boone County, Missouri, in Book 416 at Page 192 and in the office of the Recorder of Deeds of St. Charles County, Missouri, in Book 745 at Page 40 and in the office of the Recorder of Deeds of Jefferson County, Missouri, in Book 507 at Page 669 and in the office of the Recorder of Deeds of Ste. Genevieve County, Missouri, in Book 241 at Page 279 and in the office of the Recorder of Deeds of St. Francois County, Missouri, in Book 654 at Page 132 and in the office of the Recorder of Deeds of Iron County, Missouri, in Book 248 at Page 795 and in the office of the Recorder of Deeds of Madison County, Missouri, in Book 89 at Pages 694-700 and in the office of the Recorder of Deeds of Butler County, Missouri, in Book 565 at Page 57 and in the office of the Recorder of Deeds of Beckham County, Oklahoma, in Book 315 at Page 146 and in the office of the County Clerk of Wheeler County, Texas, in the Deed Records Vol. 260 at Page 991 and in the office of the Clerk of Court for Sabine Parish, Louisiana, under Registry No. 233001 in Mtg. Book 114 at Page 208 and in the office of the Clerk of Court for DeSoto Parish, Louisiana, under Registry No. 389929 in Mtg. Book 122 at Page 15 and in the office of the Clerk of Court for St. Mary Parish, Louisiana, under Registry No. 129850 in Mtg. Book 360 at Page 593 and in the office of the Clerk of Court for Red River Parish, Louisiana, under Registry No. 131795 in Mtg. Book 79 at Page 21 and is filed in the office of the Secretary of State of Missouri under filing number 479,397 and is filed in the office of the Secretary of State of Missouri pursuant to R.S.Mo. 443.451 under filing number 2590089; and

(h) A supplemental indenture, hereinafter sometimes called the “Fifteenth Supple-mental Indenture,” dated as of July 15, 1979, which is recorded in the office of the Recorder of Deeds of the City of St. Louis, Missouri, in Book 202M at Page 1288 and in the office of the Recorder of Deeds of St. Louis County, Missouri, in Book 7181 at Page 23 and in the office of the Recorder of Deeds of Boone County, Missouri, in Book 430 at Page 273 and in the office of the Recorder of Deeds of St. Charles County, Missouri, in Book 846 at Page 880 and in the office of the Recorder of Deeds of Jefferson County, Missouri, in Book 580 at Page 278 and in the office of the Recorder of Deeds of Ste. Genevieve County, Missouri, in Book 285 at Page 93 and in the office of the Recorder of Deeds of St. Francois County, Missouri, in Book 722 at Page 57 and in the office of the Recorder of Deeds of Iron County, Missouri, in Book 262 at Pages 709-770 and in the office of the Recorder of Deeds of Madison County, Missouri, in Book 98 at Pages 720-781 and in the office of the Recorder of Deeds of Butler County, Missouri, in Book 597 at Page 661 and in the office of the County Clerk of Beckham County, Oklahoma, in Misc. Record Book 385 at Page 230 and in the office of the County Clerk of Roger Mills County, Oklahoma, in Book 273 at Pages 54-116 and in the office of the County Clerk of Blaine County, Oklahoma, in Book 325 Misc. Page 1 and in the office of the County Clerk of Wheeler County, Texas, in Deed of Trust Records, Vol. 64 at Page 707 and in the office of the County Clerk of

Lipscomb County, Texas, in the Deed of Trust Records, Vol. 196 at Page 607 and in the office of the County Clerk of Roberts County, Texas, in the Deed of Trust Records, Vol. 30 at Page 45 and in the office of the County Clerk of Hemphill County, Texas, in the Deed of Trust Records, Vol. 59 at Page 428 and in the office of the Clerk of the Court for St. Mary Parish, Louisiana, under Registry No. 141319 in Mtg. Book 402 at Page 2 and in the office of the Clerk of the Court for the DeSoto Parish, Louisiana, under Registry No. 417237 in Mtg. Book 136 at Page 524 and in the office of the Clerk of the Court for Sabine Parish, Louisiana, under Registry No. 246026 in Mtg. Book 128 at Page 86 and in the office of the Clerk of the Court for Red River Parish, Louisiana, under Registry No. 141470 in Mtg. Book 87 at Page 619 and in the office of the Clerk of the Court for Terrebonne Parish, Louisiana, under Registry No. 602396 and is filed in the office of the Secretary of State of Missouri under Document Number 667303; and

WHEREAS, there have been heretofore duly executed and delivered two indentures between the Company and Mercantile Bank National Association, to-wit:

(a) A supplemental indenture, hereinafter sometimes called the “Sixteenth Supple-mental Indenture,” dated as of May 1, 1986, which is recorded in the office of the Recorder of Deeds of the City of St. Louis, Missouri, in Book M-529 at Page 655 and in the office of the Recorder of Deeds of St. Louis County, Missouri, in Book 7902 at Page 1138 and in the office of the Recorder of Deeds of Boone County, Missouri, in Book 573 at Page 2 and in the office of the Recorder of Deeds of St. Charles County, Missouri, in Book 1080 at Page 1577 and in the office of the Recorder of Deeds of Jefferson County, Missouri, in Book 197 at Page 1 and in the office of the Recorder of Deeds of Ste. Genevieve County, Missouri, in Book 407 at Page 137 and in the office of the Recorder of Deeds of St. Francois County, Missouri, in Book 894 at Page 138 and in the office of the Recorder of Deeds of Iron County, Missouri, in Book 293 at Page 797 and in the office of the Recorder of Deeds of Madison County, Missouri, in Book 116 at Page 589 and in the office of the Recorder of Deeds of Butler County, Missouri, in Book 669 at Page 228 and in the office of the County Clerk of Roger Mills County, Oklahoma, in Book 807 at Page 120 and in the office of the County Clerk of Wheeler County, Texas, in Deed of Trust Records, Vol. 91 at Page 191, and in Deed Records, Vol. 348 at Page 69 and in the office of the Secretary of State of Texas under Document Number 131214 and is filed in the office of the Secretary of State of Missouri under Document Number 1322775; and

(b) A supplemental indenture, hereinafter sometimes called the “Seventeenth Supplemental Indenture,” dated as of May 15, 1988, which is recorded in the office of the Recorder of Deeds of the City of St. Louis, Missouri, in Book M-669 at Page 258 and in the office of the Recorder of Deeds of St. Louis County, Missouri, in Book 8315 at Page 902 and in the office of the Recorder of Deeds of Boone County, Missouri, in Book 676 at Page 449 and in the office of the Recorder of Deeds of St. Charles County, Missouri, in Book 1212 at Page 1948 and in the office of the Recorder of Deeds of Jefferson County, Missouri, in Book 396 at Page 1987 and in the office of the Recorder of Deeds of Ste. Genevieve County, Missouri, in Book 459 at Page 289 and in the office of the Recorder of Deeds of St. Francois County, Missouri, in Book 962 at Page 8 and in the office of the Recorder of Deeds of Iron County, Missouri, in Book 303 at Page 527 and in the office of the Recorder of Deeds of Madison County, Missouri, in Book 123 at Page 243 and in the office of the Recorder of Deeds of Butler County, Missouri, in Book 691 at Page 620 and in the office of the County Clerk of Roger Mills County, Oklahoma, in Book 973 at Page 1 and in the office of the County Clerk of Wheeler County, Texas, in Deed

of Trust Records, Vol. 91 at Page 234, and in Deed Records, Vol. 369 at Page 386 and in the office of the Secretary of State of Texas under Document Number 86131214 and is filed in the office of the Secretary of State of Missouri under Document Number 1596374 and is filed in the office of the Secretary of State of Missouri pursuant to R.S.Mo. 443.451 under filing number 2590090; and

WHEREAS, there have been heretofore duly executed and delivered five indentures between the Company and Mercantile Bank of St. Louis National Association, to-wit:

(a) A supplemental indenture, hereinafter sometimes called the “Eighteenth Supple-mental Indenture,” dated as of November 15, 1989, which is recorded in the office of the Recorder of Deeds of the City of St. Louis, Missouri, in Book 762M at Page 1126 and in the office of the Recorder of Deeds of St. Louis County, Missouri, in Book 8646 at Page 2196 and in the office of the Recorder of Deeds of Boone County, Missouri, in Book 748 at Page 17 and in the office of the Recorder of Deeds of St. Charles County, Missouri, in Book 1294 at Page 631 and in the office of the Recorder of Deeds of Jefferson County, Missouri, in Book 442 at Page 14 and in the office of the Recorder of Deeds of Ste. Genevieve County, Missouri, in Book 498 at Page 13 and in the office of the Recorder of Deeds of St. Francois County, Missouri, in Book 1012 at Page 36 and in the office of the Recorder of Deeds of Iron County, Missouri, in Book 311 at Page 503 and in the office of the Recorder of Deeds of Madison County, Missouri, in Book 127 at Page 682 and in the office of the Recorder of Deeds of Butler County, Missouri, in Book 709 at Page 78 and in the office of the County Clerk of Roger Mills County, Oklahoma, in Book 1094 at Page 263 and in the office of the County Clerk of Wheeler County, Texas, in Deed of Trust Records, Vol. 93 at Page 630 and in the office of the Secretary of State of Texas under Document Number 252980 and is filed in the office of the Secretary of State of Missouri under Document Number 1798065 and is filed in the office of the Secretary of State of Missouri pursuant to R.S.Mo. 443.451 under filing number 2590091; and

(b) A supplemental indenture, hereinafter sometimes called the “Nineteenth Supple-mental Indenture,” dated as of May 15, 1991, which is recorded in the office of the Recorder of Deeds of the City of St. Louis, Missouri, in Book 848 at Page 716 and in the office of the Recorder of Deeds of St. Louis County, Missouri, in Book 8983 at Page 1095 and in the office of the Recorder of Deeds of Boone County, Missouri, in Book 821 at Page 79 and in the office of the Recorder of Deeds of St. Charles County, Missouri, in Book 1370 at Page 1846 and in the office of the Recorder of Deeds of Jefferson County, Missouri, in Book 483 at Page 1909 and in the office of the Recorder of Deeds of Ste. Genevieve County, Missouri, in Book 541 at Page 82 and in the office of the Recorder of Deeds of St. Francois County, Missouri, in Book 1060 at Page 253 and in the office of the Recorder of Deeds of Iron County, Missouri, in Book 319 at Page 355 and in the office of the Recorder of Deeds of Madison County, Missouri, in Book 132 at Page 44 and in the office of the Recorder of Deeds of Butler County, Missouri, in Book 725 at Page 442 and in the office of the County Clerk of Roger Mills County, Oklahoma, in Book 1213 at Page 105, UCC Filing No. 135, and in the office of the County Clerk of Oklahoma County, Oklahoma, UCC Filing No. 023021, and in the office of the County Clerk of Wheeler County, Texas, in Deed of Trust Records, Vol. 96 at Page 96 and in Deed Records, Book 399 at Page 254, and in the office of the Secretary of State of Texas under Document Number 088153 and is filed in the office of the Secretary of State of Missouri under Document Number 1999268 and is filed in the office of the Secretary of State of Missouri pursuant to R.S.Mo. 443.451 under filing number 2590092; and

(c) A supplemental indenture, hereinafter sometimes called the “Twentieth Supple-mental Indenture,” dated as of November 1, 1992, which is recorded in the office of the Recorder of Deeds of the City of St. Louis, Missouri, in Book M945 at Page 1068 and in the office of the Recorder of Deeds of St. Louis County, Missouri, in Book 9494 at Page 423 and in the office of the Recorder of Deeds of Boone County, Missouri, in Book 937 at Page 144 and in the office of the Recorder of Deeds of St. Charles County, Missouri, in Book 1491 at Page 1289 and in the office of the Recorder of Deeds of Jefferson County, Missouri, in Book 543 at Page 2135 and in the office of the Recorder of Deeds of Ste. Genevieve County, Missouri, in Book 594 at Page 10 and in the office of the Recorder of Deeds of St. Francois County, Missouri, in Book 1121 at Page 458 and in the office of the Recorder of Deeds of Iron County, Missouri, in Book 326 at Page 888 and in the office of the Recorder of Deeds of Madison County, Missouri, in Book 137 at Page 166 and in the office of the Recorder of Deeds of Butler County, Missouri, in Book 747 at Page 72 and in the office of the Recorder of Deeds of Franklin County, Missouri, in Book 712 at Page 889 and in the office of the County Clerk of Roger Mills County, Oklahoma, in Book 1303 at Page 39, UCC Filing No. 296, and in the office of the County Clerk of Oklahoma County, Oklahoma, UCC Filing No. 056514, and in the office of the County Clerk of Wheeler County, Texas, in Deed of Trust Records, Book 98 at Page 88 and in Deed Records, Book 409 at Page 589, and in the office of the Secretary of State of Texas under Document Number 212435 and is filed in the office of the Secretary of State of Missouri under Document Number 2188520 and is filed in the office of the Secretary of State of Missouri pursuant to R.S.Mo. 443.451 under filing number 2590093; and

(d) A supplemental indenture, hereinafter sometimes called the “Twenty-First Supplemental Indenture,” dated as of May 1, 1993, which is recorded in the office of the Recorder of Deeds of the City of St. Louis, Missouri, in Book M982 at Page 0356 and in the office of the Recorder of Deeds of St. Louis County, Missouri, in Book 9701 at Page 797 and in the office of the Recorder of Deeds of Boone County, Missouri, in Book 979 at Page 722 and in the office of the Recorder of Deeds of St. Charles County, Missouri, in Book 1542 at Page 1449 and in the office of the Recorder of Deeds of Jefferson County, Missouri, in Book 567 at Page 2217 and in the office of the Recorder of Deeds of Ste. Genevieve County, Missouri, in Book 610 at Page 136 and in the office of the Recorder of Deeds of St. Francois County, Missouri, in Book 1142 at Page 84 and in the office of the Recorder of Deeds of Iron County, Missouri, in Book 328 at Page 508 and in the office of the Recorder of Deeds of Madison County, Missouri, in Book 139 at Page 361 and in the office of the Recorder of Deeds of Butler County, Missouri, in Book 753 at Page 328 and in the office of the Recorder of Deeds of Franklin County, Missouri, in Book 743 at Page 638 and in the office of the County Clerk of Roger Mills County, Oklahoma, in Book 1337 at Page 10, UCC Filing No. 109, and in the office of the County Clerk of Oklahoma County, Oklahoma, UCC Filing No. 023874 and in the office of the County Clerk of Wheeler County, Texas, in Deed of Trust Records, Book 98 at Page 804 and in Deed Records, Book 413 at Page 387, and in the office of the Secretary of State of Texas under Document No. 086970 and is filed in the office of the Secretary of State of Missouri under Document No. 2259648 and is filed in the office of the Secretary of State of Missouri pursuant to R.S.Mo. 443.451 under filing number 2590094; and

(e) A supplemental indenture, hereinafter sometimes called the “Twenty-Second Supplemental Indenture,” dated as of November 15, 1995, which is filed in the office of the Secretary of State of Missouri pursuant to R.S.Mo. 443.451 under filing number 2604323; and

WHEREAS, there have been heretofore duly executed and delivered three indentures between the Company and State Street Bank and Trust Company of Missouri, N.A., to-wit:

(a) A supplemental indenture, hereinafter sometimes called the “Twenty-Third Supplemental Indenture,” dated as of October 15, 1997, which is filed in the office of the Secretary of State of Missouri pursuant to R.S.Mo. 443.451 under filing number 2841222; and

(b) A supplemental indenture, hereinafter sometimes called the “Twenty-Fourth Supplemental Indenture,” dated as of June 1, 1999, which is filed in the office of the Secretary of State of Missouri pursuant to R.S.Mo. 443.451 under filing number 3039096; and

(c) A supplemental indenture, hereinafter sometimes called the “Twenty-Fifth Supplemental Indenture,” dated as of September 15, 2000, which is filed in the office of the Secretary of the State of Missouri pursuant to R.S.Mo. 443.451 under filing number 4088953; and

WHEREAS, there has been heretofore duly executed and delivered six supplemental indentures between the Company and UMB Bank & Trust, N.A., to-wit:

(a) A supplemental indenture, hereinafter sometimes called the “Twenty-Sixth Supplemental Indenture,” dated as of June 15, 2001, which is filed in the office of the Secretary of State of the State of Missouri pursuant to R.S.Mo. 443.451 under filing number 4178825; and

(b) A supplemental indenture, hereinafter sometimes called the “Twenty-Seventh Supplemental Indenture,” dated as of April 15, 2004, which is filed in the office of the Secretary of State of the State of Missouri pursuant to R.S.Mo. 443.451 under filing number 20040045002J; and

(c) A supplemental indenture, hereinafter sometimes called the “Twenty-Eighth Supplemental Indenture,” dated as of April 15, 2004, which is filed in the office of the Secretary of State of the State of Missouri pursuant to R.S.Mo. 443.451 under filing number 20040045001H; and

(d) A supplemental indenture, hereinafter sometimes called the “Twenty-Ninth Supplemental Indenture,” dated as of June 1, 2006, which is filed in the office of the Secretary of State of the State of Missouri pursuant to R.S.Mo. 443.451 under filing number 20060063448E; and

(e) A supplemental indenture, hereafter sometimes called the “Thirtieth Supplemental Indenture,” dated as of September 15, 2008, which is filed in the office of the Secretary of State of the State of Missouri pursuant to R.S.Mo. 443.451 under filing number 20080102574M; and

(f) A supplemental indenture, hereafter sometimes called the “Thirty-First Supplemental Indenture,” dated as of March 15, 2013, which is filed in the office of the Secretary of State of the State of Missouri pursuant to R.S.Mo. 443.451 under filing number 1303141991416; and

WHEREAS, the Company is the same corporation as is designated in the Original and First and Second Supplemental Indentures as The Laclede Gas Light Company, which was the Company’s corporate name, but before the date of the Third Supplemental Indenture its corporate name was duly changed to, and now is, Laclede Gas Company; and

WHEREAS, UMB Bank & Trust, n.a., the party of the second part to this Thirty-Second Supplemental Indenture, is the present Trustee under the Original Indenture, being the successor to State Street Bank and Trust Company of Missouri, N. A., which was the successor to Mercantile Bank of St. Louis National Association (from which State Street Bank and Trust Company of Missouri, N.A., acquired certain corporate trust assets), which was the successor to Mercantile Bank National Association, which was the successor to Mercantile Trust Company National Association, which was the successor to Mercantile Trust Company (which in turn was the corporation resulting from a consolidation on August 31, 1951, to which Mississippi Valley Trust Company, the original Trustee, was a party); and

WHEREAS, there are now outstanding under the Twenty-Fourth Supplemental Indenture, First Mortgage Bonds of the 7% Series due June 1, 2029; under the Twenty-Fifth Supplemental Indenture, First Mortgage Bonds of the 7.90% Series due September 15, 2030; under the Twenty-Seventh Supplemental Indenture, First Mortgage Bonds of the 5 ¹ / ₂ % Series due May 1, 2019; under the Twenty-Eighth Supplemental Indenture, First Mortgage Bonds of the 6% Series due May 1, 2034; under the Twenty-Ninth Supplemental Indenture, First Mortgage Bonds of the 6.15% Series due June 1, 2036; under the Thirtieth Supplemental Indenture, First Mortgage Bonds of the 6.35% Series due October 15, 2038; and under the Thirty-First Supplemental Indenture, First Mortgage Bonds of the 3.00% Series due March 15, 2023 and First Mortgage Bonds of the 3.40% Series due March 15, 2028; but all bonds of the twenty three series provided for respectively by the First, Second, Third, Fourth, Fifth, Sixth, Seventh, Eighth, Ninth, Tenth, Eleventh, Twelfth, Thirteenth, Fifteenth, Sixteenth, Seventeenth, Eighteenth, Nineteenth, Twentieth, Twenty-First, Twenty-Second, Twenty-Third and Twenty-Sixth Supplemental Indentures and the First Mortgage Bonds of the 3 1/2% Series issued under the Original Indenture have ceased to be outstanding; and

WHEREAS, the Company desires to create three new series of bonds under the Mortgage to be designated as “First Mortgage Bonds, 2.000% Series due August 15, 2018” (hereinafter sometimes referred to as the “2018 Series”), for an aggregate principal amount of $100,000,000, “First Mortgage Bonds, 3.400% Series due August 15, 2023” (hereinafter sometimes referred to as the “2023 Series”), for an aggregate principal amount of $250,000,000, and “First Mortgage Bonds, 4.625% Series due August 15, 2043 (hereinafter sometimes referred to as the “2043 Series”), for an aggregate principal amount of $100,000,000, in each case to be issued as fully registered bonds without coupons, the definitive bonds (certain of the provisions of which may be printed on the reverse side thereof) and the Trustee’s certificate of authentication thereof to be substantially in the following forms, respectively:

(FORM OF FULLY REGISTERED BOND OF 2018 SERIES)

UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”), 55 WATER STREET, NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND SUCH SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

UNLESS IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH SUCCESSOR.

