10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

(Mark One)

[ X ]	QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017
	OR
[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to

Commission File Number	Name of Registrant, Address of Principal Executive Offices and Telephone Number	State of Incorporation	I.R.S. Employer Identification Number
1-16681	Spire Inc. 700 Market Street St. Louis, MO 63101 314-342-0500	Missouri	74-2976504
1-1822	Laclede Gas Company 700 Market Street St. Louis, MO 63101 314-342-0500	Missouri	43-0368139
2-38960	Alabama Gas Corporation 2101 6th Avenue North Birmingham, Alabama 35203 205-326-8100	Alabama	63-0022000

Indicate by check mark whether each registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such report) and (2) has been subject to such filing requirements for the past 90 days.

Spire Inc.	Yes [ X ]	No [ ]
Laclede Gas Company	Yes [ X ]	No [ ]
Alabama Gas Corporation	Yes [ X ]	No [ ]

Indicate by check mark whether each registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Spire Inc.	Yes [ X ]	No [ ]
Laclede Gas Company	Yes [ X ]	No [ ]
Alabama Gas Corporation	Yes [ X ]	No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer	Accelerated filer	Non- accelerated filer	Smaller reporting company	Emerging growth company
Spire Inc.	X
Laclede Gas Company			X
Alabama Gas Corporation			X

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Spire Inc.	[ ]
Laclede Gas Company	[ ]
Alabama Gas Corporation	[ ]

Indicate by check mark whether each registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Spire Inc.	Yes [ ]	No [ X ]
Laclede Gas Company	Yes [ ]	No [ X ]
Alabama Gas Corporation	Yes [ ]	No [ X ]

The number of shares outstanding of each registrant’s common stock as of April 28, 2017 was as follows:

Spire Inc.	Common Stock, par value $1.00 per share	48,258,599
Laclede Gas Company	Common Stock, par value $1.00 per share (all owned by Spire Inc.)	24,577
Alabama Gas Corporation	Common Stock, par value $0.01 per share (all owned by Spire Inc.)	1,972,052

Laclede Gas Company and Alabama Gas Corporation meet the conditions set forth in General Instructions H(1)(a) and (b) to Form 10-Q and are therefore filing this Form 10-Q with the reduced disclosure format specified in General Instructions H(2) to Form 10-Q.

This combined Form 10-Q represents separate filings by Spire Inc., Laclede Gas Company and Alabama Gas Corporation. Information contained herein relating to an individual registrant is filed by that registrant on its own behalf. Each registrant makes no representation as to information relating to the other registrants, except that information relating to Laclede Gas Company and Alabama Gas Corporation are also attributed to Spire Inc.

TABLE OF CONTENTS			Page No.
GLOSSARY			2
PART I. FINANCIAL INFORMATION
Item 1	Financial Statements (Unaudited):
	Spire Inc.
		Condensed Consolidated Statements of Income	4
		Condensed Consolidated Statements of Comprehensive Income	5
		Condensed Consolidated Balance Sheets	6
		Condensed Consolidated Statements of Common Shareholders’ Equity	8
		Condensed Consolidated Statements of Cash Flows	9
	Laclede Gas Company
		Condensed Statements of Income	10
		Condensed Statements of Comprehensive Income	11
		Condensed Balance Sheets	12
		Condensed Statements of Common Shareholder’s Equity	14
		Condensed Statements of Cash Flows	15
	Alabama Gas Corporation
		Condensed Statements of Income	16
		Condensed Balance Sheets	17
		Condensed Statements of Common Shareholder’s Equity	19
		Condensed Statements of Cash Flows	20
	Notes to Financial Statements
		Note 1. Summary of Significant Accounting Policies	21
		Note 2. Earnings Per Common Share	25
		Note 3. Regulatory Matters	26
		Note 4. Financing Arrangements and Long-term Debt	29
		Note 5. Fair Value of Financial Instruments	30
		Note 6. Fair Value Measurements	31
		Note 7. Concentrations of Credit Risk	35
		Note 8. Pension Plans and Other Postretirement Benefits	35
		Note 9. Information by Operating Segment	38
		Note 10. Commitments and Contingencies	41
		Note 11. Subsequent Events	44
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations		45
Item 3	Quantitative and Qualitative Disclosures About Market Risk		63
Item 4	Controls and Procedures		63
PART II. OTHER INFORMATION
Item 1	Legal Proceedings		64
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds		65
Item 6	Exhibits		65
SIGNATURES			66
EXHIBIT INDEX			67

1

GLOSSARY OF KEY TERMS AND ABBREVIATIONS

Alabama Utilities	Alagasco and Mobile Gas, the utilities serving the Alabama region	MDNR	Missouri Department of Natural Resources
Alagasco	Alabama Gas Corporation	MGE	Missouri Gas Energy
AOCI	Accumulated other comprehensive income or loss	MGP	Manufactured gas plant
APSC	Alabama Public Service Commission	Missouri Utilities	Laclede Gas Company (including MGE), the utilities serving the Missouri region
ASC	Accounting Standards Codification	MMBtu	Million British thermal units
ASU	Accounting Standards Update	Mobile Gas	Mobile Gas Service Corporation
Bcf	Billion cubic feet	MoPSC	Missouri Public Service Commission
BVCP	Brownfields/Voluntary Cleanup Program	MSPSC	Mississippi Public Service Commission
CERCLA	Comprehensive Environmental Response, Compensation, and Liability Act of 1980	NYMEX	New York Mercantile Exchange, Inc.
Degree days	The average of a day’s high and low temperature below 65, subtracted from 65, multiplied by the number of days impacted	NYSE	New York Stock Exchange
EnergySouth	EnergySouth, Inc.	O&M	Operation and maintenance expense
EPA	US Environmental Protection Agency	OPC	Missouri Office of the Public Counsel
EPS	Earnings per share	OTCBB	Over-the-Counter Bulletin Board
FASB	Financial Accounting Standards Board	PGA	Purchased Gas Adjustment
FERC	Federal Energy Regulatory Commission	PRP	Potentially responsible party
GAAP	Accounting principles generally accepted in the United States of America	RSE	Rate Stabilization and Equalization
Gas Marketing	Operating segment including Spire Marketing, which is engaged in the non-regulated marketing of natural gas and related activities	SEC	US Securities and Exchange Commission
Gas Utility	Segment including the regulated operations of the Utilities	Spire Marketing	Spire Marketing Inc. (formerly known as Laclede Energy Resources, Inc., or LER)
GSA	Gas Supply Adjustment	US	United States
ICE	Intercontinental Exchange	Utilities	Laclede Gas, Alagasco, and the subsidiaries of EnergySouth
ISRS	Infrastructure System Replacement Surcharge	Willmut Gas	Willmut Gas & Oil Company
Laclede Gas	Laclede Gas Company, or Missouri Utilities

2

PART I. FINANCIAL INFORMATION

The interim financial statements included herein have been prepared by three separate registrants — Spire Inc. (Spire or the Company), Laclede Gas Company (Laclede Gas or Missouri Utilities) and Alabama Gas Corporation (Alagasco) — without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). These financial statements should be read in conjunction with the financial statements and the notes thereto included in each registrant’s respective Form 10-K for the fiscal year ended September 30, 2016.

The Financial Information in this Part I includes separate financial statements (i.e., balance sheets, statements of income and comprehensive income, statements of common shareholders’ equity and statements of cash flows) for Spire, Laclede Gas and Alagasco. The Notes to Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations are also included and presented herein on a combined basis for Spire, Laclede Gas and Alagasco.

3

Item 1. Financial Statements

SPIRE INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

	Three Months Ended March 31,					Six Months Ended March 31,
(In millions, except per share amounts)	2017		2016			2017		2016
Operating Revenues:
Gas Utility	$	641.1	$	611.5		$	1,113.4	$	1,010.3
Gas Marketing and other	22.3		(2.2		)	45.1		(1.6		)
Total Operating Revenues	663.4		609.3			1,158.5		1,008.7
Operating Expenses:
Gas Utility
Natural and propane gas	254.3		261.1			448.1		409.6
Operation and maintenance	98.4		94.3			197.8		185.9
Depreciation and amortization	37.9		33.8			75.6		67.3
Taxes, other than income taxes	48.3		43.9			81.7		72.1
Total Gas Utility Operating Expenses	438.9		433.1			803.2		734.9
Gas Marketing and other	44.1		8.5			85.8		19.1
Total Operating Expenses	483.0		441.6			889.0		754.0
Operating Income	180.4		167.7			269.5		254.7
Other Income	3.6		0.8			4.1		2.2
Interest Charges:
Interest on long-term debt	19.2		16.7			38.3		33.6
Other interest charges	3.5		2.6			6.5		4.7
Total Interest Charges	22.7		19.3			44.8		38.3
Income Before Income Taxes	161.3		149.2			228.8		218.6
Income Tax Expense	53.3		48.4			75.6		70.9
Net Income	$	108.0	$	100.8		$	153.2	$	147.7
Weighted Average Number of Common Shares Outstanding:
Basic	45.6		43.3			45.6		43.3
Diluted	45.7		43.5			45.7		43.5
Basic Earnings Per Share of Common Stock	$	2.36	$	2.32		$	3.35	$	3.40
Diluted Earnings Per Share of Common Stock	$	2.36	$	2.31		$	3.34	$	3.39
Dividends Declared Per Share of Common Stock	$	0.53	$	0.49		$	1.05	$	0.98
See the accompanying Notes to Financial Statements.

