LACLEDE GAS CO
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<TYPE>EX-10.17
<SEQUENCE>2
<FILENAME>ex10p17.txt
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Exhibit 10.17

                           THE LACLEDE GROUP, INC.


                            EQUITY INCENTIVE PLAN
                      RESTRICTED STOCK AWARD AGREEMENT

         THIS AGREEMENT, made as of this ___ day of ____________ 20__,
between The Laclede Group, Inc. (the "Company") and ________________ (the
"Participant").

         WHEREAS, the Company has adopted and maintains The Laclede Group,
Inc. Equity Incentive Plan (the "Plan") to promote the interests of the
Company and its stockholders by providing the key employees of the Company
and its subsidiaries with an appropriate incentive to encourage them to
continue in the employ of the Company and its subsidiaries and to improve
the growth and profitability of the Company;

         WHEREAS, the Plan provides for the Award to Participants in the
Plan of Restricted Stock of the Company.

         NOW, THEREFORE, in consideration of the mutual covenants set forth
in this Agreement, the parties hereto hereby agree as follows:

         1. GRANT OF RESTRICTED STOCK. Pursuant to, and subject to, the
terms and conditions set forth herein and in the Plan, the Company grants to
the Participant ____ Shares of Common Stock of the Company subject to the
restrictions set forth in Section 4 of this Agreement (the "Restricted
Stock").

         2. GRANT DATE. The Grant Date of the Restricted Stock is
________________, 20__.

         3. INCORPORATION OF PLAN. All terms, conditions and restrictions of
the Plan are incorporated herein and made part hereof as if stated herein.
If there is any conflict between the terms and conditions of the Plan and
this Agreement, the terms and conditions of the Plan, as interpreted by the
Administrator, shall govern. All capitalized terms used herein shall have
the meaning given to such terms in the Plan.

         4. RESTRICTIONS. Except as hereinafter provided, Participant shall
forfeit, for no consideration from the Company, all of the Shares of
Restricted Stock awarded hereunder upon Participant's termination of
employment for any reason prior to _____________, 20__. This Award shall
expire on the Participant's termination of employment with respect to all of
the Shares of Restricted Stock as to which restrictions have not lapsed as
provided in Section 5, and the Participant shall forfeit any right to such
Shares.



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                                                     THE LACLEDE GROUP, INC.
                                                       Equity Incentive Plan
                                            Restricted Stock Award Agreement
============================================================================


         5. LAPSE OF RESTRICTIONS. The restrictions imposed by Section 4
shall lapse and all of the Shares of Restricted Stock shall vest in
Participant on ____________, 20__.

         For purposes of this Section 5, a leave of absence granted to
Participant with the approval of the Board of Directors shall not be deemed
to cause Participant to cease to be continuously employed by the Company.

         Notwithstanding the foregoing, unless the Administrator determines
otherwise at a later date, if within two years following a Change in Control
the Participant's employment is terminated by the Company or its subsidiary
without Cause (a "Change in Control Termination"), the restrictions shall
lapse on ____________ or at the date of the Change in Control Termination,
whichever happens sooner.

         6. SHAREHOLDER RIGHTS. Participant shall have all of the rights of
a shareholder of the Company with respect to shares of Restricted Stock,
including the right to vote and to receive dividends; but shares subject to
the restrictions of Section 4 shall not be transferable.

         7. HOW SHARES ARE HELD. The Restricted Stock shall be held by a
Company custodian until such restrictions have lapsed. The Company shall
cause certificates without a restrictive legend to be issued for any
Restricted Stock as, and when, such restrictions lapse as provided in
Section 5.

         8. SHARES NON-TRANSFERABLE. Shares of Restricted Stock awarded
hereunder shall not be transferable by Participant and may not be assigned,
pledged, or otherwise encumbered until after the restrictions have lapsed as
provided in Section 5.