LACLEDE GAS COMPANY

FIRST MORTGAGE BOND,

2.000% Series due August 15, 2018


No.		$

LACLEDE GAS COMPANY, a corporation of the State of Missouri (hereinafter called “the Company”), for value received hereby promises to pay to or registered assigns, at the office or agency of the Company in the Borough of Manhattan, The City of New York, or at the option of the registered owner hereof at the office or agency of the Company in the City of St. Louis, State of Missouri, Dollars on the fifteenth day of August, 2018 (or upon earlier redemption), by check or draft (or as otherwise provided herein) in such coin or currency of the United States of America as at the time of payment shall be legal tender for public and private debts, and to pay to the registered owner hereof by check or draft (or as otherwise provided herein) interest thereon from and including August 13, 2013 or from the fifteenth day of February or August next preceding the date of this bond to which date interest has been paid or duly provided for (or, if this bond is dated any date after the record date for any interest payment date and on or before such interest payment date, then from such interest payment date), at the rate of 2.000% per annum, in like coin or currency at either of said offices or agencies at the option of the registered owner hereof, on February 15 and August 15 in each year, until the Company's obligation with respect to the payment of such principal shall have been discharged. If any interest payment date or any date of maturity or redemption of principal of this bond falls on a day that is not a Business Day (as defined below), principal and/or interest payable on such date will be paid on the succeeding Business Day with the same force and effect as if it were paid on the date such payment was due, and no interest will accrue on the amount so payable for the period from and after such date to such succeeding Business Day. “Business Day” means any day other than a Saturday, Sunday, or other day on which commercial banks are authorized or required by law, regulation, or executive order to close in the Borough of Manhattan, The City of New York, or in the City of St. Louis, State of Missouri or on

which the corporate trust office of the Trustee is closed for business. The interest so payable on any February 15 or August 15 will, subject to certain exceptions provided in the Mortgage hereinafter mentioned, be paid to the person in whose name this bond is registered at the close of business on the record date, which shall be February 1 or August 1, as the case may be, next preceding such interest payment date (whether or not a Business Day). Notwithstanding the foregoing, so long as the holder is The Depository Trust Company (“DTC”) or a nominee thereof, such payments of principal and interest will be made in accordance with the Blanket Issuer Letter of Representations dated April 20, 2004 between DTC and the Company (or such successor arrangement thereto). If a registered owner of an aggregate principal amount in excess of $100,000 of the bonds so requests, payments of principal and interest to that registered owner shall be made by electronic transfer to an account at a commercial bank or savings institution located in the continental United States designated in writing by such registered owner. Any such request must be made in writing to the Company and UMB Bank & Trust, n.a. (hereinafter sometimes referred to as the “Trustee”) at least 10 days in advance of such payment and must specify the name and address of the receiving bank, its ABA routing number, and the account name and number to receive the electronic transfer.

This bond is one of an issue of bonds of the Company, issuable in series, and is one of a series known as its First Mortgage Bonds, 2.000% Series due August 15, 2018 (hereinafter referred to as the “2018 Series”), all bonds of all series issued and to be issued under and equally secured (except in so far as any sinking or other fund established in accordance with the provisions of the Mortgage hereinafter mentioned may afford additional security for the bonds of any particular series) by a Mortgage and Deed of Trust (hereinafter referred to as the “Original Indenture”) dated as of February 1, 1945, executed by the Company to Mississippi Valley Trust Company, which was succeeded through consolidation by Mercantile Trust Company, which was succeeded by Mercantile Trust Company National Association, which was succeeded by Mercantile Bank National Association, which was succeeded by Mercantile Bank of St. Louis National Association, which was succeeded by State Street Bank and Trust Company of Missouri, N.A., which in turn was succeeded by UMB Bank & Trust, n.a., as Trustee, and indentures supplemental thereto, including the Thirty-Second Supplemental Indenture thereto dated as of August 13, 2013 (hereinafter referred to as the “Thirty-Second Supplemental Indenture”), said Mortgage and Deed of Trust as supplemented being herein called the “Mortgage,” to which reference is made for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the owners of the bonds in respect thereof, the duties and immunities of the Trustee, and the terms and conditions upon which the bonds are secured. Subject to the provisions of the next paragraph, with the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or of the owners of the bonds and/or coupons and/or the terms and provisions of the Mortgage and/or of any instruments supplemental thereto may be modified or altered by the affirmative vote of the owners of at least sixty-six and two-thirds percent (66 2/3%) in principal amount of the bonds affected by such modification or alteration (including the bonds of the 2018 Series, if so affected), then outstanding under the Mortgage (excluding bonds disqualified from voting by reason of the Company’s interest therein as provided in the Mortgage); provided that no such modification or alteration shall permit the extension of the maturity of the principal of this bond or the reduction in the rate of interest hereon or any other modification in the terms of payment of such principal or interest, or the creation of a lien on the mortgaged and pledged property ranking prior to or on a parity with the lien of the Mortgage or the deprivation of the

owner hereof of a lien upon such property without the consent of the owner hereof, except that the owners of not less than seventy-five percent (75%) in principal amount of the bonds at any time outstanding under the Mortgage (including a like percent of the principal amount of the bonds of the 2018 Series, if any interest payment on bonds of the 2018 Series is to be affected) may consent on behalf of the owners of all bonds at any time outstanding to the postponement of any interest payment for a period not exceeding three years from its due date.

Each initial and future holder of this bond and every other bond of the of the 2018 Series, by its acquisition of an interest herein or therein, irrevocably (1) consents to the amendments of the Mortgage set forth in Section 9.1 of Article IX of the Thirty-Second Supplemental Indenture without any other or further action by any holder of such bonds, including without limitation to the amendment to the Mortgage to change the vote required for modifications and alterations of the rights and obligations of the Company and/or of the owners of the bonds and/or coupons and/or the terms and provisions of the Mortgage and/or of any instruments supplemental thereto referenced in the last sentence of the preceding paragraph from the affirmative vote of the owners of at least sixty-six and two-thirds percent (66 2/3%) in principal amount of the bonds affected by such modification or alteration to the affirmative vote of the owners of at least a majority in principal amount of the bonds affected by such modification or alteration; and (2) designates the Trustee, and its successors, as its proxy with irrevocable instructions to vote and deliver written consents on its behalf in favor of such amendments at any bondholder meeting, in any consent solicitation in lieu of any bondholder meeting or otherwise.

The bonds of the 2018 Series are redeemable prior to maturity, in whole or in part, upon the notice referred to below, and otherwise subject to the provisions of the Mortgage: (i) pursuant to paragraph (B) of Section 13.06 of the Original Indenture (having reference to the taking of all the mortgaged property by eminent domain and certain comparable contingencies) at 100% of the principal amount thereof, together with accrued interest thereon to the date fixed for redemption; or (ii) pursuant to Section 3.2 of the Thirty-Second Supplemental Indenture, at a redemption price equal to 100% of the principal amount to be redeemed plus the Make-Whole Amount (as defined in the Thirty-Second Supplemental Indenture) determined for the redemption date with respect to such principal amount, plus accrued interest thereon to the date fixed for redemption without premium. The Company will give each holder of bonds of the 2018 Series written notice of each optional redemption under Section 3.2 of the Thirty-Second Supplemental Indenture not less than thirty (30) days and not more than sixty (60) days prior to the date fixed for such redemption. Each such notice shall specify such redemption date (which shall be a Business Day), the aggregate principal amount of the bonds to be redeemed on such date, the principal amount of each bond held by such holder to be redeemed (determined in accordance with Section 3.2 of the Thirty-Second Supplemental Indenture), and the interest to be paid on the redemption date with respect to such principal amount being redeemed, and, if applicable, shall be accompanied by a certificate of the chief financial officer, principal accounting officer, treasurer or controller of the Company (each a “Senior Financial Officer”) as to the estimated Make-Whole Amount due in connection with such redemption (calculated as if the date of such notice were the date of the redemption), setting forth the details of such computation. Two Business Days prior to a redemption pursuant to clause (ii) above, the Company shall deliver to each holder of bonds of the 2018 Series a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified redemption date. The bonds of the 2018 Series shall also be redeemable in whole only pursuant

to Section 3.4 of the Thirty-Second Supplemental Indenture in the event that (i) the Company does not complete the MGE Acquisition (as defined in the Thirty-Second Supplemental Indenture) on or prior to May 31, 2014 or (ii) the Purchase Agreement (as defined in the Thirty-Second Supplemental Indenture) is terminated at any time prior to May 31, 2014. Except as set forth above, the bonds of the 2018 Series are not redeemable prior to August 15, 2018.

The principal hereof and the interest accrued hereon may be declared or may become due on the conditions, in the manner, and at the time set forth in the Mortgage, upon the occurrence of a completed default as in the Mortgage provided.

At the option of the registered owner, any bonds of the 2018 Series, upon surrender thereof at the office or agency of the Company in the Borough of Manhattan, The City of New York, or in the City of St. Louis, State of Missouri, together with a written instrument of transfer in form approved by the Company duly executed by the registered owner or his duly authorized attorney, shall, subject to the provisions of Section 2.05 of the Original Indenture, be exchangeable for a like aggregate amount of fully registered bonds of the same series of other authorized denominations.

This bond is transferable as prescribed in the Mortgage by the registered owner hereof in person, or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York, or in the City of St. Louis, upon surrender and cancellation of this bond and upon presentation of a written instrument of transfer, duly executed, with signature guaranteed by a signature guarantor that is a participant in a nationally recognized signature guaranty program, and upon payment, if the Company shall require it, of the transfer charges prescribed in the Mortgage, and thereupon, a new fully registered bond of the same series for a like principal amount will be issued to the transferee in exchange herefor as provided in the Mortgage. The Company and the Trustee may deem and treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment and for all other purposes.

No recourse shall be had for the payment of the principal of or of interest on this bond against any incorporator or any past, present or future subscriber to the capital stock, stockholder, officer or director of the Company or of any predecessor or successor corporation, as such, either directly or through the Company or any predecessor or successor corporation, under any rule of law, statute or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, subscribers, stockholders, officers and directors, as such, being released by the owner hereof by the acceptance of this bond and being likewise waived and released by the terms of the Mortgage.

This bond shall not become obligatory until UMB Bank & Trust, n.a., the Trustee under the Mortgage, or its successor thereunder, shall have signed the form of certificate endorsed hereon.

IN WITNESS WHEREOF, LACLEDE GAS COMPANY has caused this instrument to be signed in its name by its President or one of its Vice-Presidents, by his or her signature or a facsimile thereof, and a facsimile of its corporate seal to be imprinted hereon and attested by its Secretary or one of its Assistant Secretaries, by his or her signature or a facsimile thereof.


Dated	LACLEDE GAS COMPANY

	By
		President

ATTEST:


Secretary

(FORM OF FULLY REGISTERED BOND OF 2023 SERIES)

LACLEDE GAS COMPANY

FIRST MORTGAGE BOND,

3.40% Series due August 15, 2023


No.		$

LACLEDE GAS COMPANY, a corporation of the State of Missouri (hereinafter called “the Company”), for value received hereby promises to pay to or registered assigns, at the office or agency of the Company in the Borough of Manhattan, The City of New York, or at the option of the registered owner hereof at the office or agency of the Company in the City of St. Louis, State of Missouri, Dollars on the fifteenth day of August, 2023 (or upon earlier redemption), by check or draft (or as otherwise provided herein) in such coin or currency of the United States of America as at the time of payment shall be legal tender for public and private debts, and to pay to the registered owner hereof by check or draft (or as otherwise provided herein) interest thereon from and including August 13, 2013 or from the fifteenth day of February or August next preceding the date of this bond to which date interest has been paid or duly provided for (or, if this bond is dated any date after the record date for any interest payment date and on or before such interest payment date, then from such interest payment date), at the rate of 3.400% per annum, in like coin or currency at either of said offices or agencies at the option of the registered owner hereof, on February 15 and August 15 in each year, until the Company's obligation with respect to the payment of such principal shall have been discharged. If any interest payment date or any date of maturity or redemption of principal of this bond falls on a day that is not a Business Day (as defined below), principal and/or interest payable on such date will be paid on the succeeding Business Day with the same force and effect as if it were paid on the date such payment was due, and no interest will accrue on the amount so payable for the period from and after such date to such succeeding Business Day. “Business Day” means any day other than a Saturday, Sunday, or other day on which commercial banks are authorized or required by law, regulation, or executive order to close in the Borough of Manhattan, The City of New York, or in the City of St. Louis, State of Missouri or on

This bond is one of an issue of bonds of the Company, issuable in series, and is one of a series known as its First Mortgage Bonds, 3.400% Series due August 15, 2023 (hereinafter referred to as the “2023 Series”), all bonds of all series issued and to be issued under and equally secured (except in so far as any sinking or other fund established in accordance with the provisions of the Mortgage hereinafter mentioned may afford additional security for the bonds of any particular series) by a Mortgage and Deed of Trust (hereinafter referred to as the “Original Indenture”) dated as of February 1, 1945, executed by the Company to Mississippi Valley Trust Company, which was succeeded through consolidation by Mercantile Trust Company, which was succeeded by Mercantile Trust Company National Association, which was succeeded by Mercantile Bank National Association, which was succeeded by Mercantile Bank of St. Louis National Association, which was succeeded by State Street Bank and Trust Company of Missouri, N.A., which in turn was succeeded by UMB Bank & Trust, n.a., as Trustee, and indentures supplemental thereto, including the Thirty-Second Supplemental Indenture thereto dated as of August 13, 2013 (hereinafter referred to as the “Thirty-Second Supplemental Indenture”), said Mortgage and Deed of Trust as supplemented being herein called the “Mortgage,” to which reference is made for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the owners of the bonds in respect thereof, the duties and immunities of the Trustee, and the terms and conditions upon which the bonds are secured. Subject to the provisions of the next paragraph, with the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or of the owners of the bonds and/or coupons and/or the terms and provisions of the Mortgage and/or of any instruments supplemental thereto may be modified or altered by the affirmative vote of the owners of at least sixty-six and two-thirds percent (66 2/3%) in principal amount of the bonds affected by such modification or alteration (including the bonds of the 2023 Series, if so affected), then outstanding under the Mortgage (excluding bonds disqualified from voting by reason of the Company’s interest therein as provided in the Mortgage); provided that no such modification or alteration shall permit the extension of the maturity of the principal of this bond or the reduction in the rate of interest hereon or any other modification in the terms of payment of such principal or interest, or the creation of a lien on the mortgaged and pledged property ranking prior to or on a parity with the lien of the Mortgage or the deprivation of the

owner hereof of a lien upon such property without the consent of the owner hereof, except that the owners of not less than seventy-five percent (75%) in principal amount of the bonds at any time outstanding under the Mortgage (including a like percent of the principal amount of the bonds of the 2023 Series, if any interest payment on bonds of the 2023 Series is to be affected) may consent on behalf of the owners of all bonds at any time outstanding to the postponement of any interest payment for a period not exceeding three years from its due date.

Each initial and future holder of this bond and every other bond of the of the 2023 Series, by its acquisition of an interest herein or therein, irrevocably (1) consents to the amendments of the Mortgage set forth in Section 9.1 of Article IX of the Thirty-Second Supplemental Indenture without any other or further action by any holder of such bonds, including without limitation to the amendment to the Mortgage to change the vote required for modifications and alterations of the rights and obligations of the Company and/or of the owners of the bonds and/or coupons and/or the terms and provisions of the Mortgage and/or of any instruments supplemental thereto referenced in the last sentence of the preceding paragraph from the affirmative vote of the owners of at least sixty-six and two-thirds percent (66 2/3%) in principal amount of the bonds affected by such modification or alteration to the affirmative vote of the owners of at least a majority in principal amount of the bonds affected by such modification or alteration; and (2) designates the Trustee, and its successors, as its proxy with irrevocable instructions to vote and deliver written consents on its behalf in favor of such amendments at any bondholder meeting, in any consent solicitation in lieu of any bondholder meeting or otherwise.

The bonds of the 2023 Series are redeemable, upon the notice referred to below, and otherwise subject to the provisions of the Mortgage: (i) pursuant to paragraph (B) of Section 13.06 of the Original Indenture (having reference to the taking of all the mortgaged property by eminent domain and certain comparable contingencies) at 100% of the principal amount thereof, together with accrued interest thereon to the date fixed for redemption; or (ii) pursuant to Section 5.2 of the Thirty-Second Supplemental Indenture, (x) prior to May 15, 2023, in whole or in part, at a redemption price equal to 100% of the principal amount to be redeemed plus the Make-Whole Amount (as defined in the Thirty-Second Supplemental Indenture) determined for the redemption date with respect to such principal amount, and (y) on or after May 15, 2023, in whole only at a redemption price equal to 100% of the principal amount to be redeemed, plus , in each case, accrued interest thereon to the date fixed for redemption without premium. The Company will give each holder of bonds of the 2023 Series written notice of each optional redemption under Section 5.2 of the Thirty-Second Supplemental Indenture not less than thirty (30) days and not more than sixty (60) days prior to the date fixed for such redemption. Each such notice shall specify such redemption date (which shall be a Business Day), the aggregate principal amount of the bonds to be redeemed on such date, the principal amount of each bond held by such holder to be redeemed (determined in accordance with Section 5.2 of the Thirty-Second Supplemental Indenture), and the interest to be paid on the redemption date with respect to such principal amount being redeemed, and, if applicable, shall be accompanied by a certificate of the chief financial officer, principal accounting officer, treasurer or controller of the Company (each a “Senior Financial Officer”) as to the estimated Make-Whole Amount due in connection with such redemption (calculated as if the date of such notice were the date of the redemption), setting forth the details of such computation. Two Business Days prior to a redemption pursuant to clause (ii)(x) above, the Company shall deliver to each holder of bonds of the 2023 Series a certificate of a Senior Financial Officer specifying the calculation of such

Make-Whole Amount as of the specified redemption date. The bonds of the 2023 Series shall also be redeemable in whole only pursuant to Section 5.4 of the Thirty-Second Supplemental Indenture in the event that (i) the Company does not complete the MGE Acquisition (as defined in the Thirty-Second Supplemental Indenture) on or prior to May 31, 2014 or (ii) the Purchase Agreement (as defined in the Thirty-Second Supplemental Indenture) is terminated at any time prior to May 31, 2014. Except as set forth above, the bonds of the 2023 Series are not redeemable prior to August 15, 2023.

At the option of the registered owner, any bonds of the 2023 Series, upon surrender thereof at the office or agency of the Company in the Borough of Manhattan, The City of New York, or in the City of St. Louis, State of Missouri, together with a written instrument of transfer in form approved by the Company duly executed by the registered owner or his duly authorized attorney, shall, subject to the provisions of Section 2.05 of the Original Indenture, be exchangeable for a like aggregate amount of fully registered bonds of the same series of other authorized denominations.

This bond shall not become obligatory until UMB Bank & Trust, n.a., the Trustee under the Mortgage, or its successor thereunder, shall have signed the form of certificate endorsed hereon.


Dated	LACLEDE GAS COMPANY

	By
		President

ATTEST:


Secretary

(FORM OF FULLY REGISTERED BOND OF 2043 SERIES)

LACLEDE GAS COMPANY

FIRST MORTGAGE BOND,

4.625% Series due August 15, 2043


No.		$

LACLEDE GAS COMPANY, a corporation of the State of Missouri (hereinafter called “the Company”), for value received hereby promises to pay to or registered assigns, at the office or agency of the Company in the Borough of Manhattan, The City of New York, or at the option of the registered owner hereof at the office or agency of the Company in the City of St. Louis, State of Missouri, Dollars on the fifteenth day of August, 2043 (or upon earlier redemption), by check or draft (or as otherwise provided herein) in such coin or currency of the United States of America as at the time of payment shall be legal tender for public and private debts, and to pay to the registered owner hereof by check or draft (or as otherwise provided herein) interest thereon from and including August 13, 2013 or from the fifteenth day of February or August next preceding the date of this bond to which date interest has been paid or duly provided for (or, if this bond is dated any date after the record date for any interest payment date and on or before such interest payment date, then from such interest payment date), at the rate of 4.625% per annum, in like coin or currency at either of said offices or agencies at the option of the registered owner hereof, on February 15 and August 15 in each year, until the Company's obligation with respect to the payment of such principal shall have been discharged. If any interest payment date or any date of maturity or redemption of principal of this bond falls on a day that is not a Business Day (as defined below), principal and/or interest payable on such date will be paid on the succeeding Business Day with the same force and effect as if it were paid on the date such payment was due, and no interest will accrue on the amount so payable for the period from and after such date to such succeeding Business Day. “Business Day” means any day other than a Saturday, Sunday, or other day on which commercial banks are authorized or required by law, regulation, or executive order to close in the Borough of Manhattan, The City of New York, or in the City of St. Louis, State of Missouri or on

This bond is one of an issue of bonds of the Company, issuable in series, and is one of a series known as its First Mortgage Bonds, 4.625% Series due August 15, 2043 (hereinafter referred to as the “2043 Series”), all bonds of all series issued and to be issued under and equally secured (except in so far as any sinking or other fund established in accordance with the provisions of the Mortgage hereinafter mentioned may afford additional security for the bonds of any particular series) by a Mortgage and Deed of Trust (hereinafter referred to as the “Original Indenture”) dated as of February 1, 1945, executed by the Company to Mississippi Valley Trust Company, which was succeeded through consolidation by Mercantile Trust Company, which was succeeded by Mercantile Trust Company National Association, which was succeeded by Mercantile Bank National Association, which was succeeded by Mercantile Bank of St. Louis National Association, which was succeeded by State Street Bank and Trust Company of Missouri, N.A., which in turn was succeeded by UMB Bank & Trust, n.a., as Trustee, and indentures supplemental thereto, including the Thirty-Second Supplemental Indenture thereto dated as of August 13, 2013 (hereinafter referred to as the “Thirty-Second Supplemental Indenture”), said Mortgage and Deed of Trust as supplemented being herein called the “Mortgage,” to which reference is made for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the owners of the bonds in respect thereof, the duties and immunities of the Trustee, and the terms and conditions upon which the bonds are secured. Subject to the provisions of the next paragraph, with the consent of the Company and to the extent permitted by and as provided in the Mortgage, the rights and obligations of the Company and/or of the owners of the bonds and/or coupons and/or the terms and provisions of the Mortgage and/or of any instruments supplemental thereto may be modified or altered by the affirmative vote of the owners of at least sixty-six and two-thirds percent (66 2/3%) in principal amount of the bonds affected by such modification or alteration (including the bonds of the 2043 Series, if so affected), then outstanding under the Mortgage (excluding bonds disqualified from voting by reason of the Company’s interest therein as provided in the Mortgage); provided that no such modification or alteration shall permit the extension of the maturity of the principal of this bond or the reduction in the rate of interest hereon or any other modification in the terms of payment of such principal or interest, or the creation of a lien on the mortgaged and pledged property ranking prior to or on a parity with the lien of the Mortgage or the deprivation of the

owner hereof of a lien upon such property without the consent of the owner hereof, except that the owners of not less than seventy-five percent (75%) in principal amount of the bonds at any time outstanding under the Mortgage (including a like percent of the principal amount of the bonds of the 2043 Series, if any interest payment on bonds of the 2043 Series is to be affected) may consent on behalf of the owners of all bonds at any time outstanding to the postponement of any interest payment for a period not exceeding three years from its due date.