4

SPIRE INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

	Three Months Ended March 31,						Six Months Ended March 31,
(In millions)	2017			2016			2017			2016
Net Income	$	108.0		$	100.8		$	153.2		$	147.7
Other Comprehensive Income, Before Tax:
Cash flow hedging derivative instruments:
Net hedging gains (losses) arising during the period	1.0			(0.6		)	12.5			(1.3		)
Reclassification adjustment for (gains) losses included in net income	(0.1		)	0.5			0.1			1.7
Net unrealized gains (losses) on cash flow hedging derivative instruments	0.9			(0.1		)	12.6			0.4
Net gains on defined benefit pension and other postretirement plans	—			—			0.1			0.1
Net unrealized losses (gains) on available for sale securities	—			0.1			(0.1		)	—
Other Comprehensive Income, Before Tax	0.9			—			12.6			0.5
Income Tax Expense Related to Items of Other Comprehensive Income	0.4			—			4.7			0.2
Other Comprehensive Income, Net of Tax	0.5			—			7.9			0.3
Comprehensive Income	$	108.5		$	100.8		$	161.1		$	148.0
See the accompanying Notes to Financial Statements.

5

SPIRE INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	March 31,			September 30,			March 31,
(Dollars in millions, except per share amounts)	2017			2016			2016
ASSETS
Utility Plant	$	4,978.8		$	4,793.6		$	4,271.3
Less: Accumulated depreciation and amortization	1,585.9			1,506.4			1,286.1
Net Utility Plant	3,392.9			3,287.2			2,985.2
Non-utility Property (net of accumulated depreciation and amortization of $8.3, $8.1 and $7.8 at March 31, 2017, September 30, 2016, and March 31, 2016, respectively)	26.6			13.7			13.8
Goodwill	1,163.9			1,164.9			946.0
Other Investments	63.2			62.1			61.1
Total Other Property and Investments	1,253.7			1,240.7			1,020.9
Current Assets:
Cash and cash equivalents	19.6			5.2			8.7
Accounts receivable:
Utility	238.5			127.8			217.1
Other	127.9			113.4			66.8
Allowance for doubtful accounts	(20.8		)	(20.5		)	(18.9		)
Delayed customer billings	11.6			1.6			10.1
Inventories:
Natural gas	117.6			174.0			97.5
Propane gas	12.0			12.0			12.0
Materials and supplies	16.8			16.3			14.5
Natural gas receivable	7.8			9.7			19.5
Derivative instrument assets	8.2			11.4			7.6
Unamortized purchased gas adjustments	61.0			49.7			8.9
Other regulatory assets	64.8			44.2			32.4
Prepayments and other	19.3			24.8			27.6
Total Current Assets	684.3			569.6			503.8
Deferred Charges:
Regulatory assets	827.7			838.0			732.6
Other	98.1			128.9			65.0
Total Deferred Charges	925.8			966.9			797.6
Total Assets	$	6,256.7		$	6,064.4		$	5,307.5

6

SPIRE INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)

(UNAUDITED)

	March 31,		September 30,			March 31,
	2017		2016			2016
CAPITALIZATION AND LIABILITIES
Capitalization:
Common stock (par value $1.00 per share; 70.0 million shares authorized; 45.7 million, 45.6 million, and 43.4 million shares issued and outstanding at March 31, 2017, September 30, 2016 and March 31, 2016, respectively)	$	45.7	$	45.6		$	43.4
Paid-in capital	1,177.7		1,175.9			1,040.3
Retained earnings	655.9		550.9			599.4
Accumulated other comprehensive income (loss)	3.7		(4.2		)	(1.7		)
Total Common Stock Equity	1,883.0		1,768.2			1,681.4
Long-term debt (less current portion)	1,925.3		1,820.7			1,839.3
Total Capitalization	3,808.3		3,588.9			3,520.7
Current Liabilities:
Current portion of long-term debt	—		250.0			—
Notes payable	567.4		398.7			253.6
Accounts payable	218.6		210.9			127.1
Advance customer billings	14.5		70.2			31.7
Wages and compensation accrued	29.0		39.8			26.6
Dividends payable	24.9		23.5			22.1
Customer deposits	35.7		34.9			33.0
Interest accrued	15.3		14.8			14.3
Taxes accrued	46.7		55.2			36.8
Unamortized purchased gas adjustments	1.6		1.7			4.3
Other regulatory liabilities	29.7		28.9			33.8
Other	31.9		32.7			35.5
Total Current Liabilities	1,015.3		1,161.3			618.8
Deferred Credits and Other Liabilities:
Deferred income taxes	690.6		607.3			564.2
Pension and postretirement benefit costs	308.1		303.7			254.8
Asset retirement obligations	212.4		206.4			162.8
Regulatory liabilities	144.1		130.7			110.7
Other	77.9		66.1			75.5
Total Deferred Credits and Other Liabilities	1,433.1		1,314.2			1,168.0
Commitments and Contingencies (Note 10)
Total Capitalization and Liabilities	$	6,256.7	$	6,064.4		$	5,307.5
See the accompanying Notes to Financial Statements.

7

SPIRE INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMMON SHAREHOLDERS’ EQUITY

(UNAUDITED)

	Common Stock Outstanding				Paid-in Capital			Retained Earnings			AOCI*
(Dollars in millions)	Shares		Amount											Total
Balance at September 30, 2015	43,335,012		$	43.3	$	1,038.1		$	494.2		$	(2.0	)	$	1,573.6
Net income	—		—		—			147.7			—			147.7
Dividend reinvestment plan	12,704		—		0.7			—			—			0.7
Stock-based compensation costs	—		—		2.7			—			—			2.7
Stock issued under stock-based compensation plans	127,496		0.1		0.5			—			—			0.6
Employee’s tax withholding for stock-based compensation	(29,227	)	—		(1.7		)	—			—			(1.7		)
Dividends declared	—		—		—			(42.5		)	—			(42.5		)
Other comprehensive income, net of tax	—		—		—			—			0.3			0.3
Balance at March 31, 2016	43,445,985		$	43.4	$	1,040.3		$	599.4		$	(1.7	)	$	1,681.4
Balance at September 30, 2016	45,650,642		$	45.6	$	1,175.9		$	550.9		$	(4.2	)	$	1,768.2
Net income	—		—		—			153.2			—			153.2
Dividend reinvestment plan	11,820		—		0.8			—			—			0.8
Stock-based compensation costs	—		—		3.3			—			—			3.3
Stock issued under stock-based compensation plans	122,094		0.1		(0.1		)	—			—			—
Employee’s tax withholding for stock-based compensation	(34,589	)	—		(2.2		)	—			—			(2.2		)
Dividends declared	—		—		—			(48.2		)	—			(48.2		)
Other comprehensive income, net of tax	—		—		—			—			7.9			7.9
Balance at March 31, 2017	45,749,967		$	45.7	$	1,177.7		$	655.9		$	3.7		$	1,883.0
* Accumulated other comprehensive income (loss)
See the accompanying Notes to Financial Statements.

8

SPIRE INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Six Months Ended March 31,
(In millions)	2017			2016
Operating Activities:
Net Income	$	153.2		$	147.7
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization, and accretion	75.8			67.6
Deferred income taxes and investment tax credits	75.4			71.0
Changes in assets and liabilities:
Accounts receivable	(123.0		)	(53.5		)
Unamortized purchased gas adjustments	0.2			(11.0		)
Accounts payable	28.3			(15.4		)
Delayed/advance customer billings – net	(65.7		)	(20.1		)
Taxes accrued	(13.8		)	(14.7		)
Inventories	55.9			91.4
Other assets and liabilities	36.7			(19.6		)
Other	3.1			(0.4		)
Net cash provided by operating activities	226.1			243.0
Investing Activities:
Capital expenditures	(187.3		)	(121.8		)
Settlement for acquisition of EnergySouth	3.8			—
Other	0.6			(0.7		)
Net cash used in investing activities	(182.9		)	(122.5		)
Financing Activities:
Issuance of long-term debt	250.0			80.0
Repayment of long-term debt	(393.8		)	(80.0		)
Issuance (repayment) of short-term debt - net	168.7			(84.4		)
Issuance of common stock	0.1			2.1
Dividends paid	(46.8		)	(41.6		)
Other	(7.0		)	(1.7		)
Net cash used in financing activities	(28.8		)	(125.6		)
Net Increase (Decrease) in Cash and Cash Equivalents	14.4			(5.1		)
Cash and Cash Equivalents at Beginning of Period	5.2			13.8
Cash and Cash Equivalents at End of Period	$	19.6		$	8.7
Supplemental disclosure of cash paid for:
Interest	$	(41.8	)	$	(36.2	)
Income taxes	(0.9		)	(0.2		)
See the accompanying Notes to Financial Statements.