         9. RIGHT TO CONTINUED EMPLOYMENT. Nothing in this Agreement shall
confer on any individual any right to continue in the employ of the Company
or a subsidiary or interfere with the right of the Company or a subsidiary
to terminate the Participant's employment at any time.

         10. TAX WITHHOLDING AND TAX ELECTION. The Company shall not be
obligated to transfer any shares of Restricted Stock until Participant pays
to the Company in cash, or any other form of property, including Company
common stock, acceptable to the Company, the amount required to be withheld
from the wages of Participant with respect to such shares. The Company also
shall withhold from dividends any amount required to be withheld by any
governmental entity.

         The Participant may, but is not required to, elect to apply the
rules of Section 83(b) of the Internal Revenue Code, as amended ("Code") to
the issuance of the shares of Restricted Stock that is subject to a
substantial risk of forfeiture. If the Participant makes an affirmative
election under Section 83(b) of the Code, the Participant must file such
election within 30 days after the date of this Agreement with the Internal
Revenue Service and notify the Company within 30 days after making such
election.


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                                                     THE LACLEDE GROUP, INC.
                                                       Equity Incentive Plan
                                            Restricted Stock Award Agreement
============================================================================


         11. NON-COMPETITION AND CONFIDENTIAL INFORMATION. Notwithstanding
any provision of this Agreement to the contrary, all proceeds realized, or
that could be realized, on the sale of the Shares by the Participant as a
result of this Award, shall be payable to the Company by the Participant if,
during the period beginning on the date hereof and ending eighteen months
following the date the Participant's employment with the Company and its
subsidiaries terminates, the Participant: (1) discloses Confidential
Information, as defined below, to any person not employed by the Company or
not engaged to render services to the Company; or (2) Engages in
Competition, as defined below.

                  For purposes of this Section 11, "Confidential
Information" means any confidential information obtained by the Participant
while in the employ of the Company or a subsidiary, including, without
limitation, any of the Company's or subsidiary's inventions, processes,
methods of distribution, customers or trade secrets; provided, however, that
this provision shall not preclude the Participant from use or disclosure of
information known generally to the public or of information not considered
confidential by persons engaged in the business conducted by the Company or
subsidiary or from disclosure required by law or court order.

                  "Engage in Competition" means the Participant's direct or
indirect hire, solicit to hire, or attempt to induce any employee of the
Company or a subsidiary (who is an employee of the Company or a subsidiary
as of the time of such hire or solicitation or attempt to hire) or any
former employee of the Company or a subsidiary (who was employed by the
Company or a subsidiary within the 12-month period immediately preceding the
date of such hire or solicitation or attempt to hire) to leave the
employment of the Company or a subsidiary.

         12. INTEGRATION. This Agreement, and the other documents referred
to herein or delivered pursuant hereto which form a part hereof, contain the
entire understanding of the parties with respect to its subject matter.
There are no restrictions, agreements, promises, representations,
warranties, covenants or undertakings with respect to the subject matter
hereof other than those expressly set forth herein. This Agreement,
including without limitation the Plan, supersedes all prior agreements and
understandings between the parties with respect to its subject matter and
may only be amended by mutual written consent of the parties.

         13. GOVERNING LAW. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Missouri,
without regard to the provisions governing conflict of laws.


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                                                     THE LACLEDE GROUP, INC.
                                                       Equity Incentive Plan
                                            Restricted Stock Award Agreement
============================================================================


         14. PARTICIPANT ACKNOWLEDGMENT. By accepting this Award, the
Participant acknowledges receipt of a copy of the Plan, and acknowledges
that all decisions, determinations and interpretations of the Administrator
in respect of the Plan and this Agreement shall be final and conclusive.

         In addition, the Participant acknowledges that violation by the
Participant of Section 11 of this Agreement will obligate the Participant to
pay to the Company all proceeds realized or that could be realized by the
Participant as a result of this Award.

                           THE LACLEDE GROUP, INC.

                           By:      _________________________________________

                           Title:   _________________________________________




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                           Participant



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                           Printed Name






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