Each initial and future holder of this bond and every other bond of the of the 2043 Series, by its acquisition of an interest herein or therein, irrevocably (1) consents to the amendments of the Mortgage set forth in Section 9.1 of Article IX of the Thirty-Second Supplemental Indenture without any other or further action by any holder of such bonds, including without limitation to the amendment to the Mortgage to change the vote required for modifications and alterations of the rights and obligations of the Company and/or of the owners of the bonds and/or coupons and/or the terms and provisions of the Mortgage and/or of any instruments supplemental thereto referenced in the last sentence of the preceding paragraph from the affirmative vote of the owners of at least sixty-six and two-thirds percent (66 2/3%) in principal amount of the bonds affected by such modification or alteration to the affirmative vote of the owners of at least a majority in principal amount of the bonds affected by such modification or alteration; and (2) designates the Trustee, and its successors, as its proxy with irrevocable instructions to vote and deliver written consents on its behalf in favor of such amendments at any bondholder meeting, in any consent solicitation in lieu of any bondholder meeting or otherwise.

The bonds of the 2043 Series are redeemable, upon the notice referred to below, and otherwise subject to the provisions of the Mortgage: (i) pursuant to paragraph (B) of Section 13.06 of the Original Indenture (having reference to the taking of all the mortgaged property by eminent domain and certain comparable contingencies) at 100% of the principal amount thereof, together with accrued interest thereon to the date fixed for redemption; or (ii) pursuant to Section 7.2 of the Thirty-Second Supplemental Indenture, (x) prior to February 15, 2043, in whole or in part, at a redemption price equal to 100% of the principal amount to be redeemed plus the Make-Whole Amount (as defined in the Thirty-Second Supplemental Indenture) determined for the redemption date with respect to such principal amount, and (y) on or after February 15, 2043, in whole only at a redemption price equal to 100% of the principal amount to be redeemed, plus , in each case, accrued interest thereon to the date fixed for redemption without premium. The Company will give each holder of bonds of the 2043 Series written notice of each optional redemption under Section 7.2 of the Thirty-Second Supplemental Indenture not less than thirty (30) days and not more than sixty (60) days prior to the date fixed for such redemption. Each such notice shall specify such redemption date (which shall be a Business Day), the aggregate principal amount of the bonds to be redeemed on such date, the principal amount of each bond held by such holder to be redeemed (determined in accordance with Section 7.2 of the Thirty-Second Supplemental Indenture), and the interest to be paid on the redemption date with respect to such principal amount being redeemed, and, if applicable, shall be accompanied by a certificate of the chief financial officer, principal accounting officer, treasurer or controller of the Company (each a “Senior Financial Officer”) as to the estimated Make-Whole Amount due in connection with such redemption (calculated as if the date of such notice were the date of the redemption), setting forth the details of such computation. Two Business Days prior to a redemption pursuant to clause (ii)(x) above, the Company shall deliver to each holder of bonds of the 2043 Series a certificate of a Senior Financial Officer specifying the calculation of such

Make-Whole Amount as of the specified redemption date. The bonds of the 2043 Series shall also be redeemable in whole only pursuant to Section 7.4 of the Thirty-Second Supplemental Indenture in the event that (i) the Company does not complete the MGE Acquisition (as defined in the Thirty-Second Supplemental Indenture) on or prior to May 31, 2014 or (ii) the Purchase Agreement (as defined in the Thirty-Second Supplemental Indenture) is terminated at any time prior to May 31, 2014. Except as set forth above, the bonds of the 2043 Series are not redeemable prior to August 15, 2043.

At the option of the registered owner, any bonds of the 2043 Series, upon surrender thereof at the office or agency of the Company in the Borough of Manhattan, The City of New York, or in the City of St. Louis, State of Missouri, together with a written instrument of transfer in form approved by the Company duly executed by the registered owner or his duly authorized attorney, shall, subject to the provisions of Section 2.05 of the Original Indenture, be exchangeable for a like aggregate amount of fully registered bonds of the same series of other authorized denominations.

This bond shall not become obligatory until UMB Bank & Trust, n.a., the Trustee under the Mortgage, or its successor thereunder, shall have signed the form of certificate endorsed hereon.


Dated	LACLEDE GAS COMPANY

	By
		President

ATTEST:


Secretary

(FORM OF TRUSTEE'S CERTIFICATE)

This bond is one of the bonds, of the Series herein designated, provided for in the within-mentioned Mortgage.


UMB BANK & TRUST, N.A. Trustee

By
		Authorized Signatory

and

WHEREAS, all conditions and requirements necessary to make this Thirty-Second Supplemental Indenture a valid, binding and legal instrument have been done, performed and fulfilled, and the execution and delivery hereof have been in all respects duly authorized;

NOW, THEREFORE, THIS THIRTY-SECOND SUPPLEMENTAL INDENTURE WITNESSETH: That Laclede Gas Company, in consideration of the premises and of one dollar to it duly paid by the Trustee at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and in order to secure the payment both of the principal of and interest and premium, if any, on the bonds from time to time issued under the Mortgage, according to their tenor and effect and the performance of all the provisions of the Mortgage and of said bonds, hath granted, bargained and sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed, and by these presents doth grant, bargain and sell, release, convey, assign, transfer, mortgage, pledge, set over and confirm unto UMB Bank & Trust, n.a., as Trustee, and to its successor or successors in said trust and its and their assigns forever, all the following described properties of the Company, that is to say:

All several parcels of real estate more particularly described in the Original Indenture as Parcels Nos. 1 to 14 inclusive, and in the First Supplemental Indenture as Parcels (a) to (i) inclusive, and the Third Supplemental Indenture as Parcels II to VI inclusive, and in the Fourth Supplemental Indenture in paragraphs II to VII inclusive, beginning on page 13 and extending to page 15 thereof, and in the Fifth Supplemental Indenture in paragraphs II to X inclusive, beginning on page 14 and extending to page 17 thereof, and in the Sixth Supplemental Indenture in paragraphs II to XI inclusive, beginning on page 14 and extending to page 21 thereof, and in the Seventh Supplemental Indenture in paragraphs II to XIII inclusive, beginning on page 16 and extending to page 24 thereof, and in the Eighth Supplemental Indenture in paragraphs II to VIII inclusive, beginning on page 16 and extending to page 19 thereof, and in the Ninth Supplemental Indenture in paragraphs II and III, beginning on page 11 and extending to page 12 thereof, and in the Tenth Supplemental Indenture in paragraphs II to VI inclusive, beginning on page 11 and extending to page 13 thereof, and in the Eleventh Supplemental Indenture in paragraphs II and III, beginning on page 13 and extending to page 16 thereof, and in the Twelfth Supplemental Indenture on page 15 thereof, and in the Thirteenth Supplemental Indenture beginning on page 16 and extending to page 24 thereof, and in the Fifteenth Supplemental Indenture beginning on page 15 and extending to page 39 thereof, and in the Sixteenth Supplemental Indenture beginning on page 16 and extending to page 17 thereof, and in the Seventeenth Supplemental

Indenture beginning on page 17 and extending to page 19 thereof, and in the Eighteenth Supplemental Indenture beginning on page 15 and extending to page 16 thereof, and in the Nineteenth Supplemental Indenture beginning on page 16 and extending to page 17 thereof, and in the Twentieth Supplemental Indenture beginning on page 17 and extending to page 19 thereof, and in the Twenty-First Supplemental Indenture beginning on page 17 and extending to page 19 thereof, and in the Twenty-Second Supplemental Indenture beginning on page 10 and extending to page 11 thereof, and in the Twenty-Third Supplemental Indenture beginning on page 10 and extending to page 11 thereof, and in the Twenty-Fourth Supplemental Indenture beginning on page 10 and extending to page 11 thereof, and in the Twenty-Fifth Supplemental Indenture beginning on page 13 and extending to page 14 thereof, and in the Twenty-Sixth Supplemental Indenture beginning on page 13 and extending to page 15 thereof; and in the Twenty-Seventh Supplemental Indenture beginning on page 14 and extending to page 15 thereof; and in the Twenty-Eighth Supplemental Indenture beginning on page 14 and extending to page 15 thereof; and in the Twenty-Ninth Supplemental Indenture beginning on page 14 and extending to page 15 thereof; and in the Thirtieth Supplemental Indenture beginning on page 14 and extending to page 16 thereof; and in the Thirty-First Supplemental Indenture beginning on page 19 and extending to page 21 thereof; except any parcel or part of such real estate heretofore released from the lien of the Mortgage, or to which the Company and the Trustee have heretofore disclaimed any right, title, or interest.

TOGETHER WITH all other property, whether real, personal or mixed (except any hereinafter expressly excepted), and whether now owned or hereafter acquired by the Company and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing or of any general description contained in this Thirty-Second Supplemental Indenture) all real estate, lands, leases, leaseholds (except the last day of the term of any lease or leasehold), easements, licenses, permits, franchises, privileges, rights of way and other rights in or relating to real estate or the occupancy of lands, all rights of way and roads, all gas plants, gas containers, buildings and other structures and all offices, buildings and the contents thereof; all machinery, engines, boilers, gas machines, purifiers, scrubbers, retorts, tanks, pumps, regulators, meters, gas and mechanical appliances, conduits, gas or other pipes, gas mains and pipes, service pipes, fittings, valves and connections, tools, implements, apparatus, supplies, furniture and chattels; all federal, state, municipal and other franchises, privileges and permits; all lines for the distribution of gas for any purpose including pipes, conduits and all apparatus for use in connection therewith; and (except as hereinafter expressly excepted) all the right, title and interest of the Company in and to all other property of any kind or nature appertaining to and/or used and/or occupied and/or enjoyed in connection with any property hereinabove described or referred to;

AND TOGETHER WITH all and singular the tenements, hereditaments and appurtenances belonging or in anywise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders, and (subject to the provisions of Section 13.01 of the Original Indenture) the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property and franchises and every part and parcel thereof;

Provided that all property of the kinds which by the terms of the Original Indenture are expressly excepted from the lien and operation thereof is expressly excepted herefrom with the same effect and to the same extent as in the Original Indenture provided with respect to such property so expressly excepted;

TO HAVE AND TO HOLD all such properties, real, personal, and mixed, granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over or confirmed by the Company as aforesaid, or intended so to be, unto the Trustee and its successors and assigns forever;

Subject, however, as to all property embraced herein to all of the restrictions, exceptions and reservations of easements, rights of way or otherwise, contained in any and all deeds and/or other conveyances under or through which the Company acquired or shall acquire and/or claims or shall claim title thereto, and to the restrictions, exceptions, reservations and provisions in the Mortgage specifically set forth; and

Subject further, with respect to the premises, property, franchises and rights owned by the Company at the date of execution hereof, to excepted encumbrances as defined in Section 1.06 of the Original Indenture, and subject, with respect to property acquired after the date of execution of the Original Indenture or hereafter acquired, to all excepted encumbrances, all other defects and limitations of title and to all other encumbrances existing at the time of such acquisition, including any purchase money mortgage or lien upon such property created by the Company at the time of the acquisition of such property.

IN TRUST NEVERTHELESS, upon the terms and trusts in the Original Indenture and this Thirty-Second Supplemental Indenture set forth, for the benefit and security of those who shall hold the bonds and coupons issued and to be issued under the Mortgage, or any of them, in accordance with the terms of the Mortgage without preference, priority or distinction as to lien of any of said bonds and coupons over any other thereof by reason of priority in the time of the issue or negotiation thereof or for any other reason whatsoever, subject, however, to the provisions in reference to extended, transferred or pledged coupons and claims for interest in the Original Indenture set forth; it being intended that the lien and security of all of said bonds and coupons of all series issued or to be issued hereunder shall take effect from the execution and delivery of the Mortgage, and that the lien and security of the Mortgage shall take effect from the date of execution and delivery of the Original Indenture as though all of the said bonds of all series were actually authenticated and delivered and issued upon such date.

And the Company, for itself and its successors and assigns, does hereby covenant and agree to and with the Trustee and its successor or successors in such trust, for the benefit of those who shall hold the bonds of the 2018 Series, the bonds of the 2023 Series, the bonds of the 2043 Series, or any of such bonds, as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1 Terms Defined by Reference. For all purposes of this Thirty-Second Supplemental Indenture, except as herein otherwise expressly provided or unless the context otherwise requires, the terms defined in Sections 1.2 to 1.38 hereof shall have the meanings specified in such Sections, and all other terms which are defined in the Original Indenture (including those defined by reference to the Trust Indenture Act of 1939, as amended, or the Securities Act of 1933, as amended) shall have the meanings assigned to them in the Original Indenture.

SECTION 1.2 Business Day. The term “Business Day” shall mean a day other than a (i) Saturday, (ii) Sunday, or (iii) day on which commercial banks are authorized or required by law, regulation or executive order to close in the City of New York, New York. If a payment date is not a Business Day at a place of payment, payment may be made at that place on the next succeeding day that is a Business Day, and no interest shall accrue for the intervening period.

SECTION 1.3 Trustee. The term “the Trustee” shall mean the party of the second part hereto, UMB Bank & Trust, n.a., and, subject to the provisions of Article XVIII of the Original Indenture, shall also include its successors and assigns.

SECTION 1.4 Original Indenture. The term “Original Indenture” shall mean the indenture of mortgage and deed of trust dated as of February 1, 1945, hereinbefore referred to.

SECTION 1.5 First Supplemental Indenture. The term “First Supplemental Indenture” shall mean the supplemental indenture dated as of December 1, 1946, hereinbefore referred to.

SECTION 1.6 Second Supplemental Indenture. The term “Second Supplemental Indenture” shall mean the supplemental indenture dated as of March 15, 1948, hereinbefore referred to.

SECTION 1.7 Third Supplemental Indenture. The term “Third Supplemental Indenture” shall mean the supplemental indenture dated as of April 1, 1951, hereinbefore referred to.

SECTION 1.8 Fourth Supplemental Indenture. The term “Fourth Supplemental Indenture” shall mean the supplemental indenture dated as of December 1, 1954, hereinbefore referred to.

SECTION 1.9 Fifth Supplemental Indenture. The term “Fifth Supplemental Indenture” shall mean the supplemental indenture dated as of May 1, 1957, hereinbefore referred to.

SECTION 1.10 Sixth Supplemental Indenture. The term “Sixth Supplemental Indenture” shall mean the supplemental indenture dated as of July 1, 1960, hereinbefore referred to.

SECTION 1.11 Seventh Supplemental Indenture. The term “Seventh Supplemental Indenture” shall mean the supplemental indenture dated as of June 1, 1964, hereinbefore referred to.

SECTION 1.12 Eighth Supplemental Indenture. The term “Eighth Supplemental Indenture” shall mean the supplemental indenture dated as of April 15, 1966, hereinbefore referred to.

SECTION 1.13 Ninth Supplemental Indenture. The term “Ninth Supplemental Indenture” shall mean the supplemental indenture dated as of May 1, 1968, hereinbefore referred to.

SECTION 1.14 Tenth Supplemental Indenture. The term “Tenth Supplemental Indenture” shall mean the supplemental indenture dated as of May 15, 1970, hereinbefore referred to.

SECTION 1.15 Eleventh Supplemental Indenture. The term “Eleventh Supplemental Indenture” shall mean the supplemental indenture dated as of March 15, 1972, hereinbefore referred to.

SECTION 1.16 Twelfth Supplemental Indenture. The term “Twelfth Supplemental Indenture” shall mean the supplemental indenture dated as of March 15, 1974, hereinbefore referred to.

SECTION 1.17 Thirteenth Supplemental Indenture. The term “Thirteenth Supplemental Indenture” shall mean the supplemental indenture dated as of June 1, 1975, hereinbefore referred to.

SECTION 1.18 Fourteenth Supplemental Indenture. The term “Fourteenth Supplemental Indenture” shall mean the supplemental indenture dated as of October 26, 1976, hereinbefore referred to.

SECTION 1.19 Fifteenth Supplemental Indenture. The term “Fifteenth Supplemental Indenture” shall mean the supplemental indenture dated as of July 15, 1979, hereinbefore referred to.

SECTION 1.20 Sixteenth Supplemental Indenture. The term “Sixteenth Supplemental Indenture” shall mean the supplemental indenture dated as of May 1, 1986, hereinbefore referred to.

SECTION 1.21 Seventeenth Supplemental Indenture. The term “Seventeenth Supplemental Indenture” shall mean the supplemental indenture dated as of May 15, 1988, hereinbefore referred to.

SECTION 1.22 Eighteenth Supplemental Indenture. The term “Eighteenth Supplemental Indenture” shall mean the supplemental indenture dated as of November 15, 1989, hereinbefore referred to.

SECTION 1.23 Nineteenth Supplemental Indenture. The term “Nineteenth Supplemental Indenture” shall mean the supplemental indenture dated as of May 15, 1991, hereinbefore referred to.

SECTION 1.24 Twentieth Supplemental Indenture. The term “Twentieth Supplemental Indenture” shall mean the supplemental indenture dated as of November 1, 1992, hereinbefore referred to.

SECTION 1.25 Twenty-First Supplemental Indenture. The term “Twenty-First Supplemental Indenture” shall mean the supplemental indenture dated as of May 1, 1993, hereinbefore referred to.

SECTION 1.26 Twenty-Second Supplemental Indenture. The term “Twenty-Second Supplemental Indenture” shall mean the supplemental indenture dated as of November 15, 1995, hereinbefore referred to.

SECTION 1.27 Twenty-Third Supplemental Indenture. The term “Twenty-Third Supplemental Indenture” shall mean the supplemental indenture dated as of October 15, 1997, hereinbefore referred to.

SECTION 1.28 Twenty-Fourth Supplemental Indenture. The term “Twenty-Fourth Supplemental Indenture” shall mean the supplemental indenture dated as of June 1, 1999 hereinbefore referred to.

SECTION 1.29 Twenty-Fifth Supplemental Indenture. The term “Twenty-Fifth Supplemental Indenture” shall mean the supplemental indenture dated as of September 15, 2000 hereinbefore referred to.

SECTION 1.30 Twenty-Sixth Supplemental Indenture. The term “Twenty-Sixth Supplemental Indenture” shall mean the supplemental indenture dated as of June 15, 2001 hereinbefore referred to.

SECTION 1.31 Twenty-Seventh Supplemental Indenture. The term “Twenty-Seventh Supplemental Indenture” shall mean the supplemental indenture dated as of April 15, 2004 hereinbefore referred to.

SECTION 1.32 Twenty-Eighth Supplemental Indenture. The term “Twenty-Eighth Supplemental Indenture” shall mean the supplemental indenture dated as of April 15, 2004 hereinbefore referred to.

SECTION 1.33 Twenty-Ninth Supplemental Indenture. The term “Twenty-Ninth Supplemental Indenture” shall mean the supplemental indenture dated as of June 1, 2006 hereinbefore referred to.

SECTION 1.34 Thirtieth Supplemental Indenture. The term “Thirtieth Supplemental Indenture: shall mean the supplemental indenture dated as of September 15, 2008 hereinbefore referred to.

SECTION 1.35 Thirty-First Supplemental Indenture. The term “Thirty-First Supplemental Indenture shall mean the supplemental indenture dated as of March 15, 2013 hereinbefore referred to.