9

LACLEDE GAS COMPANY

CONDENSED STATEMENTS OF INCOME

(UNAUDITED)

	Three Months Ended March 31,				Six Months Ended March 31,
(In millions)	2017		2016		2017		2016
Operating Revenues:
Utility	$	447.2	$	446.7	$	810.8	$	763.9
Total Operating Revenues	447.2		446.7		810.8		763.9
Operating Expenses:
Utility
Natural and propane gas	241.2		242.8		432.5		392.6
Operation and maintenance	57.5		61.5		118.0		120.3
Depreciation and amortization	23.0		21.9		45.7		43.7
Taxes, other than income taxes	35.3		33.5		59.9		55.2
Total Operating Expenses	357.0		359.7		656.1		611.8
Operating Income	90.2		87.0		154.7		152.1
Other Income	1.9		0.4		2.0		1.2
Interest Charges:
Interest on long-term debt	8.2		8.2		16.5		16.6
Other interest charges	1.5		1.3		2.9		2.2
Total Interest Charges	9.7		9.5		19.4		18.8
Income Before Income Taxes	82.4		77.9		137.3		134.5
Income Tax Expense	25.4		23.6		42.3		40.8
Net Income	$	57.0	$	54.3	$	95.0	$	93.7
See the accompanying Notes to Financial Statements.

10

LACLEDE GAS COMPANY

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

	Three Months Ended March 31,					Six Months Ended March 31,
(In millions)	2017			2016		2017		2016
Net Income	$	57.0		$	54.3	$	95.0	$	93.7
Other Comprehensive (Loss) Income, Net of Tax	(0.2		)	0.1		—		0.2
Comprehensive Income	$	56.8		$	54.4	$	95.0	$	93.9
See the accompanying Notes to Financial Statements.

11

LACLEDE GAS COMPANY

CONDENSED BALANCE SHEETS

(UNAUDITED)

	March 31,			September 30,			March 31,
(Dollars in millions, except per share amounts)	2017			2016			2016
ASSETS
Utility Plant	$	2,855.0		$	2,718.5		$	2,612.5
Less: Accumulated depreciation and amortization	659.6			604.5			580.7
Net Utility Plant	2,195.4			2,114.0			2,031.8
Goodwill	210.2			210.2			210.2
Other Property and Investments	58.3			57.3			56.2
Total Other Property and Investments	268.5			267.5			266.4
Current Assets:
Cash and cash equivalents	3.7			2.1			3.8
Accounts receivable:
Utility	166.4			87.9			159.8
Associated companies	22.7			2.2			1.2
Other	12.0			11.4			17.0
Allowance for doubtful accounts	(16.5		)	(16.1		)	(14.7		)
Delayed customer billings	11.6			1.6			10.1
Inventories:
Natural gas	75.8			127.3			60.1
Propane gas	12.0			12.0			12.0
Materials and supplies	9.9			9.2			8.9
Derivative instrument assets	2.9			4.9			—
Unamortized purchased gas adjustments	17.1			43.1			3.9
Other regulatory assets	38.2			23.9			23.7
Prepayments and other	10.5			14.5			15.3
Total Current Assets	366.3			324.0			301.1
Deferred Charges:
Regulatory assets	569.4			589.8			563.8
Other	2.6			1.1			5.8
Total Deferred Charges	572.0			590.9			569.6
Total Assets	$	3,402.2		$	3,296.4		$	3,168.9

12

LACLEDE GAS COMPANY

CONDENSED BALANCE SHEETS (Continued)

(UNAUDITED)

	March 31,			September 30,			March 31,
	2017			2016			2016
CAPITALIZATION AND LIABILITIES
Capitalization:
Paid-in capital and common stock (par value $1.00 per share; 50,000 authorized; 24,577 shares issued and outstanding)	$	753.9		$	752.0		$	750.0
Retained earnings	398.6			318.3			342.4
Accumulated other comprehensive loss	(1.8		)	(1.8		)	(1.5		)
Total Common Stock Equity	1,150.7			1,068.5			1,090.9
Long-term debt	804.3			804.1			803.7
Total Capitalization	1,955.0			1,872.6			1,894.6
Current Liabilities:
Notes payable	—			243.7			169.6
Notes payable – associated companies	282.2			—			—
Accounts payable	57.8			67.6			51.0
Accounts payable – associated companies	5.1			5.4			1.9
Advance customer billings	0.2			49.1			16.1
Wages and compensation accrued	21.8			29.9			21.0
Dividends payable	—			14.0			21.3
Customer deposits	13.1			13.5			12.9
Interest accrued	7.9			7.7			7.6
Taxes accrued	23.8			29.1			19.1
Unamortized purchased gas adjustments	—			—			4.3
Other regulatory liabilities	2.7			1.3			1.3
Other	8.7			9.9			16.2
Total Current Liabilities	423.3			471.2			342.3
Deferred Credits and Other Liabilities:
Deferred income taxes	607.7			556.9			538.0
Pension and postretirement benefit costs	213.5			211.8			200.8
Asset retirement obligations	77.0			75.2			74.1
Regulatory liabilities	84.5			67.3			69.3
Other	41.2			41.4			49.8
Total Deferred Credits and Other Liabilities	1,023.9			952.6			932.0
Commitments and Contingencies (Note 10)
Total Capitalization and Liabilities	$	3,402.2		$	3,296.4		$	3,168.9
See the accompanying Notes to Financial Statements.

13

LACLEDE GAS COMPANY

CONDENSED STATEMENTS OF COMMON SHAREHOLDER’S EQUITY

(UNAUDITED)

	Common Stock Outstanding			Paid-in Capital		Retained Earnings			AOCI*
(Dollars in millions)	Shares	Amount										Total
Balance at September 30, 2015	24,577	$	0.1	$	748.2	$	291.2		$	(1.7	)	$	1,037.8
Net income	—	—		—		93.7			—			93.7
Stock-based compensation costs	—	—		1.7		—			—			1.7
Dividends declared	—	—		—		(42.5		)	—			(42.5		)
Other comprehensive income, net of tax	—	—		—		—			0.2			0.2
Balance at March 31, 2016	24,577	$	0.1	$	749.9	$	342.4		$	(1.5	)	$	1,090.9
Balance at September 30, 2016	24,577	$	0.1	$	751.9	$	318.3		$	(1.8	)	$	1,068.5
Net income	—	—		—		95.0			—			95.0
Stock-based compensation costs	—	—		1.9		—			—			1.9
Dividends declared	—	—		—		(14.7		)	—			(14.7		)
Balance at March 31, 2017	24,577	$	0.1	$	753.8	$	398.6		$	(1.8	)	$	1,150.7
* Accumulated other comprehensive income (loss)
See the accompanying Notes to Financial Statements.

14

LACLEDE GAS COMPANY

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Six Months Ended March 31,
(In millions)	2017			2016
Operating Activities:
Net Income	$	95.0		$	93.7
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	45.7			43.7
Deferred income taxes and investment tax credits	42.3			40.8
Changes in assets and liabilities:
Accounts receivable	(99.2		)	(42.2		)
Unamortized purchased gas adjustments	37.5			22.2
Accounts payable	(4.5		)	(9.3		)
Delayed/advance customer billings – net	(58.9		)	(16.6		)
Taxes accrued	(5.3		)	(6.3		)
Inventories	50.8			78.5
Other assets and liabilities	10.3			(12.7		)
Other	0.8			0.2
Net cash provided by operating activities	114.5			192.0
Investing Activities:
Capital expenditures	(122.2		)	(85.6		)
Other	0.5			0.3
Net cash used in investing activities	(121.7		)	(85.3		)
Financing Activities:
Repayment of short-term debt - net	(243.7		)	(63.4		)
Borrowings from Spire - net	282.2			—
Dividends paid	(28.7		)	(41.2		)
Other	(1.0		)	—
Net cash provided by (used in) financing activities	8.8			(104.6		)
Net Increase in Cash and Cash Equivalents	1.6			2.1
Cash and Cash Equivalents at Beginning of Period	2.1			1.7
Cash and Cash Equivalents at End of Period	$	3.7		$	3.8
Supplemental disclosure of cash paid for:
Interest	$	(19.0	)	$	(18.6	)
Income taxes	—			—
See the accompanying Notes to Financial Statements.