SECTION 1.36 Mortgage. The term “Mortgage” shall mean the Original Indenture as supplemented by the First, Second, Third, Fourth, Fifth, Sixth, Seventh, Eighth, Ninth, Tenth, Eleventh, Twelfth, Thirteenth, Fourteenth, Fifteenth, Sixteenth, Seventeenth, Eighteenth, Nineteenth, Twentieth, Twenty-First, Twenty-Second, Twenty-Third, Twenty-Fourth, Twenty-Fifth, Twenty-Sixth, Twenty-Seventh, Twenty-Eighth, Twenty-Ninth, Thirtieth and Thirty-First Supplemental Indentures and hereby, or as the same may from time to time hereafter be supplemented, modified, altered or amended by any supplemental indenture entered into pursuant to the provisions of the Original Indenture.

SECTION 1.37 Hereof, Hereunder, etc. The term “hereof,” “hereunder,” “hereto,” “hereby,” “hereinbefore,” and the like, refer to this Thirty-Second Supplemental Indenture.

SECTION 1.38 2018 Series, 2023 Series and 2043 Series. The terms “2018 Series”, “2023 Series” and “2043 Series” shall mean the series of First Mortgage Bonds created by this Thirty-Second Supplemental Indenture, as in, respectively, Sections 2.1, 4.1 and 6.1 hereof provided.

ARTICLE II

CREATION, DESCRIPTION, REGISTRATION, TRANSFER AND

EXCHANGE OF THE 2018 SERIES OF BONDS

SECTION 2.1 Creation and principal amount of the 2018 Series. The Company hereby creates a new series of bonds that may be authenticated and delivered, either before or after the filing or recording hereof, under any applicable provisions of the Original Indenture, and may be issued under the Mortgage, and each of which series shall be designated by the title “First Mortgage Bonds, 2.000% Series due August 15, 2018”. The bonds of the 2018 Series shall initially be executed by the Company and authenticated in the aggregate principal amount of One Hundred Million Dollars ($100,000,000), except bonds of such series authenticated and delivered pursuant to Section 2.4 or 2.6 hereof or Section 2.09 or Section 12.04 of the Original Indenture. The 2018 Series may be reopened and additional bonds of the 2018 Series may be issued in excess of the amount initially authenticated and delivered, provided that such additional bonds of the 2018 Series will contain the same terms (including the maturity date and interest rate), except for the public offering price, the issue date and, if applicable, the first interest payment date, as the other bonds of the 2018 Series. Any such additional bonds of the 2018 Series, together with the bonds of the 2018 Series initially authenticated, shall constitute a single series for purposes of the Mortgage.

SECTION 2.2 Date of Bonds. All bonds of the 2018 Series shall be dated as provided in Section 2.03 of the Original Indenture.

SECTION 2.3 Denominations, etc. The bonds of the 2018 Series shall be issuable only as fully registered bonds without coupons, in the denomination of $1,000 and integral multiples thereof, and such bonds, and the Trustee's certificate of authentication, shall, respectively, be substantially of the tenor and purport in this Thirty-Second Supplemental Indenture above recited, and they may have such letters, numbers or other marks of identification, and such legends or endorsements, printed, lithographed or engraved thereon as the Company may deem appropriate and as are not inconsistent with the Mortgage, including any legend or legends permitted pursuant to Section 2.04 of the Original Indenture.

SECTION 2.4 Exchange of Bonds. At the option of the registered owner, any bonds of the 2018 Series, upon surrender thereof at the office or agency of the Company in the Borough of Manhattan, The City of New York, or in the City of St. Louis, State of Missouri, together with a written instrument of transfer in form approved by the Company duly executed by the registered owner or his duly authorized attorney, shall, subject to the provisions of Section 2.05 of the Original Indenture, be exchangeable for a like aggregate amount of fully registered bonds of the same series of other authorized denominations.

SECTION 2.5 Registration of Bonds. The bonds of the 2018 Series are transferable as prescribed in the Mortgage by the registered owner thereof in person, or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York, or in the City of St. Louis, State of Missouri, upon surrender and cancellation of such bonds and upon presentation of a written instrument of transfer, duly executed, with signature guaranteed by a signature guarantor that is a participant in a nationally recognized signature guaranty program, and upon payment, if the Company shall require it, of the transfer charges prescribed in the Mortgage, and thereupon, new fully registered bonds of the same series for a like principal amount will be issued to the transferee in exchange therefor as provided in the Mortgage.

SECTION 2.6 Temporary Bonds. Until bonds of the 2018 Series in definitive form are ready for delivery, there may be authenticated and delivered and issued, in lieu of any definitive bond or bonds of said series, temporary bonds of said series as provided in Section 2.08 of the Original Indenture. Such temporary bonds shall be substantially in the form of the definitive bonds of the 2018 Series, but with such omissions, insertions and variations as may be appropriate for temporary bonds, and may contain such reference to any provisions of the Mortgage as may be appropriate, all as determined by the Board of Directors.

SECTION 2.7 Payment of Defaulted Interest. The person in whose name any bond of the 2023 Series is registered at the close of business on any record date (as hereinbelow defined) with respect to any interest payment date shall be entitled to receive the interest payable on such interest payment date notwithstanding the cancellation of such bond upon any transfer or exchange thereof subsequent to the record date and prior to such interest payment date, except if and to the extent the Company shall default in the payment of the interest due on such interest payment date, in which case such defaulted interest shall be paid to the person in whose name such bond is registered on the date of payment of such defaulted interest. The record date shall be February 1 or August 1, as the case may be, next preceding such interest payment date, or, if such February 1 or August 1 shall be a legal holiday or a day on which banking institutions in the Borough of Manhattan, The City of New York, or in the City of St. Louis, State of Missouri, are authorized by law to close, the next preceding day which shall not be a legal holiday or a day on which such institutions are so authorized to close.

SECTION 2.8 Transfers or Exchanges of Bonds called for redemption. Anything in this Thirty-Second Supplemental Indenture to the contrary notwithstanding, the Company shall not be required to make transfers or exchanges of bonds of the 2018 Series for a period of fifteen (15) days next preceding any selection of bonds of the 2018 Series to be redeemed, and the Company shall not be required to make transfers or exchanges of the principal amount of any of such bonds called or selected for redemption except in the case of any bond of the 2018 Series to be redeemed in part, the portion thereof not to be so redeemed.

ARTICLE III

REDEMPTION OF BONDS OF THE 2018 SERIES

SECTION 3.1 Circumstances in Which Redeemable. Bonds of the 2018 Series shall be redeemable, in whole or in part, at 100% of the principal amount thereof, together with accrued interest thereon to the date fixed for redemption at any time before maturity pursuant to the provisions of paragraph (B) of Section 13.06 of the Original Indenture.

SECTION 3.2 Additional Circumstances in Which Redeemable. Bonds of the 2018 Series shall also be redeemable, at the option of the Company, in whole at any time or in part from time to time at a redemption price equal to 100% of the principal amount to be redeemed plus the Make-Whole Amount (as defined below) determined for the redemption date with respect to such principal amount, plus accrued interest thereon to the date fixed for redemption without premium.

For purposes of this Section 3.2:

“ Make-Whole Amount ” means, with respect to any bond of the 2018 Series, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such bond over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:

“ Business Day ” shall have the meaning set forth in the form of bonds of the 2018 Series.

“ Called Principal ” means, with respect to any bond, the principal of such bond that is to be redeemed or has become or is declared to be immediately due and payable pursuant to the Mortgage, as the context requires.

“ Discounted Value ” means, with respect to the Called Principal of any bond, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the bonds is payable) equal to the Reinvestment Yield with respect to such Called Principal.

“ Reinvestment Yield ” means, with respect to the Called Principal of any bond, 0.10% over the yield to maturity implied by (i) the yields reported as of 10:00 a.m. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” (or such other display as may replace Page PX1) on Bloomberg Financial Markets for the most recently issued actively traded on the run U.S. Treasury securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date, or (ii) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable (including by way of interpolation), the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (or any comparable successor publication) for U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date.

In the case of each determination under clause (i) or clause (ii), as the case may be, of the preceding paragraph, such implied yield will be determined, if necessary, by (a) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between (1) the applicable U.S. Treasury security with the maturity closest to and greater than such Remaining Average Life and (2) the applicable U.S. Treasury security with the maturity closest to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable bond.

“ Remaining Average Life ” means, with respect to any Called Principal, the number of years (calculated to the nearest one-twelfth year) obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (b) the number of years (calculated to the nearest one-twelfth year) that will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment.

“ Remaining Scheduled Payments ” means, with respect to the Called Principal of any bond, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of the Bonds, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to this Section 3.2.

“ Settlement Date ” means, with respect to the Called Principal of any bond, the date on which such Called Principal is to be redeemed pursuant to this Section 3.2.

SECTION 3.3 Notice of Intention to Redeem. Article XII of the Original Indenture is and shall be applicable to any redemption of bonds of the 2018 Series. The notice of intention to redeem provided for in Section 12.02 of the Original Indenture need not be published with respect to bonds of the 2018 Series but shall be given by mailing a copy thereof to each registered owner thereof, directed to his registered address, not less than thirty (30) nor more than sixty (60) days prior to the date fixed for redemption.

SECTION 3.4 Special Mandatory Redemption.

(a) In the event that (i) the Company does not complete the MGE Acquisition on or prior to May 31, 2014 or (ii) the Purchase Agreement is terminated at any time prior to May 31, 2014, then the Company shall redeem all of the bonds of the 2018 Series on the Special Mandatory Redemption Date at the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but not including, the Special Mandatory Redemption Date. The Company shall cause a notice of special mandatory redemption to be distributed, with a copy to the Trustee, within ten Business Days after the occurrence of the event triggering the special mandatory redemption to each holder of bonds of the 2018 Series. If funds sufficient to pay the Special Mandatory Redemption Price of all bonds of the 2018 Series to be redeemed on the Special Mandatory Redemption Date are deposited with the Trustee on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest, if any, to the Special Mandatory Redemption Date, the bonds of the 2018 Series will cease to bear interest. The notice of special mandatory redemption shall include the information required by Section 3.3 hereof, and, notwithstanding such Section 3.3, may be given less than 30 days prior to the Special Mandatory Redemption Date, but in no event fewer than five Business Days prior thereto.

(b) For purposes of this Section 3.4, the following definitions shall apply:

“ MGE Acquisition ” means the consummation of the transactions contemplated by the Purchase Agreement.

“ Purchase Agreement ” means that certain Purchase and Sale Agreement, dated as of December 14, 2012, by and among Southern Union Company, Laclede Gas Company and, solely as guarantor thereunder, The Laclede Group, Inc.

“ Special Mandatory Redemption Date ” means the twentieth Business Day following the earlier to occur of May 31, 2014 and the termination of the Purchase Agreement.

“ Special Mandatory Redemption Price ” means a redemption price equal to 101% of the aggregate principal amount of the bonds of the 2018 Series.

SECTION 3.5 No Other Redemptions. Except as set forth in Sections 3.1, 3.2 and 3.4 hereof, the bonds of the 2018 Series are not redeemable prior to August 15, 2018.

ARTICLE IV

CREATION, DESCRIPTION, REGISTRATION, TRANSFER AND

EXCHANGE OF THE 2023 SERIES OF BONDS

SECTION 4.1 Creation and Principal Amount of the 2023 Series. The Company hereby creates a new series of bonds that may be authenticated and delivered, either before or after the filing or recording hereof, under any applicable provisions of the Original Indenture, and may be

issued under the Mortgage, and each of which series shall be designated by the title “First Mortgage Bonds, 3.400% Series due August 15, 2023”. The bonds of the 2023 Series shall initially be executed by the Company and authenticated in the aggregate principal amount of Two Hundred Fifty Million Dollars ($250,000,000), except bonds of such series authenticated and delivered pursuant to Section 4.4 or 4.6 hereof or Section 2.09 or Section 12.04 of the Original Indenture. The 2023 Series may be reopened and additional bonds of the 2023 Series may be issued in excess of the amount initially authenticated and delivered, provided that such additional bonds of the 2023 Series will contain the same terms (including the maturity date and interest rate), except for the public offering price, the issue date and, if applicable, the first interest payment date, as the other bonds of the 2023 Series. Any such additional bonds of the 2023 Series, together with the bonds of the 2023 Series initially authenticated, shall constitute a single series for purposes of the Mortgage.

SECTION 4.2 Date of Bonds. All bonds of the 2023 Series shall be dated as provided in Section 2.03 of the Original Indenture.

SECTION 4.3 Denominations, etc.The bonds of the 2023 Series shall be issuable only as fully registered bonds without coupons, in the denomination of $1,000 and integral multiples thereof, and such bonds, and the Trustee's certificate of authentication, shall, respectively, be substantially of the tenor and purport in this Thirty-Second Supplemental Indenture above recited, and they may have such letters, numbers or other marks of identification, and such legends or endorsements, printed, lithographed or engraved thereon as the Company may deem appropriate and as are not inconsistent with the Mortgage, including any legend or legends permitted pursuant to Section 2.04 of the Original Indenture.

SECTION 4.4 Exchange of Bonds. At the option of the registered owner, any bonds of the 2023 Series, upon surrender thereof at the office or agency of the Company in the Borough of Manhattan, The City of New York, or in the City of St. Louis, State of Missouri, together with a written instrument of transfer in form approved by the Company duly executed by the registered owner or his duly authorized attorney, shall, subject to the provisions of Section 2.05 of the Original Indenture, be exchangeable for a like aggregate amount of fully registered bonds of the same series of other authorized denominations.

SECTION 4.5 Registration of Bonds. The bonds of the 2023 Series are transferable as prescribed in the Mortgage by the registered owner thereof in person, or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York, or in the City of St. Louis, State of Missouri, upon surrender and cancellation of such bonds and upon presentation of a written instrument of transfer, duly executed, with signature guaranteed by a signature guarantor that is a participant in a nationally recognized signature guaranty program, and upon payment, if the Company shall require it, of the transfer charges prescribed in the Mortgage, and thereupon, new fully registered bonds of the same series for a like principal amount will be issued to the transferee in exchange therefor as provided in the Mortgage.

SECTION 4.6 Temporary Bonds. Until bonds of the 2023 Series in definitive form are ready for delivery, there may be authenticated and delivered and issued, in lieu of any definitive bond or bonds of said series, temporary bonds of said series as provided in Section 2.08 of the

Original Indenture. Such temporary bonds shall be substantially in the form of the definitive bonds of the 2023 Series, but with such omissions, insertions and variations as may be appropriate for temporary bonds, and may contain such reference to any provisions of the Mortgage as may be appropriate, all as determined by the Board of Directors.

SECTION 4.7 Payment of Defaulted Interest. The person in whose name any bond of the 2023 Series is registered at the close of business on any record date (as hereinbelow defined) with respect to any interest payment date shall be entitled to receive the interest payable on such interest payment date notwithstanding the cancellation of such bond upon any transfer or exchange thereof subsequent to the record date and prior to such interest payment date, except if and to the extent the Company shall default in the payment of the interest due on such interest payment date, in which case such defaulted interest shall be paid to the person in whose name such bond is registered on the date of payment of such defaulted interest. The record date shall be February 1 or August 1, as the case may be, next preceding such interest payment date, or, if such February 1 or August 1 shall be a legal holiday or a day on which banking institutions in the Borough of Manhattan, The City of New York, or in the City of St. Louis, State of Missouri, are authorized by law to close, the next preceding day which shall not be a legal holiday or a day on which such institutions are so authorized to close.

SECTION 4.8 Transfers or Exchanges of Bonds Called for Redemption. Anything in this Thirty-Second Supplemental Indenture to the contrary notwithstanding, the Company shall not be required to make transfers or exchanges of bonds of the 2023 Series for a period of fifteen (15) days next preceding any selection of bonds of the 2023 Series to be redeemed, and the Company shall not be required to make transfers or exchanges of the principal amount of any of such bonds called or selected for redemption except in the case of any bond of the 2023 Series to be redeemed in part, the portion thereof not to be so redeemed.

ARTICLE V

REDEMPTION OF BONDS OF THE 2023 SERIES

SECTION 5.1 Circumstances in Which Redeemable. Bonds of the 2023 Series shall be redeemable, in whole or in part, at 100% of the principal amount thereof, together with accrued interest thereon to the date fixed for redemption at any time before maturity pursuant to the provisions of paragraph (B) of Section 13.06 of the Original Indenture.

SECTION 5.2 Additional Circumstances in Which Redeemable. Bonds of the 2023 Series shall also be redeemable, at the option of the Company, in whole at any time or in part from time to time on any date prior to May 15, 2023, at a redemption price equal to 100% of the principal amount to be redeemed plus the Make-Whole Amount (as defined below) determined for the redemption date with respect to such principal amount, plus accrued interest thereon to the date fixed for redemption without premium. On or after May 15, 2023, bonds of the 2023 Series shall be redeemable in whole only at any time at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued interest thereon to the date fixed for redemption without premium.

For purposes of this Section 5.2:

“ Make-Whole Amount ” means, with respect to any bond of the 2023 Series, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such bond over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:

“ Business Day ” shall have the meaning set forth in the form of bonds of the 2023 Series.

“ Reinvestment Yield ” means, with respect to the Called Principal of any bond, 0.15% over the yield to maturity implied by (i) the yields reported as of 10:00 a.m. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” (or such other display as may replace Page PX1) on Bloomberg Financial Markets for the most recently issued actively traded on the run U.S. Treasury securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date, or (ii) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable (including by way of interpolation), the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (or any comparable successor publication) for U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date.

component of each Remaining Scheduled Payment with respect to such Called Principal by (b) the number of years (calculated to the nearest one-twelfth year) that will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment.

“ Settlement Date ” means, with respect to the Called Principal of any bond, the date on which such Called Principal is to be redeemed pursuant to this Section 5.2.

SECTION 5.3 Notice of Intention to Redeem. Article XII of the Original Indenture is and shall be applicable to any redemption of bonds of the 2023 Series. The notice of intention to redeem provided for in Section 12.02 of the Original Indenture need not be published with respect to bonds of the 2023 Series but shall be given by mailing a copy thereof to each registered owner thereof, directed to his registered address, not less than thirty nor more than sixty (60) days prior to the date fixed for redemption.

SECTION 5.4 Special Mandatory Redemption.

(a) In the event that (i) the Company does not complete the MGE Acquisition on or prior to May 31, 2014 or (ii) the Purchase Agreement is terminated at any time prior to May 31, 2014, then the Company shall redeem all of the bonds of the 2023 Series on the Special Mandatory Redemption Date at the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but not including, the Special Mandatory Redemption Date. The Company shall cause a notice of special mandatory redemption to be distributed, with a copy to the Trustee, within ten Business Days after the occurrence of the event triggering the special mandatory redemption to each holder of bonds of the 2023 Series. If funds sufficient to pay the Special Mandatory Redemption Price of all bonds of the 2023 Series to be redeemed on the Special Mandatory Redemption Date are deposited with the Trustee on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest, if any, to the Special Mandatory Redemption Date, the bonds of the 2023 Series will cease to bear interest. The notice of special mandatory redemption shall include the information required by Section 5.3 hereof, and, notwithstanding such Section 5.3, may be given less than 30 days prior to the Special Mandatory Redemption Date, but in no event fewer than five Business Days prior thereto.

(b) For purposes of this Section 5.4, the following definitions shall apply:

“ MGE Acquisition ” means the consummation of the transactions contemplated by the Purchase Agreement.

“ Special Mandatory Redemption Date ” means the twentieth Business Day following the earlier to occur of May 31, 2014 and the termination of the Purchase Agreement.

“ Special Mandatory Redemption Price ” means a redemption price equal to 101% of the aggregate principal amount of the bonds of the 2023 Series.

SECTION 5.5 No Other Redemptions. Except as set forth in Sections 5.1, 5.2 and 5.4 hereof, the bonds of the 2023 Series are not redeemable prior to August 15, 2023.

ARTICLE VI

CREATION, DESCRIPTION, REGISTRATION, TRANSFER AND

EXCHANGE OF THE 2043 SERIES OF BONDS

SECTION 6.1 Creation and Principal Amount of the 2043 Series. The Company hereby creates a new series of bonds that may be authenticated and delivered, either before or after the filing or recording hereof, under any applicable provisions of the Original Indenture, and may be issued under the Mortgage, and each of which series shall be designated by the title “First Mortgage Bonds, 4.625% Series due August 15, 2043”. The bonds of the 2043 Series shall initially be executed by the Company and authenticated in the aggregate principal amount of One Hundred Million Dollars ($100,000,000), except bonds of such series authenticated and delivered pursuant to Section 6.4 or 6.6 hereof or Section 2.09 or Section 12.04 of the Original Indenture. The 2043 Series may be reopened and additional bonds of the 2043 Series may be issued in excess of the amount initially authenticated and delivered, provided that such additional bonds of the 2043 Series will contain the same terms (including the maturity date and interest rate), except for the public offering price, the issue date and, if applicable, the first interest payment date, as the other bonds of the 2043 Series. Any such additional bonds of the 2043 Series, together with the bonds of the 2043 Series initially authenticated, shall constitute a single series for purposes of the Mortgage.

SECTION 6.2 Date of Bonds. All bonds of the 2043 Series shall be dated as provided in Section 2.03 of the Original Indenture.

SECTION 6.3 Denominations, etc.The bonds of the 2043 Series shall be issuable only as fully registered bonds without coupons, in the denomination of $1,000 and integral multiples thereof, and such bonds, and the Trustee's certificate of authentication, shall, respectively, be substantially of the tenor and purport in this Thirty-Second Supplemental Indenture above recited, and they may have such letters, numbers or other marks of identification, and such legends or endorsements, printed, lithographed or engraved thereon as the Company may deem appropriate and as are not inconsistent with the Mortgage, including any legend or legends permitted pursuant to Section 2.04 of the Original Indenture.

SECTION 6.4 Exchange of Bonds. At the option of the registered owner, any bonds of the 2043 Series, upon surrender thereof at the office or agency of the Company in the Borough of Manhattan, The City of New York, or in the City of St. Louis, State of Missouri, together with a written instrument of transfer in form approved by the Company duly executed by the registered owner or his duly authorized attorney, shall, subject to the provisions of Section 2.05 of the Original Indenture, be exchangeable for a like aggregate amount of fully registered bonds of the same series of other authorized denominations.

SECTION 6.5 Registration of Bonds. The bonds of the 2043 Series are transferable as prescribed in the Mortgage by the registered owner thereof in person, or by his duly authorized attorney, at the office or agency of the Company in the Borough of Manhattan, The City of New York, or in the City of St. Louis, State of Missouri, upon surrender and cancellation of such bonds and upon presentation of a written instrument of transfer, duly executed, with signature guaranteed by a signature guarantor that is a participant in a nationally recognized signature guaranty program, and upon payment, if the Company shall require it, of the transfer charges prescribed in the Mortgage, and thereupon, new fully registered bonds of the same series for a like principal amount will be issued to the transferee in exchange therefor as provided in the Mortgage.

SECTION 6.6 Temporary Bonds. Until bonds of the 2043 Series in definitive form are ready for delivery, there may be authenticated and delivered and issued, in lieu of any definitive bond or bonds of said series, temporary bonds of said series as provided in Section 2.08 of the Original Indenture. Such temporary bonds shall be substantially in the form of the definitive bonds of the 2043 Series, but with such omissions, insertions and variations as may be appropriate for temporary bonds, and may contain such reference to any provisions of the Mortgage as may be appropriate, all as determined by the Board of Directors.

SECTION 6.7 Payment of Defaulted Interest. The person in whose name any bond of the 2043 Series is registered at the close of business on any record date (as hereinbelow defined) with respect to any interest payment date shall be entitled to receive the interest payable on such interest payment date notwithstanding the cancellation of such bond upon any transfer or exchange thereof subsequent to the record date and prior to such interest payment date, except if and to the extent the Company shall default in the payment of the interest due on such interest payment date, in which case such defaulted interest shall be paid to the person in whose name such bond is registered on the date of payment of such defaulted interest. The record date shall be February 1 or August 1, as the case may be, next preceding such interest payment date, or, if such February 1 or August 1 shall be a legal holiday or a day on which banking institutions in the Borough of Manhattan, The City of New York, or in the City of St. Louis, State of Missouri, are authorized by law to close, the next preceding day which shall not be a legal holiday or a day on which such institutions are so authorized to close.

SECTION 6.8 Transfers or Exchanges of Bonds Called for Redemption. Anything in this Thirty-Second Supplemental Indenture to the contrary notwithstanding, the Company shall not be required to make transfers or exchanges of bonds of the 2043 Series for a period of fifteen (15) days next preceding any selection of bonds of the 2043 Series to be redeemed, and the Company shall not be required to make transfers or exchanges of the principal amount of any of such bonds called or selected for redemption except in the case of any bond of the 2043 Series to be redeemed in part, the portion thereof not to be so redeemed.

ARTICLE VII

REDEMPTION OF BONDS OF THE 2043 SERIES

SECTION 7.1 Circumstances in Which Redeemable. Bonds of the 2043 Series shall be redeemable, in whole or in part, at 100% of the principal amount thereof, together with accrued interest thereon to the date fixed for redemption at any time before maturity pursuant to the provisions of paragraph (B) of Section 13.06 of the Original Indenture.

SECTION 7.2 Additional Circumstances in Which Redeemable. Bonds of the 2043 Series shall also be redeemable, at the option of the Company, in whole at any time or in part from time to time on any date prior to February 15, 2043, at a redemption price equal to 100% of the principal amount to be redeemed plus the Make-Whole Amount (as defined below) determined for the redemption date with respect to such principal amount, plus accrued interest thereon to the date fixed for redemption without premium. On or after February 15, 2043, bonds of the 2043 Series shall be redeemable in whole only at any time at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued interest thereon to the date fixed for redemption without premium.

For purposes of this Section 7.2:

“ Make-Whole Amount ” means, with respect to any bond of the 2043 Series, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such bond over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:

“ Business Day ” shall have the meaning set forth in the form of bonds of the 2043 Series.

as may replace Page PX1) on Bloomberg Financial Markets for the most recently issued actively traded on the run U.S. Treasury securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date, or (ii) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable (including by way of interpolation), the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (or any comparable successor publication) for U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date.

“ Settlement Date ” means, with respect to the Called Principal of any bond, the date on which such Called Principal is to be redeemed pursuant to this Section 7.2.

SECTION 7.3 Notice of Intention to Redeem. Article XII of the Original Indenture is and shall be applicable to any redemption of bonds of the 2043 Series. The notice of intention to redeem provided for in Section 12.02 of the Original Indenture need not be published with respect to bonds of the 2043 Series but shall be given by mailing a copy thereof to each registered owner thereof, directed to his registered address, not less than thirty nor more than sixty (60) days prior to the date fixed for redemption.

SECTION 7.4 Special Mandatory Redemption.

(a) In the event that (i) the Company does not complete the MGE Acquisition on or prior to May 31, 2014 or (ii) the Purchase Agreement is terminated at any time prior to May 31, 2014, then the Company shall redeem all of the bonds of the 2043 Series on the Special Mandatory Redemption Date at the Special Mandatory Redemption Price, plus accrued and unpaid interest to, but not including, the Special Mandatory Redemption Date. The Company shall cause a notice of special mandatory redemption to be distributed, with a copy to the Trustee, within ten Business Days after the occurrence of the event triggering the special mandatory redemption to each holder of bonds of the 2043 Series. If funds sufficient to pay the Special Mandatory Redemption Price of all bonds of the 2043 Series to be redeemed on the Special Mandatory Redemption Date are deposited with the Trustee on or before such Special Mandatory Redemption Date, plus accrued and unpaid interest, if any, to the Special Mandatory Redemption Date, the bonds of the 2043 Series will cease to bear interest. The notice of special mandatory redemption shall include the information required by Section 7.3 hereof, and, notwithstanding such Section 7.3, may be given less than 30 days prior to the Special Mandatory Redemption Date, but in no event fewer than five Business Days prior thereto.

(b) For purposes of this Section 7.4, the following definitions shall apply:

“ MGE Acquisition ” means the consummation of the transactions contemplated by the Purchase Agreement.

“ Special Mandatory Redemption Date ” means the twentieth Business Day following the earlier to occur of May 31, 2014 and the termination of the Purchase Agreement.

“ Special Mandatory Redemption Price ” means a redemption price equal to 101% of the aggregate principal amount of the bonds of the 2043 Series.

SECTION 7.5 No Other Redemptions. Except as set forth in Sections 7.1, 7.2 and 7.4 hereof, the bonds of the 2043 Series are not redeemable prior to August 15, 2043.

ARTICLE VIII

PARTICULAR COVENANTS OF THE COMPANY

SECTION 8.1 Restrictions as to Dividends. So long as any of the bonds of the 2018 Series, any bonds of the 2023 Series or any bonds of the 2043 Series are outstanding, the Company will not (a) declare any dividends (other than dividends in common stock) on any common stock, or order the making of any distribution on any shares of common stock or to owners of common stock or (b) purchase, redeem or otherwise acquire or retire for value any shares of common stock, if the aggregate net amount of such declarations, distributions so ordered, purchases, redemptions, acquisitions and retirements after September 30, 1953, would

exceed the sum of (y) the Net Income Available for Common Stock for the period beginning October 1, 1953, and ending with the last day of the calendar quarter immediately preceding the calendar quarter in which such dividend is declared, distribution ordered, or purchase, redemption, acquisition or retirement made, plus (z) Eight Million Dollars ($8,000,000).

The aggregate net amount of the declarations, distributions ordered, purchases, redemptions, acquisitions and retirements referred to in the first paragraph of this Section 8.1 shall be determined by deducting from the aggregate amount thereof the total amount of cash payments received by the Company after September 30, 1953, for any shares of common stock sold by the Company after September 30, 1953.

Net Income Available for Common Stock, for the purpose of this Section 8.1, for any period, means (1) the net income of the Company for such period computed according to the applicable system of accounts prescribed by the Public Service Commission of Missouri and any applicable orders of said Commission and (to the extent not prescribed by such system of accounts or orders) according to generally accepted accounting principles, less (2) an amount equal to the dividends accrued (whether or not declared or paid) during such period on any and all classes of stock having preference over the common stock as to assets or dividends.

For the purposes of the last preceding paragraph of this Section 8.1, the term “Public Service Commission of Missouri” shall also apply, and be deemed to refer, to any regulatory body which may (A) succeed said Commission with respect to jurisdiction over the accounting of the Company, or (B) supersede said Commission with respect to such jurisdiction, or (C) have such jurisdiction over phases of the Company's business or parts of its property over which said Commission shall not have jurisdiction.

SECTION 8.2 Earnings Requirements for Additional Bonds. So long as any bonds of the 2018 Series, any bonds of the 2023 Series or any bonds of the 2043 Series are outstanding, the Company shall not be entitled to have authenticated and delivered any bonds pursuant to Article VI, Article VII or Article VIII of the Original Indenture, except bonds which may be authenticated and delivered under Article VII of the Original Indenture, without the receipt by the Trustee of a net earnings certificate showing the net earnings to be as required by Section 6.05 of the Original Indenture, unless (in addition to all other requirements for the authentication and delivery of such bonds):

(a) net earnings of the Company after provision for depreciation, depletion and amortization of property, for any 12 consecutive calendar months within the 15 calendar months immediately preceding the date on which such additional bonds are to be issued, shall have been not less than 2 1/4 times the amount of the total annual interest charges upon the funded debt of the Company to be outstanding immediately after the issue of such additional bonds; and

(b) the Trustee shall have received a certificate made, signed and verified by the same persons (including an independent public accountant where required) as would be required if such certificate were a net earnings certificate under the Original Indenture, showing the net earnings of the Company to be as required by the foregoing clause (a) of this Section 8.2. Such certificate shall show the net earnings and total annual interest charges referred to in said clause (a).

For the purposes of this Section 8.2, “funded debt” shall mean all indebtedness created or assumed by the Company maturing one year or more after the date of the creation or assumption thereof.

For the purposes of this Section 8.2, net earnings of the Company after provision for depreciation, depletion and amortization of property shall mean the total operating revenue and other income (net) of the Company less operating expenses (including provision for depreciation, depletion and amortization of property) and less taxes (excluding income and excess profits taxes or other taxes which are imposed on or measured by income). In the determination of net earnings of the Company the following additional requirements shall be applicable:

(i) No profits or losses from the sale or abandonment of capital assets or change in value of securities or other investments shall be taken into account in making such computations;

(ii) In case the Company shall have sold any property for a consideration in excess of $5,000,000, within or after the particular period for which the calculation is made, then, in computing the net earnings of the Company so available, the net earnings or net losses of such property for the whole of such period shall be excluded to the extent practicable on the basis of actual earnings and expenses of such property or on the basis of such estimates of the earnings and expenses of such property as the signers of a Treasurer's certificate filed with the Trustee shall deem proper;

(iii) In case the Company shall, within or after the particular period for which the calculation is made, have acquired (by purchase, merger, consolidation or otherwise) any property which within six months prior to the date of acquisition thereof by the Company has been used or operated by a person or persons other than the Company in a business similar to that in which it has been or is to be used or operated by the Company, then in computing the net earnings of the Company so available for such purposes there shall be included, to the extent that they may not have been otherwise included, the net earnings or net losses of the property so acquired for the whole of such period to the extent practicable on the basis of actual earnings and expenses of such property or on the basis of such estimates of the earnings and expenses of such property as the signers of a Treasurer's certificate filed with the Trustee shall deem proper. The net earnings or net losses of such property for the period preceding such acquisition shall in such case be ascertained and computed as provided in this clause (iii) as if such acquired property had been owned by the Company during the whole of such period; and

(iv) The “net earnings of property” referred to in clauses (ii) and (iii) of this Section 8.2 shall mean the net earnings of such property computed in the manner provided in this definition for the computation of net earnings of the Company available for the pertinent purposes.

All accounting determinations required by this Section 8.2 shall (except to the extent, if any, to which the preceding provisions of this Section 8.2 may conflict with this provision) be made according to the applicable system of accounts prescribed by the Public Service Commission of Missouri and any applicable orders of said Commission and (to the extent not prescribed by such system of accounts or orders) according to generally accepted accounting principles.

For the purposes of this Section 8.2, the term “Public Service Commission of Missouri” shall be applicable as provided in Section 8.1 of this Article VIII.

SECTION 8.3 Postponement of Interest. So long as any bonds of the 2018 Series are outstanding, in order that any interest payment on the bonds of any of the 2018 Series may be postponed pursuant to clause (2) of Section 20.07 of the Original Indenture, there shall be required, in addition to all other prerequisites to such postponement provided in the Original Indenture, the consent of the owners of not less than seventy-five percent (75%) in principal amount of bonds of the 2018 Series at the time outstanding, such consent to be given at the same time as and in the same manner as the consent of the owners of other bonds required by said clause (2) of Section 20.07 of the Original Indenture. So long as any bonds of the 2023 Series are outstanding, in order that any interest payment on the bonds of any of the 2023 Series may be postponed pursuant to clause (2) of Section 20.07 of the Original Indenture, there shall be required, in addition to all other prerequisites to such postponement provided in the Original Indenture, the consent of the owners of not less than seventy-five percent (75%) in principal amount of bonds of the 2023 Series at the time outstanding, such consent to be given at the same time as and in the same manner as the consent of the owners of other bonds required by said clause (2) of Section 20.07 of the Original Indenture. So long as any bonds of the 2043 Series are outstanding, in order that any interest payment on the bonds of any of the 2043 Series may be postponed pursuant to clause (2) of Section 20.07 of the Original Indenture, there shall be required, in addition to all other prerequisites to such postponement provided in the Original Indenture, the consent of the owners of not less than seventy-five percent (75%) in principal amount of bonds of the 2043 Series at the time outstanding, such consent to be given at the same time as and in the same manner as the consent of the owners of other bonds required by said clause (2) of Section 20.07 of the Original Indenture.

ARTICLE IX

COMPANY’S RESERVATION OF RIGHTS

SECTION 9.1 Company’s Reservation of Rights. The Company reserves the right, without any consent, vote or other action by holders of bonds of the 2018 Series, of the bonds of the 2023 Series or of the bonds of the 2043 Series, or of any other subsequent series, to amend the Mortgage, as heretofore amended and supplemented, as follows: ¹

Each of the amendments provided above has been set against the relevant text of the Original Indenture in Exhibit A hereto for purposes of illustrating the amendments to be made to the Mortgage. Exhibit A is provided for informational purposes only and nothing in Exhibit A shall constitute or be considered part of this Thirty-Second Supplemental Indenture or otherwise be binding on the Company, the Trustee or any bondholder under the Mortgage.

(a) To amend the definition of the term “Treasurer’s certificate” contained in Section 1.03 of the Mortgage to read substantially as follows:

“The term “Treasurer's certificate” shall mean a certificate signed and verified by the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, any Vice-President (whether or not his or her title includes a modifier such as “Executive”, “Senior” or the like), the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Corporate Secretary of the Company or any other officer of the Company designated in a Treasurer’s certificate delivered to the Trustee to be thereafter authorized to sign and verify Treasurer’s certificates. Each such certificate shall include the statements required by Section 3.01 hereof.”

(b) To amend the definition of the term “engineer’s certificate” contained in Section 1.03 of the Mortgage to read substantially as follows:

“The term “engineer’s certificate” shall mean a certificate signed and verified by the Chief Executive Officer, the President, the Chief Financial Officer, any Vice-President (whether or not his or her title includes a modifier such as “Executive”, “Senior” or the like), the Treasurer or any Assistant Treasurer and by an engineer. Each such certificate shall include the statements required by Section 3.01 hereof.”

(i) subsection (II)(c) of Section 1.04;

(ii) subsections (I)(b) and (c) of Section 9.07;

(iii) subsection (5)(b) of Section 13.03; and

(iv) subsection (I)(1) of Section 13.05.

(d) To amend the first paragraph of Section 1.07 of the Mortgage to read substantially as follows:

“SECTION 1.07. The term “net earnings certificate” shall mean a certificate signed and verified by the President, a Vice-President (whether or not his or her title includes a modifier such as “Executive”, “Senior” or the like) or the Chief Financial Officer and the Treasurer or an Assistant Treasurer of the Company (which Treasurer or Assistant Treasurer shall be an accountant) stating (A) the net earnings of the Company for a period of any twelve (12) consecutive calendar months within the fifteen (15) calendar months immediately preceding the first day of the month in which the application for the authentication and delivery under this Indenture of bonds then applied for is made, showing how the same have been calculated, and to that end specifying the

total operating revenues of the Company, with the principal divisions thereof, and the net non-operating income of the Company, and deducting from the total thereof the total of the operating expenses (including (a) taxes-other than income taxes, profits taxes and other taxes measured by, or dependent on, net income after deduction of interest, (b) rentals and insurance, (c) expenses for ordinary maintenance and repairs, and provision for retirements and/or depreciation, the total of which shall be in no event less than the amount (prior to any deductions therefrom or credits there against) of the Maintenance and Improvement Fund requirement specified in Section 9.07 hereof, but not including any (i) expenses for taxes on income or profits and other taxes measured by, or dependent on, net income, (ii) provisions for reserves for renewals, replacements, depreciation, depletion or retirement of property (or any expenditures therefor), or provisions for amortization of property, (iii) expenses or provisions for interest on any indebtedness of the Company, for the amortization of debt discount, premium, expense or loss on reacquired debt, for any maintenance and replacement, improvement or sinking fund or other device for the retirement of any indebtedness, or for other amortization, (iv) expenses or provisions for any non-recurring charge to income or to retained earnings of whatever kind or nature (including without limitation the recognition of expense or impairment due to the non-recoverability of assets or expense), whether or not recorded as a non-recurring charge in the Company’s books of account, and (v) provisions for any refund of revenues previously collected or accrued by the Company subject to possible refund), and further deducting from such balance of earnings the amount by which the aggregate of (1) net non-operating income and (2) net income which in the opinion of the signers is directly derived from the operation of property not subject to the lien of this Indenture at the date of such certificate, exceeds ten per centum, 10% of such balance of earnings, the amount so arrived at being for all purposes of this Indenture the net earnings of the Company for such period; and (B) the annual interest requirements upon, and the principal amount of, (1) all bonds outstanding hereunder at the date of such certificate, except any which are then being made the basis, pursuant to the provisions of Article VII, for the authentication and delivery of bonds, (2) those then applied for in the application in connection with which such certificate is made and those applied for in any other pending application, and (3) all other indebtedness (except indebtedness for the purchase, payment or redemption of which moneys in the necessary amount shall have been deposited with or be held by the Trustee or the trustee or other holder of a lien prior hereto with irrevocable direction so to apply the same) outstanding in the hands of the public on the date of such certificate and secured by lien prior to the lien of this Indenture upon property of the Company subject to the lien of this Indenture, if said indebtedness has been assumed by the Company or if the Company customarily pays the interest upon the principal thereof. In determining net non-operating income there shall not be included profits realized or losses sustained from the sale or other disposition of capital assets or profits or losses on retirements of bonds secured hereby.”

(e) To add a new Section 1.08 of the Mortgage to read substantially as follows:

“SECTION 1.08. Any request, demand, authorization, direction, notice, consent, election, waiver or other document provided or permitted by this Indenture to be made, given or furnished to, or filed with, the Trustee by any bondholder or by the Company, or

the Company by the Trustee or by any bondholder, shall be sufficient for every purpose hereunder (unless otherwise expressly provided herein) if the same shall be in writing and delivered personally to an officer or other responsible employee of the addressee, or transmitted by telecopy or other direct written electronic means, or transmitted by registered or certified mail or reputable overnight courier, charges prepaid to the applicable address set under such party’s name below or to such other address as either party hereto may, from time to time designate:

If to the Trustee, to:

UMB Bank & Trust, n.a.

2 South Broadway, Suite 600

St. Louis, Missouri 63102

Attention: Richard F. Novosak, Assistant Vice President

Email: richard.novosak@umb.com

If to the Company, to:

Laclede Gas Company

720 Olive Street

St. Louis, Missouri 63101

Attention: Treasurer

Email: Laclede_Treasury@thelacledegroup.com

Any communication contemplated herein shall be deemed to have been made, given, furnished and filed if personally delivered, on the date of delivery, if transmitted by telecopy or other direct written electronic means, on the date of transmission, and if transmitted by registered or certified mail or reputable overnight courier, on the date of receipt. For purposes hereof, “electronic means” includes a writing or other communication delivered by e-mail transmission addressed to the relevant party at the e-mail address as such party may designate in writing from time to time and further includes, but is not limited to, documents and writings attached to emails in Portable Document Format (a/k/a .pdf).”