15

ALABAMA GAS CORPORATION

CONDENSED STATEMENTS OF INCOME

(UNAUDITED)

	Three Months Ended March 31,				Six Months Ended March 31,
(In millions)	2017		2016		2017		2016
Operating Revenues:
Utility	$	158.8	$	166.0	$	245.5	$	248.3
Total Operating Revenues	158.8		166.0		245.5		248.3
Operating Expenses:
Utility
Natural gas	25.8		30.2		42.6		42.3
Operation and maintenance	31.5		33.1		62.7		66.2
Depreciation and amortization	12.3		11.9		24.6		23.6
Taxes, other than income taxes	10.3		10.4		16.9		16.9
Total Operating Expenses	79.9		85.6		146.8		149.0
Operating Income	78.9		80.4		98.7		99.3
Other Income	1.1		0.5		1.5		1.0
Interest Charges:
Interest on long-term debt	2.8		2.7		5.6		5.7
Other interest charges	0.7		0.8		1.5		1.3
Total Interest Charges	3.5		3.5		7.1		7.0
Income Before Income Taxes	76.5		77.4		93.1		93.3
Income Tax Expense	28.9		29.3		35.2		35.3
Net Income	$	47.6	$	48.1	$	57.9	$	58.0
See the accompanying Notes to Financial Statements.

16

ALABAMA GAS CORPORATION

CONDENSED BALANCE SHEETS

(UNAUDITED)

	March 31,			September 30,			March 31,
(Dollars in millions, except per share amounts)	2017			2016			2016
ASSETS
Utility Plant	$	1,776.1		$	1,729.6		$	1,658.8
Less: Accumulated depreciation and amortization	779.1			756.6			705.4
Net Utility Plant	997.0			973.0			953.4
Current Assets:
Cash and cash equivalents	—			—			2.3
Accounts receivable:
Utility	62.0			34.0			57.3
Associated companies	0.4			—			—
Other	5.7			7.2			5.2
Allowance for doubtful accounts	(2.3		)	(3.3		)	(4.2		)
Inventories:
Natural gas	26.5			34.6			30.3
Materials and supplies	5.8			5.9			5.5
Unamortized purchased gas adjustments	43.9			5.6			5.0
Other regulatory assets	11.2			14.9			8.7
Prepayments and other	4.1			5.1			8.1
Total Current Assets	157.3			104.0			118.2
Deferred Charges:
Regulatory assets	229.3			230.7			168.1
Deferred income taxes	186.2			221.4			214.7
Other	62.0			60.8			56.9
Total Deferred Charges	477.5			512.9			439.7
Total Assets	$	1,631.8		$	1,589.9		$	1,511.3

17

ALABAMA GAS CORPORATION

CONDENSED BALANCE SHEETS (Continued)

(UNAUDITED)

	March 31,		September 30,		March 31,
	2017		2016		2016
CAPITALIZATION AND LIABILITIES
Capitalization:
Paid-in capital and common stock (par value $0.01 per share; 3.0 million shares authorized; 2.0 million shares issued and outstanding)	$	420.9	$	451.9	$	451.9
Retained earnings	462.8		415.4		436.2
Total Common Stock Equity	883.7		867.3		888.1
Long-term debt	247.7		247.6		247.6
Total Capitalization	1,131.4		1,114.9		1,135.7
Current Liabilities:
Notes payable	—		82.0		41.0
Notes payable – associated companies	109.3		—		—
Accounts payable	42.8		34.3		28.6
Accounts payable – associated companies	1.5		0.4		0.4
Advance customer billings	14.3		21.1		15.6
Wages and compensation accrued	5.2		7.8		5.6
Customer deposits	18.9		18.2		20.1
Interest accrued	3.4		3.3		3.4
Taxes accrued	16.9		21.6		17.8
Regulatory liabilities	25.1		22.7		32.5
Other	4.8		6.3		4.7
Total Current Liabilities	242.2		217.7		169.7
Deferred Credits and Other Liabilities:
Pension and postretirement benefit costs	76.6		74.3		54.0
Asset retirement obligations	124.1		120.1		88.5
Regulatory liabilities	35.9		41.7		41.4
Other	21.6		21.2		22.0
Total Deferred Credits and Other Liabilities	258.2		257.3		205.9
Commitments and Contingencies (Note 10)
Total Capitalization and Liabilities	$	1,631.8	$	1,589.9	$	1,511.3
See the accompanying Notes to Financial Statements.

18

ALABAMA GAS CORPORATION

CONDENSED STATEMENTS OF COMMON SHAREHOLDER’S EQUITY

(UNAUDITED)

	Common Stock Outstanding			Paid-in Capital			Retained Earnings
(Dollars in millions)	Shares	Amount								Total
Balance at September 30, 2015	1,972,052	$	—	$	480.9		$	393.7		$	874.6
Net income	—	—		—			58.0			58.0
Return of capital to Spire	—	—		(29.0		)	—			(29.0		)
Dividends declared	—	—		—			(15.5		)	(15.5		)
Balance at March 31, 2016	1,972,052	$	—	$	451.9		$	436.2		$	888.1
Balance at September 30, 2016	1,972,052	$	—	$	451.9		$	415.4		$	867.3
Net income	—	—		—			57.9			57.9
Return of capital to Spire	—	—		(31.0		)	—			(31.0		)
Dividends declared	—	—		—			(10.5		)	(10.5		)
Balance at March 31, 2017	1,972,052	$	—	$	420.9		$	462.8		$	883.7
See the accompanying Notes to Financial Statements.

19

ALABAMA GAS CORPORATION

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Six Months Ended March 31,
(In millions)	2017			2016
Operating Activities:
Net Income	$	57.9		$	58.0
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	24.6			23.6
Deferred income taxes and investment tax credits	35.2			35.3
Changes in assets and liabilities:
Accounts receivable	(25.8		)	(21.7		)
Unamortized purchased gas adjustments	(38.3		)	(33.2		)
Accounts payable	10.3			6.2
Advance customer billings	(6.8		)	(3.5		)
Taxes accrued	(4.7		)	(8.2		)
Inventories	8.2			10.0
Other assets and liabilities	2.0			0.3
Other	0.3			(0.4		)
Net cash provided by operating activities	62.9			66.4
Investing Activities:
Capital expenditures	(48.3		)	(35.8		)
Other	—			(1.2		)
Net cash used in investing activities	(48.3		)	(37.0		)
Financing Activities:
Issuance of long-term debt	—			80.0
Redemption and maturity of long-term debt	—			(80.0		)
(Repayment) issuance of short-term debt - net	(82.0		)	10.0
Borrowings from Spire - net	109.3			0.2
Return of capital to Spire	(31.0		)	(29.0		)
Dividends paid	(10.5		)	(15.5		)
Other	(0.4		)	—
Net cash (used in) financing activities	(14.6		)	(34.3		)
Net Decrease in Cash and Cash Equivalents	—			(4.9		)
Cash and Cash Equivalents at Beginning of Period	—			7.2
Cash and Cash Equivalents at End of Period	$	—		$	2.3
Supplemental disclosure of cash paid for:
Interest	$	(6.3	)	$	(6.4	)
Income taxes	—			—
See the accompanying Notes to Financial Statements.

20

SPIRE INC., LACLEDE GAS COMPANY AND ALABAMA GAS CORPORATION

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

(Dollars in millions, except per share amounts)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION –These notes are an integral part of the accompanying unaudited financial statements of Spire Inc. (Spire or the Company), as well as Laclede Gas Company (Laclede Gas or the Missouri Utilities) and Alabama Gas Corporation (Alagasco). Laclede Gas, which includes the operations of Missouri Gas Energy (MGE), and Alagasco are wholly owned subsidiaries of the Company. Laclede Gas, Alagasco and the subsidiaries of EnergySouth, Inc. (EnergySouth) are collectively referred to as the Utilities. The subsidiaries of EnergySouth are Mobile Gas Service Corporation (Mobile Gas) and Willmut Gas & Oil Company (Willmut Gas).

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information with the instructions to Form 10-Q and Rule 10-01 of Regulation S‑X. Accordingly, they do not include all of the disclosures required for complete financial statements. In the opinion of management, the accompanying unaudited financial statements include all adjustments (consisting of only normal recurring adjustments) necessary for the fair presentation of the results of operations for the periods presented. This Form 10-Q should be read in conjunction with the Notes to Financial Statements contained in Spire’s, Laclede Gas’, and Alagasco’s Annual Reports on Form 10-K for the fiscal year ended September 30, 2016.

The consolidated financial position, results of operations, and cash flows of Spire are primarily derived from the financial position, results of operations, and cash flows of the Utilities. In compliance with GAAP, transactions between Laclede Gas and Alagasco and their affiliates, as well as intercompany balances on their balance sheets, have not been eliminated from their separate financial statements. Results of operations of EnergySouth are included in Spire’s results of operations since the September 12, 2016 acquisition and impact the comparability of financial statement periods presented for the Company.

NATURE OF OPERATIONS – Spire Inc. (NYSE: SR), headquartered in St. Louis, Missouri, is a public utility holding company. The Company has two reportable segments: Gas Utility and Gas Marketing. The Gas Utility segment consists of the regulated natural gas distribution operations of the Company and is the core business segment of Spire in terms of revenue and earnings generation. The Gas Utility segment is comprised of the operations of: the Missouri Utilities, serving St. Louis and eastern Missouri, Kansas City and western Missouri (through MGE); Alagasco, serving central and northern Alabama; and the subsidiaries of EnergySouth, serving southern Alabama and south-central Mississippi. Spire’s primary non-utility business, Spire Marketing Inc. (Spire Marketing) was formerly known as Laclede Energy Resources, Inc., which changed its name on December 12, 2016. Spire Marketing is included in the Gas Marketing segment and provides non-regulated natural gas services. The activities of other subsidiaries are described in Note 9, Information by Operating Segment, and are reported as Other. Laclede Gas and Alagasco each have a single reportable segment.