(f) To replace “sixty per centum (60%)” with “seventy-five per centum (75%)” in each of Sections 2.13, 6.03, 6.07, and 13.03 of the Mortgage.

(g) To insert a new paragraph at the end of Section 12.03 of the Mortgage to read substantially as follows:

“With respect to any notice of redemption of bonds at the election of the Company, unless, upon the giving of such notice, such bonds shall be deemed to have been paid in accordance with Section 19.01 hereof, such notice may state that such redemption shall be conditional upon the receipt by the Trustee, on or prior to the date fixed for such redemption, of money sufficient to pay the principal of and premium, if any, and interest, if any, on such bonds and that if such money shall not have been so received such notice shall be of no force or effect and the Company shall not be required to redeem such bonds. In the event that such notice of redemption contains such a

condition and such money is not so received, the redemption shall not be made and within a reasonable time thereafter notice shall be given, in the manner in which the notice of redemption was given, that such money was not so received and such redemption was not required to be made.”

(h) To insert a new paragraph at the end of Section 13.03 of the Mortgage to read substantially as follows:

“Notwithstanding anything to the contrary in this Section 13.03, unless the Company is in default in the payment of the interest on any bonds then outstanding hereunder or one or more of the completed defaults specified in Section 14.01 hereof shall have occurred and be continuing, the Company may obtain the release of any of the mortgaged and pledged property and the Trustee shall release the same from the lien hereof without requiring compliance with any of the above provisions of this Section 13.03, provided that the aggregate fair value of the property to be so released on any date in a given calendar year, together with all other property released pursuant to this paragraph in such calendar year, shall not exceed the greater of (a) Twenty Million Dollars ($20,000,000) or (b) three per centum (3%) of the aggregate principal amount of bonds then outstanding, upon the application of the Company and receipt by the Trustee of

(1) a Treasurer’s certificate stating that the Company is not in default in the payment of the interest on any bonds then outstanding hereunder, that none of the completed defaults specified in Section 14.01 hereof has occurred and is continuing, and that all conditions precedent, specified in this Indenture, to the granting of such release have been complied with; and

(2) an engineer’s certificate stating, in the judgment of the signers, the Fair Value of the property to be released, the aggregate fair value of all other property theretofore released pursuant to this paragraph in such calendar year and, as to funded property, the cost thereof (or, if the fair value to the Company of such property at the time the same became funded property was certified to be an amount less than the cost thereof, then such fair value, as so certified, in lieu of cost), and that, in the judgment of the signers, the release thereof will not impair the security under this Indenture in contravention of the provisions hereof.

indicated in a Treasurer’s Certificate delivered to the Trustee, have been deposited with the trustee or holder of other lien prior to the lien of this Indenture in accordance with the provisions thereof; and provided, further, that the amount of cash so required to be deposited may be reduced, at the election of the Company, by the items specified in clause (5) in the first paragraph of this Section 13.03, subject to all of the limitations and conditions specified therein, to the same extent as if such property were being released pursuant to such paragraph. Any cash deposited with the Trustee under this Section 13.03 may thereafter be withdrawn, used or applied in the manner, to the extent and for the purposes, and subject to the conditions, provided in Section 13.05.”

(i) To amend the first sentence of Section 18.01 of the Mortgage to read substantially as follows:

“SECTION 18.01. The Trustee shall at all times be (a) a corporation organized and doing business under the laws of the United States of America, any state or territory thereof or the District of Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authority, or (b) if and to the extent permitted by the United States Securities and Exchange Commission by rule, regulation or order upon application, a corporation or other person doing business under the laws of a foreign government, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 or the U.S. dollar equivalent of the applicable foreign currency and subject to supervision or examination by authority of such foreign government or a political subdivision thereof substantially equivalent to supervision or examination applicable to United States institutional trustees, and, in either case, qualified and eligible under this Article and not otherwise disqualified under Section 310(a)(5) of the Trust Indenture Act.”

(j) To amend Section 18.06 of the Mortgage to read substantially as follows:

“SECTION 18.06. Any notice or demand which by any provision of this Indenture is required or permitted to be given or served by the Trustee on the Company shall be deemed to have been sufficiently given or served, for all purposes, if given in the manner prescribed by Section 1.08 hereof.”

(k) To amend the first sentence of Section 18.21 of the Mortgage to read substantially as follows:

“SECTION 18.21. Any corporation into which the Trustee may be merged or with which it may be consolidated or any corporation resulting from any merger or consolidation to which the Trustee shall be a party or any corporation to which substantially all of the corporate trust business of the Trustee may be transferred, provided such corporation shall be eligible under the provisions of Section 18.01 hereof and qualified under Section 18.14 hereof shall be the successor trustee under this Indenture, without the execution or filing of any paper or the performance of any further act on the part of any other parties hereto, anything herein to the contrary notwithstanding.”

(l) To amend Section 20.01 of the Mortgage to read substantially as follows:

“SECTION 20.01. Modifications and alterations of this Indenture and/or of any indenture supplemental hereto and/or of the rights and obligations of the Company and/or of the holders of outstanding bonds and coupons issued hereunder may be made as provided in the ten next succeeding Sections hereof numbered 20.02 to 20.11 hereof, both inclusive.”

(m) To amend the second sentence of Section 20.02 of the Mortgage to replace “fifteen per centum (15%)” with “twenty five per centum (25%)”.

(n) To amend the first sentence of Section 20.06 of the Mortgage to read substantially as follows:

“Subject to the provisions of this Section and of Section 20.10 hereof, the holders of not less than a majority in principal amount of the bonds outstanding hereunder (computed as provided in Section 1.02 hereof) when such meeting is held must be present at such meeting in person or by proxy in order to constitute a quorum for the transaction of business, less than a quorum, however, having power to adjourn; provided, however, that in case more than one series of bonds shall be outstanding under this Indenture, and any business to be submitted to such meeting shall affect the rights of holders of the bonds of one or more series and shall not affect the rights of holders of the bonds of one or more of the other series, then only holders of the bonds of the series to be affected shall have the right to notice of or to attend or vote at any such meeting or shall be counted for the purpose of a quorum.”

(o) To amend Section 20.07 of the Mortgage to read substantially as follows:

“SECTION 20.07. Subject to the provisions of Section 20.06, Section 20.10 and Section 20.11 hereof, any modification or alteration of this Indenture and/or of any indenture supplemental hereto and/or of the rights and obligations of the Company and/or of the holders of bonds and coupons issued hereunder in any particular may be made at a meeting of bondholders duly convened and held in accordance with the provisions of this Article, but only by resolution duly adopted by the affirmative vote of the holders of a majority or more in principal amount of the bonds entitled to vote at such meeting outstanding hereunder (computed as provided in Section 1.02 hereof) when such meeting is held, and approved by resolution of the Board of Directors of the Company as hereinafter specified; provided, however, that no such modification or alteration shall, without the consent of the holder of any bond issued hereunder affected thereby, permit (1) the extension of the maturity of the principal of such bond, or (2) the reduction in the rate of interest thereon or any other modification in the terms of payment of such principal or interest except that the holders of not less than seventy-five per centum (75%) in principal amount of the bonds at the time outstanding may consent on behalf of the holders of all bonds at the time outstanding to the postponement of any interest payment for a period not exceeding three years from its due date, or (3) the creation of any lien ranking prior to, or on a parity with, the lien of this Indenture with respect to any of the property mortgaged or pledged hereunder, or (4) the deprivation of any non-

assenting bondholder of a lien upon the mortgaged and pledged property for the security of his bonds (subject only to the lien of taxes, assessments or governmental charges not then due and delinquent and to any mortgage or other liens existing upon said property which are prior hereto at the date of the calling of any such bondholders' meeting) or (5) the reduction of the percentage required by the provisions of this Section 20.07 for the taking of any action under this Section 20.07 with respect to any bond outstanding hereunder; and provided, further, that notwithstanding the provisions of this Section 20.07 or any other Section of this Article XX the holders of not less than a majority in principal amount of all bonds at the time outstanding may (A) direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture, or (B) on behalf of the holders of all such bonds, consent to the waiver of any past default and its consequences. For all purposes of this Article, the Trustee, subject to the provisions of Sections 18.02 and 18.03 hereof, shall be entitled to rely upon an opinion of counsel with respect to the extent, if any, as to which any action taken at such meeting affects the rights under this Indenture or under any indenture supplemental hereto of any holders of bonds then outstanding hereunder.”

(p) To add a new Section 20.11 of the Mortgage to read substantially as follows:

“SECTION 20.11. In lieu of a vote of holders at a meeting as hereinbefore contemplated in this Article XX, any request, demand, authorization, direction, notice, consent, waiver or other action may be made given or taken by holders of bonds by written instruments as provided in this Section 20.11. Any request, demand, authorization, direction, notice, consent, election, waiver or other action provided by this Indenture to be made, given or taken by holders of outstanding bonds (including with respect to the amendment of this Indenture) may be embodied in and evidenced by one or more written instruments of substantially similar tenor signed by such holders in person or by an agent duly appointed or, alternatively, may be embodied in and evidenced by the record of holders voting in favor thereof at any meeting of holders as provided in Section 20.08 hereof, or any combination of such instruments and any such record of holders. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and to the Company. Any written instrument or instruments evidencing the action of holders of bonds as provided in this Section shall be proof of such actions made, given or taken by the relevant holders for any purpose of this Indenture and conclusive in favor of the Trustee and the Company.”

(q) To amend Section 21.04 of the Mortgage to read substantially as follows:

“SECTION 21.04. Any power, privilege or right expressly or impliedly reserved to or in any way conferred upon the Company by any provision of this Indenture, whether such power, privilege or right is in any way restricted or is unrestricted, may be in whole or in part waived or surrendered or subjected to any restriction if at the time unrestricted or to additional restriction if already restricted. Anything in this Indenture to the contrary notwithstanding, the Company and the Trustee, at any time and from time to time, may

enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (i) to enter into any further covenants, limitations or restrictions for the benefit of any one or more series of bonds issued hereunder and provide that a breach thereof shall be equivalent to a default under this Indenture; (ii) to cure any ambiguity or correct or supplement any defective or inconsistent provisions contained herein or in any supplemental indenture; (iii) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture, or subject to the lien of this Indenture additional property; or (iv) to change or eliminate any provision of this Indenture or to add any new provision to this Indenture provided that no such change, elimination or addition shall adversely affect the interests of the holders of bonds of any series. The Trustee is hereby authorized to join with the Company in the execution of any such instrument or instruments. Such instrument, executed and acknowledged as aforesaid, shall be delivered to the Trustee and thereupon if such instrument shall have been signed by the Trustee any modification of the provisions of these presents therein set forth, authorized by this Section, shall be binding upon the parties hereto, their successors and assigns, and the holders of the bonds and coupons hereby secured. Anything to the contrary notwithstanding, this Section shall not be construed to permit any act, waiver, surrender or restriction adversely affecting any bonds then outstanding hereunder.

Without limiting the generality of the foregoing, if the Trust Indenture Act of 1939, as in effect at any time and from time to time,

(i) shall require one or more changes to any provisions hereof or the inclusion herein of any additional provisions, or shall by operation of law be deemed to effect such changes or incorporate such provisions by reference or otherwise, this Indenture shall be deemed to have been amended so as to conform to the Trust Indenture Act as then in effect, and the Company and the Trustee may, without the consent of any holders of bonds, enter into an indenture supplemental hereto to evidence such amendment hereof; or

(ii) shall permit one or more changes to, or the elimination of, any provisions hereof which shall theretofore have been required by the Trust Indenture Act of 1939 to be contained herein or are contained herein to reflect any provisions of the Trust Indenture Act of 1939, this Indenture shall be deemed to have been amended to effect such changes or elimination, and the Company and the Trustee may, without the consent of any holders of bonds, enter into an indenture supplemental hereto to evidence such amendment hereof.”

(r) To add a new Section 21.11 of the Mortgage to read substantially as follows:

may be governed by the laws of states other than the State of Missouri as provided by law, and (c) that the rights, duties, obligations, privileges and immunities of the Trustee under this Indenture and the bonds shall be governed by the laws of the jurisdiction in which the corporate trust office of the Trustee is located in the event such corporate trust office is not located in the State of Missouri.

SECTION 9.2 Bondholder Consent to Amendments; Designation of Company as Proxy. Each initial and future holder of bonds of the 2018 Series, of bonds of the 2023 Series or of bonds of the 2043 Series irrevocably (a) consents to the modification and alterations to the Mortgage set forth in this Article IX of this Thirty-Second Supplemental Indenture without any other or further action by any such holder of such bonds, (b) designates the Company, and its successors, as its proxy with irrevocable instructions to vote and deliver written consents on behalf of such holder in favor of such amendments at any bondholder meeting, in lieu of any bondholder meeting, in any consent solicitation or otherwise and (c) waives all conditions precedent to such modifications and alterations, in Article XX of the Mortgage or otherwise (including but not limited to any requirements as to the holding of a meeting of bondholders and any notice thereof).

ARTICLE X

MISCELLANEOUS

SECTION 10.1 Provisions Required by Trust Indenture Act of 1939 to Control. If and to the extent that any provision hereof, or any other provision of the Mortgage, limits, qualifies, or conflicts with another provision included in the Mortgage which is required to be included in the Mortgage by any of Sections 310 to 317, inclusive, of the Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990, through operation of Section 318(c) thereof, such required provisions shall control.

SECTION 10.2 Acceptance of Trust. The Trustee hereby accepts the trust hereby declared and provided and agrees to perform the same upon the terms and conditions in the Original Indenture and in this Thirty-Second Supplemental Indenture set forth.

SECTION 10.3 This Indenture Part of Original Indenture. This Thirty-Second Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Original Indenture and shall form a part thereof. The Mortgage, as modified and amended by this Thirty-Second Supplemental Indenture, is hereby ratified and confirmed in all respects.

SECTION 10.4 Execution in Any Number of Counterparts. This Thirty-Second Supplemental Indenture may be simultaneously executed in any number of counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts shall together constitute but one and the same instrument.

SECTION 10.5 Date of Execution. Although this Thirty-Second Supplemental Indenture is dated, for convenience and for purposes of reference, as of August 13, 2013, the actual dates of execution by the Company and by the Trustee are as indicated by their respective acknowledgements hereto annexed.

IN WITNESS WHEREOF, Laclede Gas Company, party of the first part, has caused its corporate name to be hereunto affixed and this instrument to be signed and sealed by its President, Chief Financial Officer, a Vice President, or Treasurer and its corporate seal to be attested by its Secretary or an Assistant Secretary, for and in its behalf; and UMB Bank & Trust, n.a., Trustee, party of the second part, in token of its acceptance of the trust hereby created, has caused its name to be hereunto affixed and this instrument to be signed and sealed by a Vice President or an Assistant Vice President, and its seal to be attested by its Secretary or an Assistant Secretary.


	LACLEDE GAS COMPANY

	By	/s/ Steven L. Lindsey
ATTEST:		Steven L. Lindsey President

/s/ Lynn D. Rawlings
Lynn D. Rawlings Treasurer and Assistant Secretary

(SEAL)

	UMB BANK & TRUST, N.A. Trustee

	By	/s/ Victor Zarilli
ATTEST:		Victor Zarilli Sr. Vice President

/s/ Deanna Wilson
Assistant Secretary

(SEAL)

[ Signature page to Thirty-Second Supplemental Indenture ]


State of Missouri		)
		) ss.
City of St. Louis		)

On this 9th day of August, 2013 before me appeared Steven L. Lindsey, to me personally known, who, being by me duly sworn did say that he is the President of Laclede Gas Company, the corporation described in and which executed the foregoing instrument, and that the seal affixed to the foregoing instrument is the corporate seal of said corporation and that said instrument was signed and sealed in behalf of said corporation by authority of its board of directors, and said Lynn D. Rawlings acknowledged said instrument to be the free act and deed of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in my office in the City of St. Louis, Missouri, the day and year last above written.

My commission expires April 11, 2016.

/s/ Marcia Polster

Notary Public

State of Missouri

(SEAL)

[ Signature page to Thirty-Second Supplemental Indenture ]


State of Missouri		)
		) ss.
City of St. Louis		)

On this 9th day of August, 2013 before me appeared Victor Zarilli to me personally known, who, being by me duly sworn did say that he is a Senior Vice President of UMB Bank & Trust, n.a., the national banking association described in and which executed the foregoing instrument, and that the seal affixed to the foregoing instrument is the seal of said association and that said instrument was signed and sealed in behalf of said association by authority of its board of directors, and said Deanna Wilson acknowledged said instrument to be the free act and deed of said association.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in my office in the City of St. Louis, Missouri, the day and year last above written.

My commission expires April 11, 2016.

/s/ Marcia Polster

Notary Public

State of Missouri

(SEAL)

[ Signature page to Thirty-Second Supplemental Indenture ]

Exhibit A

Explanatory Note: Each of the sections of the Mortgage presented below shows such section as if it were amended and restated in accordance with Section 9.1 of the Thirty-Second Supplemental Indenture. Deletions are noted with a ~~strike-through~~ and additions are noted with a double underline . This Exhibit A is being provided for informational purposes only and nothing in this Exhibit A shall constitute or be considered part of the Thirty-Second Supplemental Indenture or otherwise be binding on the Company, the Trustee or any bondholder under the Mortgage.

SECTION 1.03.

The term “Treasurer’s certificate” shall mean a certificate signed and verified by the ~~President or a Vice President and~~ Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, any Vice-President (whether or not his or her title includes a modifier such as “Executive”, “Senior” or the like), the Treasurer ~~or an~~ , any Assistant Treasurer , the Corporate Secretary or any Assistant Corporate Secretary of the Company or any other officer of the Company designated in a Treasurer’s certificate delivered to the Trustee to be thereafter authorized to sign and verify Treasurer’s certificates . Each such certificate shall include the statements required by Section 3.01 hereof.

The term “engineer’s certificate” shall mean a certificate signed and verified by the Chief Executive Officer, the President ~~or a~~ , the Chief Financial Officer, any Vice-President or (whether or not his or her title includes a modifier such as “Executive”, “Senior” or the like), the Treasurer ~~of the Company~~ or any Assistant Treasurer and by an engineer. Each such certificate shall include the statements required by Section 3.01 hereof.

* * * * *

SECTION 1.04.

(II) When any property additions are certified to the Trustee in any certificate under any of the provision of this Indenture as the basis either of the right to the authentication and delivery of bonds which are being applied for or of the right to the authentication and delivery of bonds which is being waived pursuant to the provisions of this Indenture, or as the basis of a credit under the provisions of Section 2.13 hereof, (A) there shall be deducted, except (if the Company shall so elect) in the case of property additions which consist of assets acquired from St. Louis County Gas Company, or any successor thereto, as provided in Section 6.07 hereof, from the cost or fair value thereof to the Company, as the case may be, an amount equal to the cost (or as to property additions the fair value of which at the time the same became funded property was less than the cost as determined pursuant to this Section, then such fair value in lieu of cost) of all funded property previously retired (other than the funded property, if any, in connection with the application for the release of which such certificate is filed) and not theretofore deducted from the cost or fair value to the Company of property additions theretofore certified to the Trustee and (B) there shall be added to such cost or fair value to the Company of property additions as the case may be, the sum of

A-1

(a) the principal amount of all obligations secured by purchase money mortgage and all cash (other than proceeds of such purchase money obligations) received by the Trustee or the trustee or other holder of any prior lien, in either case representing the proceeds of insurance on, the consideration for the release of or the proceeds of the disposal of, such funded property retired;

(b) the principal amount of any bond or fraction of a bond, the right to the authentication and delivery of which under the provisions of Section 7.01 hereof shall have been waived as the basis of the release of such funded property retired;

(c) ~~ten-sixths~~ four-thirds ( 10 4 / ~~6ths~~ 3rds ) of the principal amount of each bond or fraction of a bond, the right to the authentication and delivery of which upon the basis of property additions shall have been waived as the basis of the release of such funded property retired; and

(d) the amount of the proceeds of insurance of the disposal of such funded property retired which shall have been applied by the Company to the acquisition or construction of property in substitution therefor or replacement thereof in the exercise by the Company of any right so to apply such proceeds without depositing such proceeds with the Trustee hereunder or with the trustee or other holder of a prior lien as hereinafter defined;

provided, however, that the aggregate of the amounts added under clause (B) above shall in no event exceed the amounts deducted under clause (A) above. For the purposes of the deductions required by this subdivision (II) of Section 1.04, the cost and/or the fair value of funded property retired shall be determined as follows: (1) in the case of property which was owned by The Laclede Gas Light Company on August 31, 1942, the cost shall be the amount at which such property was carried in the fixed capital account on the books of the Company on August 31, 1942, or, if such amount shall subsequent to August 31, 1942 be adjusted on the books of the Company pursuant to any order, rule, regulation or recommendation of any governmental commission or other public authority having or assuming jurisdiction over the Company or over any of its property or business, then such adjusted amount; provided, however, that if any item of property retired is not separately carried on the books of the Company the amount shall be such amount, as shown on the books of the Company, as shall be allocated by the Company to such property retired; and (2) in the ease of property addition; retired, the cost and the fair value thereof, respectively, shall be the cost and the fair value thereof respectively, to the Company, as shown by the engineer’s certificate or independent engineer’s certificate furnished to the Trustee at the time such property additions became funded property, or, if not so separately shown, shall be such portion of the cost and/or the fair value to the Company of property additions properly allocable thereto, and in case such property additions shall not have been included in any engineer’s certificate or independent engineer’s certificate theretofore furnished to the Trustee, the cost and fair value thereof shall be as shown, as of the time when they became funded property, in an engineer’s certificate then delivered to the Trustee.