The Company’s earnings are primarily derived from its Gas Utility segment. Due to the seasonal nature of the Utilities’ business, earnings are typically concentrated during the heating season of November through April each fiscal year. As a result, the interim statements of income for Spire, Laclede Gas and Alagasco are not necessarily indicative of annual results or representative of succeeding quarters of the fiscal year.

GOODWILL – Goodwill is measured as the excess of the acquisition-date fair value of the consideration transferred over the amount of acquisition-date identifiable assets acquired net of assumed liabilities. The changes in the carrying amount of goodwill by reportable segment are shown below, reflecting the effect of a $3.8 cash payment to Spire related to the EnergySouth acquisition, offset by net adjustments to acquired insurance receivable and prepaid assets.

	Gas Utility		Gas Marketing		Other			Total
Balance as of September 30, 2016	$	210.2	$	—	$	954.7		$	1,164.9
Adjustments related to the acquisition of EnergySouth	—		—		(1.0		)	(1.0		)
Balance as of March 31, 2017	$	210.2	$	—	$	953.7		$	1,163.9

21

REVENUE RECOGNITION – The Utilities read meters and bill customers on monthly cycles. The Missouri Utilities record their gas utility revenues from gas sales and transportation services on an accrual basis that includes estimated amounts for gas delivered but not yet billed. The accruals for unbilled revenues are reversed in the subsequent accounting period when meters are actually read and customers are billed. The amounts of accrued unbilled revenues for Laclede Gas at March 31, 2017, September 30, 2016, and March 31, 2016 were $66.7, $26.1, and $57.4, respectively.

Alagasco records natural gas distribution revenues in accordance with the tariff established by the Alabama Public Service Commission (APSC). Unbilled revenues for Alagasco, which are not recorded as revenue until billed, at March 31, 2017, September 30, 2016, and March 31, 2016 were $13.5, $5.9, and $14.9, respectively.

The subsidiaries of EnergySouth record natural gas revenues in accordance with tariffs established by the APSC and the Mississippi Public Service Commission (MSPSC). Their unbilled revenues are accrued as described for Laclede Gas above.

Spire’s other subsidiaries, including Spire Marketing, record revenues when earned, either when the product is delivered or when services are performed.

In the course of its business, Spire Marketing enters into commitments associated with the purchase or sale of natural gas. Certain of their derivative natural gas contracts are designated as normal purchases or normal sales and, as such, are excluded from the scope of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 815, “Derivatives and Hedging.” Those contracts are accounted for as executory contracts and recorded on an accrual basis. Revenues and expenses from such contracts are recorded using a gross presentation. Contracts not designated as normal purchases or normal sales are recorded as derivatives with changes in fair value recognized in earnings in the periods prior to physical delivery. Certain of Spire Marketing’s wholesale purchase and sale transactions are classified as trading activities for financial reporting purposes. Under GAAP, revenues and expenses associated with trading activities are presented on a net basis in Gas Marketing Operating Revenues in the Condensed Consolidated Statements of Income. This net presentation has no effect on operating income or net income.

GROSS RECEIPTS TAXES – Gross receipts taxes associated with the Company’s natural gas utility services are imposed on the Utilities and billed to their customers. The revenue and expense amounts are recorded gross in the “Operating Revenues” and “Taxes, other than income taxes” lines, respectively, in the statements of income. The following table presents gross receipts taxes recorded as revenues.

	Three Months Ended March 31,				Six Months Ended March 31,
	2017		2016		2017		2016
Spire	$	34.3	$	32.3	$	53.7	$	50.2
Laclede Gas	25.5		24.7		39.6		38.6
Alagasco	7.7		7.6		11.9		11.6

REGULATED OPERATIONS –The Utilities account for their regulated operations in accordance with FASB ASC Topic 980, “Regulated Operations.” This topic sets forth the application of GAAP for those companies whose rates are established by or are subject to approval by an independent third-party regulator. The provisions of this accounting guidance require, among other things, that financial statements of a regulated enterprise reflect the actions of regulators, where appropriate. These actions may result in the recognition of revenues and expenses in time periods that are different than non-regulated enterprises. When this occurs, costs are deferred as assets in the balance sheet (regulatory assets) and recorded as expenses when those amounts are reflected in rates. In addition, regulators can impose liabilities upon a regulated company for amounts previously collected from customers and for recovery of costs that are expected to be incurred in the future (regulatory liabilities). Management believes that the current regulatory environment supports the continued use of these regulatory accounting principles and that all regulatory assets and regulatory liabilities are recoverable or refundable through the regulatory process.

As authorized by the Missouri Public Service Commission (MoPSC), MSPSC and APSC, the Purchased Gas Adjustment (PGA) clauses and Gas Supply Adjustment (GSA) riders allow the Utilities to pass through to customers the cost of purchased gas supplies. Regulatory assets and liabilities related to the PGA clauses and the GSA rider are both labeled Unamortized Purchased Gas Adjustments herein. See additional information about regulatory assets and liabilities in Note 3, Regulatory Matters.

22

TRANSACTIONS WITH AFFILIATES –Transactions between affiliates of the Company have been eliminated from the consolidated financial statements of Spire. Other than borrowings from Spire reflected in Alagasco’s Condensed Balance Sheets and Condensed Statements of Cash Flows and normal intercompany shared services transactions, there were no transactions between Alagasco and affiliates during the six months endedMarch 31, 2017 and March 31, 2016. Laclede Gas’ transactions with affiliates included:

	Three Months Ended March 31,				Six Months Ended March 31,
	2017		2016		2017		2016
Purchases of natural gas from Spire Marketing	$	21.0	$	11.6	$	41.5	$	24.8
Sales of natural gas to Spire Marketing	2.7		1.0		6.3		1.7
Transportation services received from Laclede Pipeline Company	0.2		0.2		0.5		0.5
Insurance services received from Laclede Insurance Risk Services	1.0		0.3		2.1		0.5

UTILITY PLANT – Accrued capital expenditures are shown in the following table. Accrued capital expenditures are excluded from the capital expenditures shown in the statements of cash flows.

	March 31, 2017		September 30, 2016		March 31, 2016
Spire	$	9.2	$	21.6	$	9.0
Laclede Gas	3.3		14.8		5.3
Alagasco	5.3		6.8		3.7

RECLASSIFICATIONS – Certain prior period amounts have been reclassified to conform to the current period presentation. Net income and total equity were not affected by these reclassifications.

NEW ACCOUNTING PRONOUNCEMENTS – In April 2015, the FASB issued Accounting Standards Update (ASU) No. 2015-03, Interest – Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs. Under prior GAAP, debt issuance costs were recorded as a deferred charge (asset), while debt discount and debt premium costs were recorded as a liability adjustment. This amendment requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. Spire, Laclede Gas and Alagasco adopted this ASU as of December 31, 2016. Retrospective adjustments have been made to the previous year balance sheets as of September 30, 2016 and March 31, 2016. The amounts reclassified from other deferred charges to reduce long-term debt are shown in the following table. The ASU does not address the presentation of debt issuance costs related to line-of-credit arrangements, and those continue to be reported as deferred charges.

	March 31, 2017		September 30, 2016		March 31, 2016
Spire	$	14.8	$	13.0	$	12.3
Laclede Gas	4.1		4.2		4.5
Alagasco	2.3		2.4		2.4

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. Under the new standard, an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies may need to use more judgment and make more estimates than under current guidance. ASU No. 2014-09 also requires disclosures that will enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Entities have the option of using either a full retrospective or modified retrospective approach to adopting this guidance. In August 2015, the FASB issued ASU No. 2015-14, which made the guidance in ASU No. 2014-09 effective for fiscal years beginning after December 15, 2017 and interim periods within those years. In 2016, the FASB issued related ASU Nos. 2016-08, 2016-10, 2016-11, 2016-12, and 2016-20 which further modified the standards for accounting for revenue. The Company, Laclede Gas and Alagasco are currently evaluating their sources of revenue and assessing the available transition methods and the potential impacts of the updates, which must be adopted by the first quarter of fiscal year 2019. The conclusions of these assessments are contingent, in part, upon the completion of deliberations currently in progress by the power and utilities industry, notably in connection with efforts to produce an accounting guide being developed by the American Institute of Certified Public Accountants (AICPA). In association with this undertaking, the AICPA formed a number of industry task forces, including a Power & Utilities

23

Task Force. Industry representatives and organizations, the largest auditing firms, the AICPA’s Revenue Recognition Working Group and its Financial Reporting Executive Committee have undertaken, and continue to undertake, consideration of several items relevant to our industry as further discussed below. Where applicable or necessary, the FASB’s Transition Resource Group is also participating.

Currently, the industry is working to address several items including 1) the evaluation of collectability from customers if a utility has regulatory mechanisms to help assure recovery of uncollected accounts from ratepayers; 2) the accounting for funds received from third parties to partially or fully reimburse the cost of construction of an asset 3) the accounting for alternative revenue programs, such as performance-based ratemaking, and 4) application of series guidance to storable commodities. Existing alternative revenue program guidance, though excluded by the FASB in updating specific guidance associated with revenue from contracts with customers, was relocated without substantial modification to accounting guidance for rate-regulated entities. It will require separate presentation of such revenues (subject to the above-noted deliberations) in the statement of income. Currently, a timeline for the resolution of these deliberations has not been established. Given the uncertainty with respect to the conclusions that might arise from these deliberations, the Company, Laclede Gas and Alagasco are currently unable to determine the effect the new guidance will have on their financial position, results of operations, cash flows, business processes or the transition method they will utilize to adopt the new guidance.

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities, which provides revised guidance concerning certain matters involving the recognition, measurement, and disclosure of financial instruments. It is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Entities will record a cumulative-effect adjustment as of the beginning of the fiscal year in which the guidance is adopted, which requires amounts reported in accumulated other comprehensive income for equity securities that exist as of the date of adoption previously classified as available-for-sale to be reclassified to retained earnings. The Company, Laclede Gas and Alagasco are currently assessing the timing and impacts of adopting this standard, which must be adopted in the first quarter of fiscal year 2019.

In February 2016, the FASB issued ASU No. 2016-02, Leases. The new standard requires lessees to recognize a right-of-use asset and lease liability for almost all lease contracts based on the present value of lease payments. There is an exemption for short-term leases. The ASU provides new guidelines for identifying and classifying a lease, and classification affects the pattern and income statement line item for the related expense. This update will be applied using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company, Laclede Gas and Alagasco are currently assessing the timing and impacts of adopting this standard, which must be adopted by the first quarter of fiscal year 2020.

In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting. The standard is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. The amendments in this update are to be applied prospectively except for changes impacting the presentation of the cash flow statement, which can be applied prospectively or retrospectively. The ASU is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years, and early adoption is permitted. The Company, Laclede Gas and Alagasco expect to adopt this standard in the current fiscal year with no material impact.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments. The standard introduces new guidance for the accounting for credit losses on instruments within its scope, including trade receivables. It is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, and may be adopted a year earlier. The new guidance will be initially applied through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. The Company, Laclede Gas and Alagasco are currently assessing the timing and impacts of adopting this standard, which must be adopted by the first quarter of fiscal year 2021.

24

In March 2017, the FASB issued ASU 2017-07, Compensation – Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The amended guidance requires that the service cost component of pension and postretirement benefit costs be presented within the same line item in the income statement as other compensation costs (except for the amount being capitalized), while other components are to be presented outside the subtotal of operating income and are no longer eligible for capitalization. The ASU is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. The amended guidance will be applied retrospectively for income statement presentation and prospectively for capitalization. The Company, Laclede Gas and Alagasco are currently assessing the regulatory and other impacts of adopting this standard, which must be adopted by the first quarter of fiscal year 2019.

2. EARNINGS PER COMMON SHARE

	Three Months Ended March 31,				Six Months Ended March 31,
	2017		2016		2017		2016
Basic EPS:
Net Income	$	108.0	$	100.8	$	153.2	$	147.7
Less: Income allocated to participating securities	0.2		0.3		0.4		0.5
Net Income Available to Common Shareholders	$	107.8	$	100.5	$	152.8	$	147.2
Weighted Average Shares Outstanding (in millions)	45.6		43.3		45.6		43.3
Basic Earnings Per Share of Common Stock	$	2.36	$	2.32	$	3.35	$	3.40
Diluted EPS:
Net Income	$	108.0	$	100.8	$	153.2	$	147.7
Less: Income allocated to participating securities	0.2		0.3		0.4		0.5
Net Income Available to Common Shareholders	$	107.8	$	100.5	$	152.8	$	147.2
Weighted Average Shares Outstanding (in millions)	45.6		43.3		45.6		43.3
Dilutive Effect of Restricted Stock, Restricted Stock Units, and Stock Options (in millions)*	0.1		0.2		0.1		0.2
Weighted Average Diluted Shares (in millions)	45.7		43.5		45.7		43.5
Diluted Earnings Per Share of Common Stock	$	2.36	$	2.31	$	3.34	$	3.39
* Calculation excludes certain outstanding shares (shown in millions by period at the right) attributable to stock units subject to performance or market conditions and restricted stock, which could have a dilutive effect in the future	0.5		0.4		0.5		0.4

Spire’s 2014 2.0% Series Equity Units issued in June 2014 were anti-dilutive for the three and six months ended March 31, 2017 and 2016; accordingly, they were excluded from the calculation of weighted average diluted shares for those periods. On April 3, 2017, the purchase contracts underlying the equity units were settled and approximately 2.5 million common shares were issued. See additional detail under Note 11, Subsequent Events.

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3. REGULATORY MATTERS

As explained in Note 1, Summary of Significant Accounting Policies, Laclede Gas and Alagasco account for regulated operations in accordance with FASB ASC Topic 980, “Regulated Operations.” The following regulatory assets and regulatory liabilities, including purchased gas adjustments, were reflected in the balance sheets of the Company and the Utilities as of March 31, 2017, September 30, 2016 and March 31, 2016.

	March 31,		September 30,		March 31,
Spire	2017		2016		2016
Regulatory Assets:
Current:
Pension and postretirement benefit costs	$	41.7	$	27.0	$	26.9
Unamortized purchased gas adjustments	61.0		49.7		8.9
Other	23.1		17.2		5.5
Total Regulatory Assets (current)	125.8		93.9		41.3
Non-current:
Future income taxes due from customers	159.7		151.3		142.3
Pension and postretirement benefit costs	461.8		487.9		441.0
Cost of removal	133.9		130.6		80.2
Unamortized purchased gas adjustments	1.1		12.6		15.1
Energy efficiency	27.0		25.5		23.7
Other	44.2		30.1		30.3
Total Regulatory Assets (non-current)	827.7		838.0		732.6
Total Regulatory Assets	$	953.5	$	931.9	$	773.9
Regulatory Liabilities:
Current:
Rate Stabilization and Equalization (RSE) adjustment	$	1.1	$	7.5	$	5.9
Unbilled service margin	13.5		5.9		14.9
Refundable negative salvage	8.1		9.3		9.2
Unamortized purchased gas adjustments	1.6		1.7		4.3
Other	7.0		6.2		3.8
Total Regulatory Liabilities (current)	31.3		30.6		38.1
Non-current:
Pension and postretirement benefit costs	27.6		28.9		27.8
Refundable negative salvage	4.9		9.4		10.1
Accrued cost of removal	75.3		74.8		58.3
Other	36.3		17.6		14.5
Total Regulatory Liabilities (non-current)	144.1		130.7		110.7
Total Regulatory Liabilities	$	175.4	$	161.3	$	148.8

26

	March 31,		September 30,		March 31,
Laclede Gas	2017		2016		2016
Regulatory Assets:
Current:
Pension and postretirement benefit costs	$	34.8	$	20.2	$	20.2
Unamortized purchased gas adjustments	17.1		43.1		3.9
Other	3.4		3.7		3.5
Total Regulatory Assets (current)	55.3		67.0		27.6
Non-current:
Future income taxes due from customers	159.7		151.3		142.3
Pension and postretirement benefit costs	358.3		375.7		357.1
Unamortized purchased gas adjustments	1.1		12.6		15.1
Energy efficiency	27.0		25.5		23.7
Other	23.3		24.7		25.6
Total Regulatory Assets (non-current)	569.4		589.8		563.8
Total Regulatory Assets	$	624.7	$	656.8	$	591.4
Regulatory Liabilities:
Current:
Unamortized purchased gas adjustments	$	—	$	—	$	4.3
Other	2.7		1.3		1.3
Total Regulatory Liabilities (current)	2.7		1.3		5.6
Non-current:
Accrued cost of removal	55.6		55.1		58.3
Other	28.9		12.2		11.0
Total Regulatory Liabilities (non-current)	84.5		67.3		69.3
Total Regulatory Liabilities	$	87.2	$	68.6	$	74.9