* * * * *

SECTION 1.07. The term “net earnings certificate” shall mean a certificate signed and verified by the President , or a Vice-President ~~and the~~ (whether or not his or her title includes a modifier such as “Executive”, “Senior” or the like) or the Chief Financial Officer and the Treasurer or an Assistant Treasurer of the Company , (which Treasurer or Assistant Treasurer shall be an accountant) stating (A)

A-2

the net earnings of the Company for a period of any twelve (12) consecutive calendar months within the fifteen (15) calendar months immediately preceding the first day of the month in which the application for the authentication and delivery under this Indenture of bonds then applied for is made, showing how the same have been calculated, and to that end specifying the total operating revenues of the Company, with the principal divisions thereof, and the net non-operating income of the Company, and deducting from the total thereof the total of the operating expenses (including (a) taxes—other than income taxes, profits taxes and other taxes measured by, or dependent on, net income after deduction of interest, (b) rentals and insurance, (c) expenses for ordinary maintenance and repairs, and provision for retirements and/or depreciation, the total of which shall be in no event less than the amount (prior to any deductions therefrom or credits thereagainst) of the Maintenance and Improvement Fund requirement specified in Section 9.07 hereof, but not including any (i) expenses for taxes on income or profits and other taxes measured by, or dependent on, net income, (ii) provisions for reserves for renewals, replacements, depreciation, depletion or retirement of property (or any expenditures therefor), or provisions for amortization of property, (iii) expenses or ~~pro-visions~~ provisions for interest on any ~~of the~~ indebtedness of the Company or , for the amortization of debt discount ~~and~~ , premium, expense or ~~for any~~ loss on reacquired debt, for any maintenance and replacement, improvement or sinking fund or other ~~like~~ device for the retirement of any indebtedness or the amortization of utility plant adjustment or acquisition accounts or other intangibles, or the amortization of the book values of gas manufacturing and storage facilities owned by the Company on August 31, 1942, which shall hereafter become no longer used or useful by reason of the substitution of natural gas , or for other amortization, (iv) expenses or provisions for any non-recurring charge to income or to retained earnings of whatever kind or nature (including without limitation the recognition of expense or impairment due to the non-recoverability of assets or expense), whether or not recorded as a non-recurring charge in the Company’s books of account, and (v) provisions for any refund of revenues previously collected or accrued by the Company subject to possible refund ), and further deducting from such balance of earnings the amount by which the aggregate of (1) net non-operating income and (2) net income which in the opinion of the signers is directly derived from the operation of property not subject to the lien of this Indenture at the date of such certificate, exceeds ten per centum, 10% of such balance of earnings , the amount so arrived at being for all purposes of this Indenture the net earnings of the Company for such period; and (B) the annual interest requirements upon, and the principal amount of, (1) all bonds outstanding hereunder at the date of such certificate, except any which are then being made the basis, pursuant to the provisions of Article VII, for the authentication and delivery of bonds, (2) those then applied for in the application in connection with which such certificate is made and those applied for in any other pending application, and (3) all other indebtedness (except indebtedness for the purchase, payment or redemption of which moneys in the necessary amount shall have been deposited with or be held by the Trustee or the trustee or other holder of a lien prior hereto with irrevocable direction so to apply the same) outstanding in the hands of the public on the date of such certificate and secured by lien prior to the lien of this Indenture upon property of the Company subject to the lien of this Indenture, if said indebtedness has been assumed by the Company or if the Company customarily pays the interest upon the principal thereof. In determining net non-operating income there shall not be included profits realized or losses sustained from the sale or other disposition of capital assets or profits or losses on retirements of bonds secured hereby ~~or Debentures issued under Debenture Agreement dated as of March 1, 1945 between the Company and Manufacturers Trust Company, as trustee~~ .

* * * * *

A-3

SECTION 1.08 Any request, demand, authorization, direction, notice, consent, election, waiver or other document provided or permitted by this Indenture to be made, given or furnished to, or filed with, the Trustee by any bondholder or by the Company, or the Company by the Trustee or by any bondholder, shall be sufficient for every purpose hereunder (unless otherwise expressly provided herein) if the same shall be in writing and delivered personally to an officer or other responsible employee of the addressee, or transmitted by telecopy or other direct written electronic means, or transmitted by registered or certified mail or reputable overnight courier, charges prepaid to the applicable address set under such party’s name below or to such other address as either party hereto may, from time to time designate:

If to the Trustee, to:

UMB Bank & Trust, n.a.

2 South Broadway, Suite 600

St. Louis, Missouri 63102

Attention: Richard F. Novosak, Assistant Vice President

Email: richard.novosak@umb.com

If to the Company, to:

Laclede Gas Company

720 Olive Street

St. Louis, Missouri 63101

Attention: Treasurer

Email: Laclede_Treasury@thelacledegroup.com

* * * * *

SECTION 2.13. An amount in cash and/or principal amount of bonds of the 1965 Series equivalent to one per centum (1%) of the greatest principal amount of bonds of the 1965 Series theretofore at any one time out-standing; provided, however, that there shall be credited against the amount of cash or bonds payable or deliverable pursuant to this Section ~~sixty~~ seventy-five per centum ( 60 75 %) of the cost or fair value to the Company (which-ever is less) of any property additions which are not then funded property and which the Company elects to make the basis of a credit under this Section. Any property additions which the Company elects to make the basis of a credit under this Section shall, to the extent of the cost or fair value thereof to the Company (whichever is less) made the basis of such credit, have the status of funded property.

* * * * *

A-4

SECTION 6.03. Bonds of any one or more series ‘shall be authenticated and delivered under the provisions of this Article VI upon the basis of property additions for a principal amount not exceeding ~~sixty~~ seventy-five per centum ( 60 75 %) of the balance of the cost or of the fair value thereof to the Company (whichever is less) after making any deductions and any additions required by subdivision (II) of Section 1.04 hereof cost of any such property additions (except as otherwise provided in the next succeeding sentence) shall be deemed to be the sum of (1) any cash forming a part of such cost, which, for all purposes of this Indenture, shall include amounts payable in cash, liability for which has actually been incurred by the Company, (2) an amount equivalent to the fair market value in cash (as of the date of delivery) of any securities delivered in payment therefor or for the acquisition thereof and (3) the principal amount of any prior lien bonds secured by lien upon such property additions at the time of their acquisition unless the engineer’s certificate hereinafter in subdivision (3) of Section 6.06 hereof provided for shall state that the principal amount of such prior lien bonds has theretofore been included in cost when other property additions subject to the same prior liens shall have been made the basis under any of the provisions of this Indenture for the authentication and delivery of bonds or the withdrawal of cash or the release of property or a credit under the provisions of Section 2.13 or subdivision (c) of Section 9.07 hereof. The cost of any such property additions received or to be received by the Company, in whole or in part, as consideration in exchange for property released or to be released shall be determined in the manner provided in Section 13.03 hereof. The amount of the cost of any property additions and the then fair value thereof to the Company and the fair market value in cash of any securities so delivered in payment therefor and the amount of any deductions and any additions required to be made by subdivision (II) of Section 1.04 hereof shall be determined for the purposes of this Article VI by the appropriate certificates provided for in Section 6.06 hereof.

* * * * *

SECTION 6.07. Anything in this Indenture to the contrary notwithstanding, if the Company shall acquire as a going concern all or substantially all of the assets of St. Louis County Gas Company, a Missouri corporation, or of any successor thereto, then and in that event, such assets shall be considered property additions as defined herein and bonds of any one or more series shall be authenticated and delivered as provided by this Article VI upon the basis of such property additions so acquired, for a principal amount not exceeding ~~sixty~~ seventy-five per centum ( 60 75 %) of the cost or of the fair value thereof to the Company (whichever is less) without making any deductions therefrom or additions thereto which otherwise would be required by subdivision (II) of Section 1.04 hereof, and notwithstanding the fact that at the time such property additions so acquired from St. Louis County Gas Company, or any successor thereto, are certified to the Trustee (or so much thereof as the Company shall desire to use for that purpose) the cost or fair value to the Company, as the case may be, of all funded property previously retired since August 31, 1942 shall exceed the cost or fair value to the Company, as the case may be, of all property additions acquired, made or constructed since that date. The cost of any such property additions so acquired from St. Louis County Gas Company, or any successor thereto, and the fair value thereof to the Company, and the fair market value in cash of ‘any securities delivered in payment therefor shall be determined for the purposes of this Article VI as provided in Section 6.03 hereof and by the appropriate certificates provided for in Section 6.06 hereof subject to the following specific provisions:

* * * * *

A-5

SECTION 9.07. (I) That it will at all times make or cause to be made such expenditures by means of repairs and maintenance and substitutions, renewals and replacements of property or otherwise as shall be necessary to maintain the mortgaged and pledged property as an operating system or systems in good repair, working order and condition, provided, however, that nothing in this Section 9.07 or else-where in this Indenture contained shall be construed to prevent the Company from ceasing to operate or from abandoning any of its plants or any other property, if, in the judgment of the Company, it is advisable not to operate or to abandon the same and the operation or maintenance thereof shall not be essential to the maintenance and continued operation of the remainder of the mortgaged and pledged property and the security afforded by this Indenture will not be materially impaired by the termination of such operation or by such abandonment.

In furtherance but not in limitation thereof, the Company covenants that while any bonds of the 1965 Series are outstanding it will, for the period beginning with the date of this Indenture and ending December 31, 1945 and for the calendar year 1946 and for each calendar year thereafter, pay to the Trustee on or before May 1, 1946 and on or before each first day of May thereafter, as and for a Maintenance and Improvement Fund, a sum in cash equal to fifteen per centum (15%) of the gross operating revenue of the Company, as defined in subdivision (II) of this Section 9.07, for said period ending December 31, 1945 or such calendar year, as the case may be, less, however, the cost to the Company of gas purchased, including the cost or demand charge •for any standby service (provided, however, that if in any calendar year subsequent to December 31, 1945, the send-out of oven gas in terms from the present by-product coke plant of the Company or from any other coke plant hereafter acquired by the Company, or both, shall constitute less than 5% of the total gas in therms sent out by the Company during such calendar year, then, and in that event, instead of the foregoing percentage of gross operating revenue the Company shall pay to the Trustee as above provided a sum in cash equal to two and three-quarters per centum (2 3/4%) of the average amount of the gross property account of the Company, as defined in Subdivision (III) of this Section 9.07, for such calendar year) and also less, in either case, to the extent that the Company desires to include the same, the following credits against such Fund:

(a) All expenditures of the Company during said period ending December 31, 1945 or such calendar year, as the case may be, for ordinary maintenance and repairs of the mortgaged and pledged property which have not theretofore been made the basis of a credit under this Section;

(b) The amount of all expenditures of the Company subsequent to August 31, 1942 for property of the character of property additions (other than property described in subdivision (7) of Section 1.04 hereof) after deducting therefrom the sum of (1) all amounts theretofore made the basis of a credit under this sub-division (b), (2) an amount equivalent to ~~ten-sixths~~ four-thirds ( 10 4 / ~~6ths~~ 3rds ) of the principal amount of all bonds either (i) authenticated and delivered under the provisions of Article VI hereof, or (ii) the right to the authentication and delivery of which has been waived under the provisions of Section 8.02 hereof, and (3) an amount equivalent to ~~ten-sixths~~ four-thirds ( 10 4 / ~~6ths~~ 3rds ) of the amount of any credit taken under Section 2.13 hereof upon the basis of property additions as therein provided; provided, however, that any such expenditures, set forth as a basis of a credit in the Treasurer’s certificate provided for in this Section, shall have been made with respect to property additions constituting part of the mortgaged and pledged property at the date of such Treasurer’s certificate; and provided further, that the aggregate of all amounts then and theretofore made the basis of a credit under this

A-6

subdivision (b) shall not exceed the aggregate of the costs of all mortgaged and pledged property retired subsequent to August 31, 1942. Such costs shall be determined in the manner provided for the determination of the cost of funded property retired in connection with the deductions required by subdivision (II) of Section 1.04 hereof;

(c) An amount equal to ~~ten-sixths~~ four-thirds ( 10 4 / ~~6ths~~ 3rds ) of the principal amount of each bond or fraction of a bond to the authentication and delivery of which the Company would then be entitled on the basis of property additions by virtue of compliance with all applicable provisions of this Indenture (except, as hereinafter in this Section provided) relating to such authentication and delivery but which have not been authenticated and delivered;

(d) The principal amount of any outstanding• bonds, with all unmatured coupons, secured hereby, then surrendered to the Trustee, which bonds and coupons shall forthwith be canceled by the Trustee and, upon request of the Company, the Trustee shall cremate the same and deliver to the Company a certificate of such cremation;

(e) The principal amount of any Debentures issued under Debenture Agreement dated as of March 1, 1945, between the Company and the Manufacturers Trust Company, as trustee (or any debenture, note, bond or other evidence of indebtedness issued upon the refunding, replacement, renewal or extension of all or any part of said Debentures or other evidences of indebtedness, all of which are included in the term “Debentures” as used herein) which shall have been purchased, paid, retired or redeemed by the Company, upon certification to the Trustee as hereinafter provided; provided, however, that the amount of the credit which may be taken under this subdivision (e) shall not exceed Two hundred thousand Dollars ($200,000) for the “calendar year 1945, and a like amount for each calendar year thereafter, plus, for each such calendar year, the principal amount of any Debentures not made the basis of a credit as permitted by this subdivision (e) in the period ending December 31, 1945, or in any preceding calendar year or years subsequent to December 31, 1945, as the case may be; and provided further that the maximum principal amount of Debentures which may be made the basis of a credit under this subdivision (e) shall be Two million Dollars ($2,000,000) and that credit may not be taken under this subdivision•(e) for any calendar year subsequent to the calendar year 1955. Any Debenture made the basis of a credit under this subdivision (e) shall be surrendered by the holder or owner thereof (including the Company in cases where any Debentures shall be acquired by it) to the trustee under said Debenture Agreement or to the trustee under any other instrument pursuant to which such Debentures may be issued (or if there be no such trustee, to the Company) for cancellation and at the time of using any credit under this subdivision (e) the Company shall furnish to the Trustee a certificate of such trustee (or of the Company) evidencing such cancellation and stating the principal amount of the Debentures purchased, paid, retired or redeemed.

* * * * *

SECTION 12.03. In the event that the Company shall complete the giving of notice of its intention to redeem any bonds so redeemable, the Company shall, and it hereby covenants that it will, on or before the redemption date specified in such notice, deposit with the Trustee a sum of money sufficient to redeem all such bonds so to be redeemed on such date and/or irrevocably direct the Trustee to apply from money held by it available to be used for the redemption of bonds, a sum of money

A-7

sufficient to redeem such bonds. If the Company shall fail so to deposit or direct the application of the money for the redemption of said bonds and such failure shall continue for a period of ten days after the redemption elate, such failure, so continued, shall constitute a completed default under this Indenture and the said bonds so called for redemption shall thereupon immediately become due and payable, and the holders of said bonds shall be entitled to receive and the Company shall be obligated to pay the redemption price of said bonds and thereupon and without the lapse of any period of time all the remedies provided for in Article XIV hereof with respect to a default in the payment of principal of bonds outstanding hereunder shall be available to and enforceable by the Trustee.

With respect to any notice of redemption of bonds at the election of the Company, unless, upon the giving of such notice, such bonds shall be deemed to have been paid in accordance with Section 19.01 hereof, such notice may state that such redemption shall be conditional upon the receipt by the Trustee, on or prior to the date fixed for such redemption, of money sufficient to pay the principal of and premium, if any, and interest, if any, on such bonds and that if such money shall not have been so received such notice shall be of no force or effect and the Company shall not be required to redeem such bonds. In the event that such notice of redemption contains such a condition and such money is not so received, the redemption shall not be made and within a reasonable time thereafter notice shall be given, in the manner in which the notice of redemption was given, that such money was not so received and such redemption was not required to be made.

* * * * *

SECTION 13.03. Unless the Company is in default in the payment of the interest on any bonds then outstanding hereunder or one or more of the completed defaults specified in Section 14.01 hereof shall have occurred and be continuing, the Company may obtain the release of any of the mortgaged and pledged property, except cash then held by the Trustee (provided, however, that prior lien bonds deposited with the Trustee shall not be released except as provided in Article XI hereof), and the Trustee shall release the same from the lien hereof upon the application of the Company and receipt by the Trustee of

…

(5) an amount in cash, to be held by the Trustee as part of the mortgaged and pledged property, equivalent to the amount if any, by which the then fair value of the property to be released, as specified in the engineer’s certificate or in the independent engineer’s certificate, as the case may be, provided for in subdivision (3) above, exceeds the aggregate (subject to the limitations hereinafter contained in clause (c) of this subdivision with respect to obligations secured by purchase money mortgages upon the property released) of the following items to the extent that the Company desires to include the same:

(a) the principal amount of any obligations secured by purchase money mortgage upon the property released delivered to the Trustee, to be held as part of the mortgaged and pledged property; and

(b) ~~ten sixths~~ four-thirds ( 10 4 / ~~6ths~~ 3rds ) of the principal amount of each bond or fraction of a bond to the authentication and delivery of which the Company shall be entitled under any of the provisions of this Indenture (other than those contained in

A-8

Section 8.01 hereof and except that against bonds authenticable under Section 7.01 hereof, credit may be taken under this subdivision in an amount equal only to one hundred per centum (100%) of the principal amount of such bonds) by virtue of compliance with all applicable provisions of this Indenture (except any earnings requirements or net earnings certificates) relating to such authentication and delivery but which have not been authenticated and delivered; provided, however, that any application for such release of property shall, to the extent, and to the extent only, that the property so to be released is funded property , operate as a waiver, by the Company of the right to the authentication and delivery of each such bond or fraction thereof on the basis of which right such property is released; and to such extent no such bond or fraction thereof may thereafter be authenticated and delivered hereunder and, to such extent, any property additions which were the basis of such right to the authentication and delivery of bonds so waived shall have the status of funded property; and

(c) the principal amount of any obligations secured by purchase money mortgage upon the property to be released and/or any amount in cash, that is evidenced to the Trustee by a certificate of the trustee or other holder of a prior lien or a lien prior hereto, as the case may be, stating that such trustee or other holder has received and holds the same in accordance with the provisions of such prior lien or lien prior hereto in consideration for the release of such property or any part thereof from such prior lien or lien prior hereto;

provided, however, that for the purposes of this subdivision (5) obligations secured by purchase money mortgages upon the property to be released shall be included in determining such aggregate only to the extent of a sum which shall not exceed ~~sixty~~ seventy-five per centum ( 60 75 %) of the fair value of the property released and only if the principal amount of the purchase money obligations so included plus the principal amount of all purchase money obligations then held by the Trustee or by the trustee or other holder of a prior lien or lien prior hereto under the provisions of this subdivision (5) and theretofore included in making the computation herein provided for shall not exceed . five per centum (5%) of the principal amount of all bonds then outstanding under this Indenture;

Notwithstanding anything to the contrary in this Section 13.03, unless the Company is in default in the payment of the interest on any bonds then outstanding hereunder or one or more of the completed defaults specified in Section 14.01 hereof shall have occurred and be continuing, the Company may obtain the release of any of the mortgaged and pledged property and the Trustee shall release the same from the lien hereof without requiring compliance with any of the above provisions of this Section 13.03, provided that the aggregate fair value of the property to be so released on any date in a given calendar year, together with all other property released pursuant to this paragraph in such calendar year, shall not exceed the greater of (a) Twenty Million Dollars ($20,000,000) or (b) three per centum (3%) of the aggregate principal amount of bonds then outstanding, upon the application of the Company and receipt by the Trustee of

A-9

On or before December 31st of each calendar year, the Company shall (1) deposit with the Trustee an amount in cash equal to seventy-five per centum (75%) of the aggregate cost of the properties constituting funded property so released during such year (or, if the fair value to the Company of any particular property at the time the same became funded property was certified to be an amount less than the cost thereof, then such fair value, as so certified, in lieu of cost) or (2) identify property additions not constituting funded property to take the place of the funded property so released, which property additions shall thereafter constitute funded property and to which the Company shall waive the right to use such property additions as the basis for the authentication and delivery of bonds; provided, however, that no such deposit pursuant to clause (1) above shall be required to be made hereunder to the extent that cash or other consideration shall, as indicated in a Treasurer’s Certificate delivered to the Trustee, have been deposited with the trustee or holder of other lien prior to the lien of this Indenture in accordance with the provisions thereof; and provided, further, that the amount of cash so required to be deposited may be reduced, at the election of the Company, by the items specified in clause (5) in the first paragraph of this Section 13.03, subject to all of the limitations and conditions specified therein, to the same extent as if such property were being released pursuant to such paragraph. Any cash deposited with the Trustee under this Section 13.03 may thereafter be withdrawn, used or applied in the manner, to the extent and for the purposes, and subject to the conditions, provided in Section 13.05.