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	March 31,		September 30,		March 31,
Alagasco	2017		2016		2016
Regulatory Assets:
Current:
Pension and postretirement benefit costs	$	6.8	$	6.8	$	6.7
Unamortized purchased gas adjustments	43.9		5.6		5.0
Other	4.4		8.1		2.0
Total Regulatory Assets (current)	55.1		20.5		13.7
Non-current:
Pension and postretirement benefit costs	94.4		98.9		83.9
Cost of removal	133.9		130.6		80.2
Other	1.0		1.2		4.0
Total Regulatory Assets (non-current)	229.3		230.7		168.1
Total Regulatory Assets	$	284.4	$	251.2	$	181.8
Regulatory Liabilities:
Current:
RSE adjustment	$	1.1	$	5.0	$	5.9
Unbilled service margin	13.5		5.9		14.9
Refundable negative salvage	8.1		9.3		9.2
Other	2.4		2.5		2.5
Total Regulatory Liabilities (current)	25.1		22.7		32.5
Non-current:
Pension and postretirement benefit costs	27.6		28.9		27.8
Refundable negative salvage	4.9		9.4		10.1
Other	3.4		3.4		3.5
Total Regulatory Liabilities (non-current)	35.9		41.7		41.4
Total Regulatory Liabilities	$	61.0	$	64.4	$	73.9

A portion of the Company’s and Laclede Gas’ regulatory assets are not earning a return, as shown in the schedule below:

	Spire						Laclede Gas
	March 31,		September 30,		March 31,		March 31,		September 30,		March 31,
	2017		2016		2016		2017		2016		2016
Future income taxes due from customers	$	159.7	$	151.3	$	142.3	$	159.7	$	151.3	$	142.3
Pension and postretirement benefit costs	241.0		240.6		211.5		241.0		240.6		211.5
Other	11.8		12.9		13.6		11.8		12.9		13.6
Total Regulatory Assets Not Earning a Return	$	412.5	$	404.8	$	367.4	$	412.5	$	404.8	$	367.4

Like all the Company’s regulatory assets, these regulatory assets are expected to be recovered from customers in future rates. The Company and Laclede Gas expect these items to be recovered over a period not to exceed 15 years, consistent with precedent set by the MoPSC. Alagasco does not have any regulatory assets that are not earning a return.

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4. FINANCING ARRANGEMENTS AND LONG-TERM DEBT

On December 14, 2016, Spire, Laclede Gas, and Alagasco entered into a new syndicated revolving credit facility pursuant to a loan agreement with 11 banks, expiring December 14, 2021. The largest portion provided by a single bank under the line is 12.3%. The loan agreement replaces Spire’s and Laclede Gas’ existing loan agreements dated as of September 3, 2013 and amended September 3, 2014, which were set to expire on September 3, 2019, and Alagasco’s existing loan agreement dated September 2, 2014, which was set to expire September 2, 2019. All three agreements were terminated on December 14, 2016.

The loan agreement has an aggregate credit commitment of $975.0, including sublimits of $300.0 for Spire, $475.0 for Laclede Gas, and $200.0 for Alagasco. These sublimits may be reallocated from time to time among the three borrowers within the $975.0 aggregate commitment. Spire may use its line to provide for the funding needs of various subsidiaries. Spire, Laclede Gas, and Alagasco expect to use the loan agreement for general corporate purposes, including short-term borrowings and letters of credit. The agreement also contains financial covenants limiting each borrower’s consolidated total debt, including short-term debt, to no more than 70% of its total capitalization. As defined in the line of credit, on March 31, 2017, total debt was 57% of total capitalization for the consolidated Company, 49% for Laclede Gas, and 29% for Alagasco.

On December 21, 2016, Spire established a commercial paper program (Program) pursuant to which Spire may issue short-term, unsecured commercial paper notes (Notes). Amounts available under the Program may be borrowed, repaid, and re-borrowed from time to time, with the aggregate face or principal amount of the Notes outstanding under the Program at any time not to exceed $975.0. The Notes may have maturities of up to 365 days from date of issue. The net proceeds of the issuances of the Notes are expected to be used for general corporate purposes, including to provide working capital for both utility and non-utility subsidiaries. As of March 31, 2017, Notes outstanding under the Program totaled $567.4. Of that amount, $282.2 and $109.3 were lent to Laclede Gas and Alagasco, respectively, at Spire’s cost.

In 2014, Spire issued 2.875 million equity units as a portion of the financing of the Alagasco acquisition. The equity units were originally issued at $50 per unit pursuant to the Purchase Contract and Pledge Agreement (purchase contract) dated as of June 11, 2014 between Spire and U.S. Bank National Association, as purchase contract agent, collateral agent, custodial agent and securities intermediary. These units consisted of $143.8 aggregate principal amount of 2014 Series A 2.00% remarketable junior subordinated notes due 2022 (the Junior Notes) and the purchase contract obligating the holder to purchase common shares at a future settlement date (anticipated to be three years in the future and prior to the Junior Notes maturity).

The equity unit investments were effectively replaced as planned in a series of transactions outlined below:

– On February 22, 2017, the selling securityholders (as defined below) agreed to purchase the Junior Notes in connection with the remarketing of the junior subordinated notes that comprised a component of the equity units.

– On the same day, Spire entered two related agreements: (1) a Securities Purchase and Registration Rights Agreement (the SPRRA), among Spire and the several purchasers named therein (the selling securityholders), obligating the selling securityholders to sell the Junior Notes to Spire in exchange for $143.8 aggregate principal amount of Spire’s 3.543% Senior Notes due 2024 (the Senior Notes) and a cash payment, and (2) an underwriting agreement with the selling securityholders and the several underwriters named therein in connection with the public offering of $150.0 aggregate principal amount of Senior Notes consisting of $6.2 principal amount of the Senior Notes issued and sold by Spire and $143.8 principal amount of the Senior Notes sold by the selling securityholders. The SPRRA granted the selling securityholders the right to offer the Senior Notes to the public in secondary public offerings.

– The public offering was completed on February 27, 2017. Spire used its net proceeds from its sale of the Senior Notes to repay short-term debt. Spire did not receive any proceeds from the sale of the Senior Notes by the selling securityholders.

– On April 3, 2017, Spire settled the purchase contracts underlying equity units, by issuing 2.5 million shares of its common stock at a purchase price of $57.3921 per share. Under the contract terms, the equity units were converted to common stock at the rate of 0.8712, with a corresponding adjustment to purchase price. Spire received net cash proceeds of approximately $142.0, which it used to repay short-term debt.

On March 10, 2017, Spire redeemed in full at par its $250.0 floating rate notes due August 15, 2017, plus accrued and unpaid interest.

29

On March 15, 2017, Spire completed the issuance and sale of $100.0 in aggregate principal amount of Senior Notes due March 15, 2027. The notes bear interest at the rate of 3.93% per annum, payable semi-annually. The notes are senior unsecured obligations of the Company.

5. FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of cash and cash equivalents and short-term debt approximate fair value due to the short maturity of these instruments. The fair values of long-term debt are estimated based on market prices for similar issues. Refer to Note 6, Fair Value Measurements, for information on financial instruments measured at fair value on a recurring basis.

The carrying amounts and estimated fair values of financial instruments not measured at fair value on a recurring basis are shown below and classified according to the fair value hierarchy. There were no such instruments classified as Level 3 (significant unobservable inputs) as of March 31, 2017, September 30, 2016, or March 31, 2016.

		Classification of Estimated Fair Value
Carrying Amount	Fair Value	Quoted Prices in Active Markets (Level 1)	Significant Observable Inputs (Level 2)

Spire

As of March 31, 2017
Cash and cash equivalents	$	19.6	$	19.6	$	19.6	$	—
Short-term debt	567.4		567.4		—		567.4
Long-term debt	1,925.3		1,993.9		—		1,993.9
As of September 30, 2016
Cash and cash equivalents	$	5.2	$	5.2	$	5.2	$	—
Short-term debt	398.7		398.7		—		398.7
Long-term debt, including current portion	1,820.7		2,257.1		—		2,257.1
As of March 31, 2016
Cash and cash equivalents	$	8.7	$	8.7	$	8.7	$	—
Short-term debt	253.6		253.6		—		253.6
Long-term debt	1,839.3		1,960.4		—		1,960.4

Laclede Gas

As of March 31, 2017
Cash and cash equivalents	$	3.7	$	3.7	$	3.7	$	—
Short-term debt	282.2		282.2		—		282.2
Long-term debt	804.3		870.1		—		870.1
As of September 30, 2016
Cash and cash equivalents	$	2.1	$	2.1	$	2.1	$	—
Short-term debt	243.7		243.7		—		243.7
Long-term debt	804.1		900.4		—		900.4
As of March 31, 2016
Cash and cash equivalents	$	3.8	$	3.8	$	3.8	$	—
Short-term debt	169.6		169.6		—		169.6
Long-term debt	803.7		885.9		—		885.9

30

Alagasco

					Classification of Estimated Fair Value
	Carrying Amount		Fair Value		Quoted Prices in Active Markets (Level 1)		Significant Observable Inputs (Level 2)
As of March 31, 2017
Short-term debt	109.3		109.3		—		109.3
Long-term debt	$	247.7	$	261.6	$	—	$	261.6
As of September 30, 2016
Short-term debt	$	82.0	$	82.0	$	—	$	82.0
Long-term debt	247.6		275.5		—		275.5
As of March 31, 2016
Cash and cash equivalents	$	2.3	$	2.3	$	2.3	$	—
Short-term debt	41.0		41.0		—		41.0
Long-term debt	247.6		262.7		—		262.7

6. FAIR VALUE MEASUREMENTS

The information presented below categorizes the assets and liabilities in the balance sheets that are accounted for at fair value on a recurring basis in periods subsequent to initial recognition.