* * * * *

SECTION 13.05. (I) Any money received in consideration of any release by the Trustee under this Article XIII, including payment on account, of the principal of any obligations secured by purchase money mortgage so received, shall be paid to and held by the Trustee; and, unless the Company is in default in the payment of the interest on any bonds then outstanding hereunder or one or more of the completed defaults specified in Section 14.01 hereof shall have occurred and be continuing, such money, and any other money which by the provisions of this Indenture are to be applied as in this Section provided (subject to the provisions of paragraph B of Section 13.06 hereof),

A-10

(1) may be withdrawn from time to time by the Company in an amount equal to ~~ten-sixths~~ four-thirds ( 10 4 / ~~6ths~~ 3rds ) of the principal amount of each bond or fraction of a bond to the authentication and delivery of which the Company shall be entitled under any of the provisions of this Indenture (other than those contained in Section 8.01 hereof and except that against bonds authenticable under Section 7.01 hereof, money may be withdrawn under this sub-division in an amount equal only to one hundred per centum (100%) of the principal amount of such bonds) by virtue of compliance with all applicable provisions of this ‘ Indenture (except any earnings requirements or net earnings certificates) relating to such authentication and delivery but which have not been authenticated and delivered; provided, however, that any request for such withdrawal of money shall, to the extent, and to the extent only, that the money to be so withdrawn is funded cash, operate as a Waiver by the Company of the right to the authentication and delivery of each such bond or fraction thereof on the basis of which right such funded cash is withdrawn; and to such extent no such or fraction thereof may thereafter be authenticated and delivered hereunder and, to such extent, any property additions which were the basis of such right to the authentication and delivery of bonds so waived shall have the status of funded property; or

(2) may, upon the request of the Company, evidenced by a resolution delivered to the Trustee, be used by the Trustee for the purchase of bonds issued hereunder in accordance with the provisions of Section 12.05 hereof; or

(3) may, upon the request of the Company, evidenced by a resolution delivered to the Trustee, be applied by the Trustee to the payment at maturity or the redemption of any bonds issued hereunder as are by their terms redeemable before maturity, of such series as may be designated by the Company, such redemption to be in the manner and as provided in Article XII hereof.

* * * * *

SECTION 18.01. The Trustee shall at all times be ( a bank or trust company having its principal office and place of business in the Borough of Manhattan, The City of New York, or in the City of St. Louis, Missouri, if there be such a bank or trust company willing and able to accept the trust upon reasonable or customary terms, and which shall at all times be a bank or trust company organized as ) a corporation organized and doing business under the laws of the United States ~~or of the State of New York or of the State of Missouri, with a capital and surplus of at least $3,000,000 and~~ of America, any state or territory thereof or the District of Columbia, authorized under such laws to exercise corporate trust powers , having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authority . , or (b) if and to the extent permitted by the United States Securities and Exchange Commission by rule, regulation or order upon application, a corporation or other person doing business under the laws of a foreign government, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 or the U.S. dollar equivalent of the applicable foreign currency and subject to supervision or examination by authority of such foreign government or a political subdivision thereof substantially equivalent to supervision or examination applicable to United States institutional trustees, and, in either case, qualified and eligible under this Article and not otherwise disqualified under Section 310(a)(5) of the Trust Indenture Act.

* * * * *

A-11

SECTION 18.06. Any notice or demand which by any provision of ’ this Indenture is required or permitted to be given or served by the Trustee on the Company shall be deemed to have been sufficiently given or served, for all purposes, by being deposited postage prepaid in a post-office letter box addressed (until another address is filed by the Company with the Trustee for the purposes of this Section), as follows: The Laclede Gas Light Company, St. Louis, Missouri. if given in the manner prescribed by Section 1.08 hereof.

* * * * *

SECTION 18.21. Any corporation into which the Trustee may be merged or with which it may be consolidated or any corporation resulting from any merger or consolidation to which the Trustee shall be a party or any corporation to which substantially all of the corporate trust business ~~and assets~~ of the Trustee may be transferred, provided such corporation shall be eligible under the provisions of Section 18.01 hereof and qualified under Section 18.14 hereof shall be the successor trustee under this Indenture, without the execution or filing of any paper or the performance of any further act on the part of any other parties hereto, anything herein to the contrary notwithstanding. In case any of the bonds contemplated to be issued hereunder shall have been authenticated but not delivered, any such successor to the Trustee may, subject to the same terms and conditions as though such successor had itself authenticated such bonds, adopt the certificate of authentication of the original Trustee or of any successor to it as trustee hereunder, and deliver the said bonds so authenticated; and in case any of said bonds shall not have been authenticated, any successor to the Trustee may authenticate such bonds either in the name of any predecessor hereunder or in the name of the successor trustee, and in all such cases such certificate shall have the full force which it is anywhere in said bonds or in this Indenture provided that the certificate of the Trustee shall have; provided, however, that the right to authenticate bonds in the name of the Trustee shall apply only to its successor or successors by merger or consolidation or sale as aforesaid.

* * * * *

SECTION 20.01. Modifications and alterations of this Indenture and/or of any indenture supplemental hereto and/or of the rights and obligations of the Company and/or of the holders of outstanding bonds and coupons issued hereunder may be made as provided in the ~~nine~~ ten next succeeding Sections hereof numbered 20.02 to ~~20.10~~ 20.11 hereof , both inclusive.

* * * * *

SECTION 20.02. The Trustee may at any time call a meeting of the bondholders affected by the business to he submitted to the meeting and it shall call such a meeting on the written request of the Company, given pursuant to a resolution of its Board of Directors. The holders of ~~:fifteen~~ twenty five per centum ( 15 25 % ; ) or more in principal amount of the bonds affected by the business to be submitted to the meeting outstanding hereunder at the time of . such request may request the Trustee to call such a meeting. In the event of the Trustee’s failing for ten (10) days to call a meeting after being thereunto requested by the Company or the bondholders as above set forth, holders of outstanding bonds affected by the ‘business to be submitted to the meeting to the• amount above specified in this Section or the Company, pursuant to resolution of its Board of Directors, may call such meeting. Every such meeting called by and at the instance of the Trustee shall be held at the principal office of the Trustee, or, at the election of the Trustee, at such place in the Borough of Manhattan, The City of New York, as shall be

A-12

selected by the Trustee or, with the written approval of the Company, at any other place in the United States of America, and written notice thereof, stating the place and time thereof and in general terms the business to be submitted, shall be mailed by the Trustee not less than thirty (30) days before such meeting (a) to each registered bolder of bonds affected by the business to be submitted to the meeting then outstanding hereunder addressed to him at his address appearing on the registry books, (b) to each holder of any such bond payable to bearer who shall have filed with the Trustee an address for notices to be addressed to him, (c) to all other bondholders whose names and addresses are preserved at the time by the Trustee, as provided in subdivision (a) of Section 10.02 hereof, and (d) to the Company addressed to it at St. Louis, Missouri (or at such other address as may be designated by the Company from time to time) and shall be published by the Trustee at least once a week for four (4) successive calendar weeks immediately preceding the meeting in one daily newspaper printed in the English language and published and of general circulation in the Borough of Manhattan, The City of New York, and in one daily newspaper printed in the English language and published and of general circulation in the City of St. Louis, State of Missouri; provided, however, that the mailing of such notice to any bondholders affected by the business submitted to the meeting shall in no case be a condition precedent to the validity of any action taken at such meeting. If such meeting is called by or at the instance either of the Company or the bondholders affected by the business submitted to the meeting, it shall be held at such place in the United States of America as may be specified in the notice calling such meeting and notice thereof shall be sufficient for all purposes hereof if given by newspaper publication as aforesaid stating the place and time of the meeting and in general terms the business to be transacted. Any meeting of bondholders shall be valid without notice if the holders of all bonds affected by the business submitted to the meeting then outstanding hereunder are present in person or by proxy and if the Company and the Trustee are present by duly authorized representatives, or if notice is waived in writing before or after the meeting by the Company, the holders of all bonds affected by the business submitted to the meeting outstanding hereunder or by such as are not present in person or by proxy and by the Trustee.

* * * * *

SECTION 20.06. Subject to the provisions of this Section and of Section 20.10 hereof, the holders of not less than ~~sixty-six and two-thirds per centum (66 ² / ₃ %)~~ a majority in principal amount of the bonds outstanding hereunder (computed as provided in Section 1.02 hereof) when such meeting is held must be present at such meeting in person or by proxy in order to constitute a quorum for the transaction of business, less than a quorum, however, having power to adjourn; provided, however, that in case more than one series of bonds shall be outstanding under this Indenture, and any business to be submitted to such meeting shall affect the rights of holders of the bonds of one or more series and shall not affect the rights of holders of the bonds of one or more of the other series, then only holders of the bonds of the series to be affected shall have the right to notice of or to attend or vote at any such meeting or shall be counted for the purpose of a quorum. The determination of the Trustee as to what series of bonds the rights of the holders of which are affected shall be conclusive. If such meeting is adjourned by less than a quorum for more than fourteen (14) days, notice thereof shall forth with be mailed by the Trustee if such meeting shall have been called by the Trustee (a) to the Company addressed to it at St. Louis, Missouri (or at such other address as may be designated by the Company in writing from time to time), (b) to each registered holder of bonds entitled to notice then outstanding hereunder addressed to him at his address appearing on the registry books, and (c) to each holder of any such bond payable to bearer who shall have filed with the Trustee an address for notices, and (d) to every other bondholder whose name and address is preserved at the time by the Trustee, as provided in subdivision (a) of Section 10.02 hereof, in each case addressed to him at such address, and shall be published at least once

A-13

in each fourteen (14) clay period of such adjournment in one daily newspaper printed in the English language and published and of general circulation in the Borough of Manhattan, The City of New York, and in one daily newspaper printed in the English language and published and of general circulation in the City of St. Louis, State of Missouri. Failure to mail such notice to any such bondholder as aforesaid shall in no case affect the validity of any action taken at any meeting held pursuant to such adjournment. If such meeting shall have been called by bondholders or by the Company after the failure of the Trustee to call the same after being requested so to do in accordance with the provisions of Section 20.02 hereof, notice of such adjournment shall be given by the permanent Chairman and permanent Secretary of the meeting in the newspapers and for the number of times above specified in this Section and shall be sufficient if so given.

* * * * *

SECTION 20.07. Subject to the provisions of Section 20.06 ~~and~~ , Section 20.10 and Section 20.11 hereof, any modification or alteration of , this Indenture and/or of any indenture supplemental hereto and/or of the rights and obligations of the Company and/or of the holders of bonds and coupons issued hereunder in any particular may be made at a meeting of bondholders duly convened and held in accordance with the provisions of this Article, but only by resolution duly adopted by the affirmative vote of the holders of ~~sixty-six and two-thirds per centum, (66 2/3%)~~ a majority or more in principal amount of the bonds entitled to vote at such meeting outstanding hereunder (computed as provided in Section 1.02 hereof) when such meeting is held, and approved by resolution of the Board of Directors of the Company as hereinafter specified; provided, however, that no such modification or alteration shall, without the consent of the holder of any bond issued hereunder affected thereby, permit (1) the extension of the maturity of the principal of such bond, or (2) the reduction in the rate of interest thereon or any other modification in the terms of payment of such principal or interest except that the holders of not less than seventy-five per centum (75%) in principal amount of the bonds at the time outstanding may consent on behalf of the holders of all bonds at the time outstanding to the postponement of any interest payment for a period not exceeding three years from its due date, or (3) the creation of any lien ranking prior to, or on a parity with, the lien of this Indenture with respect to any of the property mortgaged or pledged hereunder, or (4) the deprivation of any non-assenting bondholder of a lien upon the mortgaged and pledged property for the security of his bonds (subject only to the lien of taxes, assessments or governmental charges not then due and delinquent and to any mortgage or other liens existing upon said property which are prior hereto at the date of the calling of any such bondholders’ meeting) or (5) the reduction of the percentage required by the provisions of this Section 20.07 for the taking of any action under this Section 20.07 with respect to any bond outstanding hereunder; and provided, further, that notwithstanding the provisions of this Section 20.07 or any other Section of this Article XX the holders of not less than a majority in principal amount of all bonds at the time outstanding may (A) direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture, or (B) on behalf of the holders of all such bonds, to consent to the waiver of any past default and its consequences. For all purposes of this Article, the Trustee, subject to the provisions of Sections 18.02 and 18.03 hereof , shall be entitled to rely upon an opinion of counsel with respect to the extent, if any, as to which any action taken at such meeting affects the rights under this Indenture or under any indenture supplemental hereto of any holders of bonds then outstanding hereunder.

* * * * *

A-14

SECTION 20.11. In lieu of a vote of holders at a meeting as hereinbefore contemplated in this Article XX, any request, demand, authorization, direction, notice, consent, waiver or other action may be made given or taken by holders of bonds by written instruments as provided in this Section 20.11. Any request, demand, authorization, direction, notice, consent, election, waiver or other action provided by this Indenture to be made, given or taken by holders of outstanding bonds (including with respect to the amendment of this Indenture) may be embodied in and evidenced by one or more written instruments of substantially similar tenor signed by such holders in person or by an agent duly appointed or, alternatively, may be embodied in and evidenced by the record of holders voting in favor thereof at any meeting of holders as provided in Section 20.08 hereof, or any combination of such instruments and any such record of holders. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and to the Company. Any written instrument or instruments evidencing the action of holders of bonds as provided in this Section shall be proof of such actions made, given or taken by the relevant holders for any purpose of this Indenture and conclusive in favor of the Trustee and the Company.

* * * * *

SECTION 21.04. Any power, privilege or right expressly or impliedly reserved to or in any way conferred upon the Company by any provision of this Indenture, whether such power, privilege or right is in any way restricted or is unrestricted, may be in whole or in part waived or surrendered or subjected to any restriction if at the time unrestricted or to additional restriction if already restricted ~~, and the Company may~~ . Anything in this Indenture to the contrary notwithstanding, the Company and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (i) to enter into any further covenants, limitations or restrictions for the benefit of any one or more series of bonds issued hereunder and provide that a breach thereof shall be equivalent to a default under this Indenture ~~or the Company may~~ ; (ii) to cure any ambiguity or correct or supplement any defective or inconsistent provisions contained herein or in any supplemental indenture ~~, by an instrument in writing executed and acknowledged by the Company in such manner as would be necessary to entitle a conveyance of real estate to record in all of the states in which~~ ; (iii) to correct or amplify the description of any property at ~~the~~ any time subject to the lien ~~hereof shall be situated~~ of this Indenture, or better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture, or subject to the lien of this Indenture additional property; or (iv) to change or eliminate any provision of this Indenture or to add any new provision to this Indenture provided that no such change, elimination or addition shall adversely affect the interests of the holders of bonds of any series . The Trustee is hereby authorized to join with the Company in the execution of any such instrument or instruments. Such instrument, executed and acknowledged as aforesaid, shall be delivered to the Trustee and thereupon if such instrument shall have been signed by the Trustee any modification of the provisions of these presents therein set forth, authorized by this Section, shall be binding upon the parties hereto, their successors and assigns, and the holders of the bonds and coupons hereby secured. Anything ~~herein~~ to the contrary notwithstanding, this Section shall not be construed to permit any act, waiver, surrender or restriction adversely affecting any bonds then outstanding hereunder.

A-15

Without limiting the generality of the foregoing, if the Trust Indenture Act of 1939, as in effect at any time and from time to time,

(1) shall require one or more changes to any provisions hereof or the inclusion herein of any additional provisions, or shall by operation of law be deemed to effect such changes or incorporate such provisions by reference or otherwise, this Indenture shall be deemed to have been amended so as to conform to the Trust Indenture Act as then in effect, and the Company and the Trustee may, without the consent of any holders of bonds, enter into an indenture supplemental hereto to evidence such amendment hereof; or

(2) shall permit one or more changes to, or the elimination of, any provisions hereof which shall theretofore have been required by the Trust Indenture Act of 1939 to be contained herein or are contained herein to reflect any provisions of the Trust Indenture Act of 1939, this Indenture shall be deemed to have been amended to effect such changes or elimination, and the Company and the Trustee may, without the consent of any holders of bonds, enter into an indenture supplemental hereto to evidence such amendment hereof.

* * * * *

SECTION 21.11. This Indenture and any bonds issued hereunder shall be governed by and construed in accordance with the laws of the State of Missouri, except (a) to the extent that the law of any other jurisdiction shall be mandatorily applicable, (b) to the extent that perfection and the effect of perfection of the Lien of this Indenture may be governed by the laws of states other than the State of Missouri as provided by law, and (c) that the rights, duties, obligations, privileges and immunities of the Trustee under this Indenture and the bonds shall be governed by the laws of the jurisdiction in which the corporate trust office of the Trustee is located in the event such corporate trust office is not located in the State of Missouri.

A-16

Exhibit 5.1

LACLEDE GAS COMPANY

720 Olive Street

St. Louis, MO 63101

Mark C. Darrell

August 13, 2013

Laclede Gas Company

720 Olive Street

St. Louis, Missouri 63101

Ladies and Gentlemen:

I am Senior Vice President, General Counsel and Chief Compliance Officer of The Laclede Group, Inc., a Missouri corporation and the parent company of Laclede Gas Company, a Missouri corporation (the “ Company ”). I am responsible for the legal affairs of the Company and, in that capacity, I am familiar with the registration, pursuant to a registration statement on Form S-3, as it may be amended from time to time (File No. 333-190388-01) (the “ Registration Statement ”), filed with the Securities and Exchange Commission (the “ Commission ”) pursuant to the Securities Act of 1933, as amended (the “ Act ”), of the offering and sale by the Company of $100,000,000 aggregate principal amount of its 2.000% Series First Mortgage Bonds due 2018, $250,000,000 aggregate principal amount of its 3.400% Series First Mortgage Bonds due 2023 and $100,000,000 aggregate principal amount of its 4.625% Series First Mortgage Bonds due 2043 (collectively, the “ Bonds ”), issued under the Mortgage and Deed of Trust, dated as of February 1, 1945, as previously supplemented by certain supplemental indentures thereto, and the supplemental indenture relating to the Bonds (as supplemented, the “ Indenture ”), by and between the Company and UMB Bank & Trust, n.a., as successor trustee (the “ Trustee ”), and sold pursuant to the Underwriting Agreement, dated August 6, 2013 (the “ Underwriting Agreement ”), by and between the Company and the several underwriters listed on Schedule I thereto (collectively, the “ Underwriters ”), for whom Wells Fargo Securities, LLC acted as representative. This letter is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.

I have examined originals or certified copies of (a) the Registration Statement, (b) the Indenture and the forms of the Bonds, (c) the Underwriting Agreement, (d) resolutions adopted by the Board of Directors of the Company and the pricing committee thereof authorizing the issuance and sale of the Bonds, (e) the Report and Order Granting Application in Case No. GM-2013-0254, effective July 31, 2013 entered by the Missouri Public Service Commission, and (f) such corporate records of the Company and other certificates and documents of officials of the Company, public officials and others as I have deemed appropriate for purposes of this letter. I have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to me as originals and the conformity to authentic original documents of all copies submitted to me as conformed, certified or reproduced copies. As to various questions of fact relevant to this letter, I have relied, without independent

investigation, upon certificates of public officials and certificates of officers of the Company, all of which I assume to be true, correct and complete. I have also relied upon a certificate of an officer of the Trustee as to the Trustee’s due authorization, execution and delivery of the Indenture.

Based upon the foregoing and subject to the assumptions, exceptions, qualifications and limitations set forth herein, I am of the opinion that the Bonds have been duly authorized and legally issued and, when duly authenticated by the Trustee in accordance with the terms of the Indenture and delivered to and paid for by the Underwriters pursuant to the terms of the Underwriting Agreement, will constitute binding obligations of the Company.

The opinions and other matters in this letter are qualified in their entirety and subject to the following:

A.	I express no opinion as to the laws of any jurisdiction other than the laws of the State of Missouri.

The matters expressed in this letter are subject to and qualified and limited by (i) applicable bankruptcy, insolvency, fraudulent transfer and conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally; and (ii) general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief (regardless of whether considered in a proceeding in equity or at law).

This letter is limited to the matters expressly stated herein and no opinion is to be inferred or implied beyond the opinion expressly set forth herein. I undertake no, and hereby disclaim any, obligation to make any inquiry after the date hereof or to advise you of any changes in any matter set forth herein, whether based on a change in the law, a change in any fact relating to the Company or any other person or any other circumstance.

I hereby consent to the filing of this letter as an exhibit to a Current Report on Form 8-K filed by the Company with the Commission on or about the date hereof, to the incorporation by reference of this letter into the Registration Statement and to the use of my name in the Prospectus Supplement dated August 6, 2013, forming a part of the Registration Statement under the caption “Legal Matters.” In giving this consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations thereunder.

Very truly yours,

/s/ Mark C. Darrell