The mutual funds included in Level 1 are valued based on exchange-quoted market prices of individual securities. The mutual funds included in Level 2 are valued based on the closing net asset value per unit.

Derivative instruments included in Level 1 are valued using quoted market prices on the New York Mercantile Exchange (NYMEX) or the Intercontinental Exchange (ICE). Derivative instruments classified in Level 2 include physical commodity derivatives that are valued using Over-the-Counter Bulletin Board (OTCBB), broker, or dealer quotation services whose prices are derived principally from, or are corroborated by, observable market inputs. Also included in Level 2 are certain derivative instruments that have values that are similar to, and correlate with, quoted prices for exchange-traded instruments in active markets and derivative instruments with settlement dates more than one year into the future. Derivative instruments included in Level 3 are valued using generally unobservable inputs that are based upon the best information available and reflect management’s assumptions about how market participants would price the asset or liability. The Level 3 balances as of March 31, 2017, September 30, 2016 and March 31, 2016 consisted of gas commodity contracts. The Company’s and the Utilities’ policy is to recognize transfers between the levels of the fair value hierarchy, if any, as of the beginning of the interim reporting period in which circumstances change or events occur to cause the transfer.

The mutual funds are included in “Other Investments” on the Company’s balance sheets and in “Other Property and Investments” on Laclede Gas’ balance sheets. Derivative assets and liabilities, including receivables and payables associated with cash margin requirements, are presented net in the balance sheets when a legally enforceable netting agreement exists between the Company, Laclede Gas, or Alagasco and the counterparty to a derivative contract.

31

Spire

	Quoted Prices in Active Markets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Effects of Netting and Cash Margin Receivables /Payables			Total
As of March 31, 2017
ASSETS
Gas Utility
US stock/bond mutual funds	$	17.7	$	4.1	$	—	$	—		$	21.8
NYMEX/ICE natural gas contracts	4.5		—		—		(1.8		)	2.7
Gasoline and heating oil contracts	0.2		—		—		—			0.2
Subtotal	22.4		4.1		—		(1.8		)	24.7
Gas Marketing
NYMEX/ICE natural gas contracts	1.0		3.6		—		(4.4		)	0.2
Natural gas commodity contracts	—		6.2		0.2		(0.5		)	5.9
Other
Interest rate swaps	—		0.2		—		—			0.2
Total	$	23.4	$	14.1	$	0.2	$	(6.7	)	$	31.0
LIABILITIES
Gas Utility
NYMEX/ICE natural gas contracts	$	0.5	$	—	$	—	$	(0.5	)	$	—
Subtotal	0.5		—		—		(0.5		)	—
Gas Marketing
NYMEX/ICE natural gas contracts	2.1		3.9		—		(6.0		)	—
Natural gas commodity contracts	—		6.5		—		(0.5		)	6.0
Total	$	2.6	$	10.4	$	—	$	(7.0	)	$	6.0

32

	Quoted Prices in Active Markets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Effects of Netting and Cash Margin Receivables /Payables			Total
As of September 30, 2016
ASSETS
Gas Utility
US stock/bond mutual funds	$	16.8	$	4.1	$	—	$	—		$	20.9
NYMEX/ICE natural gas contracts	5.3		—		—		(0.4		)	4.9
NYMEX gasoline and heating oil contracts	0.4		—		—		(0.3		)	0.1
Subtotal	22.5		4.1		—		(0.7		)	25.9
Gas Marketing
NYMEX/ICE natural gas contracts	0.4		3.4		—		(3.4		)	0.4
Natural gas commodity contracts	—		8.7		0.2		(0.9		)	8.0
Total	$	22.9	$	16.2	$	0.2	$	(5.0	)	$	34.3
LIABILITIES
Gas Utility
NYMEX/ICE natural gas contracts	$	1.6	$	—	$	—	$	(1.6	)	$	—
OTCBB natural gas contracts	—		0.2		—		—			0.2
Subtotal	1.6		0.2		—		(1.6		)	0.2
Gas Marketing
NYMEX/ICE natural gas contracts	3.5		1.6		—		(5.1		)	—
Natural gas commodity contracts	—		2.6		—		(0.9		)	1.7
Other
Interest rate swaps	—		3.0		—		—			3.0
Total	$	5.1	$	7.4	$	—	$	(7.6	)	$	4.9
As of March 31, 2016
ASSETS
Gas Utility
US stock/bond mutual funds	$	16.2	$	4.0	$	—	$	—		$	20.2
NYMEX gasoline and heating oil contracts	0.1		—		—		—			0.1
Subtotal	16.3		4.0		—		—			20.3
Gas Marketing
NYMEX/ICE natural gas contracts	2.0		6.8		—		(5.1		)	3.7
Natural gas commodity contracts	—		7.7		0.2		(0.8		)	7.1
Total	$	18.3	$	18.5	$	0.2	$	(5.9	)	$	31.1
LIABILITIES
Gas Utility
NYMEX/ICE natural gas contracts	$	13.5	$	—	$	—	$	(13.5	)	$	—
OTCBB natural gas contracts	—		6.0		—		—			6.0
NYMEX gasoline and heating oil contracts	0.2		—		—		(0.2		)	—
Subtotal	13.7		6.0		—		(13.7		)	6.0
Gas Marketing
NYMEX/ICE natural gas contracts	2.1		3.4		—		(5.5		)	—
Natural gas commodity contracts	—		3.7		—		(0.8		)	2.9
Other
Interest Rate Swaps	—		1.8		—		—			1.8
Total	$	15.8	$	14.9	$	—	$	(20.0	)	$	10.7

33

Laclede Gas

	Quoted Prices in Active Markets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Effects of Netting and Cash Margin Receivables /Payables			Total
As of March 31, 2017
ASSETS
US stock/bond mutual funds	$	17.7	$	4.1	$	—	$	—		$	21.8
NYMEX/ICE natural gas contracts	4.5		—		—		(1.8		)	2.7
NYMEX gasoline and heating oil contracts	0.2		—		—		—			0.2
Total	$	22.4	$	4.1	$	—	$	(1.8	)	$	24.7
LIABILITIES
NYMEX/ICE natural gas contracts	$	0.5	$	—	$	—	$	(0.5	)	$	—
Total	$	0.5	$	—	$	—	$	(0.5	)	$	—

As of September 30, 2016
ASSETS
US stock/bond mutual funds	$	16.8	$	4.1	$	—	$	—		$	20.9
NYMEX/ICE natural gas contracts	5.3		—		—		(0.4		)	4.9
NYMEX gasoline and heating oil contracts	0.3		—		—		(0.3		)	—
Total	$	22.4	$	4.1	$	—	$	(0.7	)	$	25.8
LIABILITIES
NYMEX/ICE natural gas contracts	$	1.6	$	—	$	—	$	(1.6	)	$	—
OTCBB natural gas contracts	—		0.2		—		—			0.2
Total	$	1.6	$	0.2	$	—	$	(1.6	)	$	0.2

As of March 31, 2016
ASSETS
US stock/bond mutual funds	$	16.2	$	4.0	$	—	$	—		$	20.2
Total	$	16.2	$	4.0	$	—	$	—		$	20.2
LIABILITIES
NYMEX/ICE natural gas contracts	$	13.5	$	—	$	—	$	(13.5	)	$	—
OTCBB natural gas contracts	—		6.0		—		—			6.0
NYMEX gasoline and heating oil contracts	0.2		—		—		(0.2		)	—
Total	$	13.7	$	6.0	$	—	$	(13.7	)	$	6.0

Alagasco

During the fiscal second quarter of 2016 Alagasco commenced a gasoline derivative program to stabilize the cost of fuel used in operations. As of March 31, 2017, September 30, 2016, and March 31, 2016, the fair value of related gasoline contracts was not significant.

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7. CONCENTRATIONS OF CREDIT RISK

Other than in Spire Marketing, Spire has no significant concentrations of credit risk.

A significant portion of Spire Marketing’s transactions are with (or are associated with) energy producers, utility companies, and pipelines. The concentration of transactions with these counterparties has the potential to affect the Company’s overall exposure to credit risk, either positively or negatively, in that each of these three groups may be affected similarly by changes in economic, industry, or other conditions. To manage this risk, as well as credit risk from significant counterparties in these and other industries, Spire Marketing has established procedures to determine the creditworthiness of its counterparties. These procedures include obtaining credit ratings and credit reports, analyzing counterparty financial statements to assess financial condition, and considering the industry environment in which the counterparty operates. This information is monitored on an ongoing basis. In some instances, Spire Marketing may require credit assurances such as prepayments, letters of credit, or parental guarantees. In addition, they may enter into netting arrangements to mitigate credit risk with counterparties in the energy industry with whom Spire Marketing conducts both sales and purchases of natural gas. Sales are typically made on an unsecured credit basis with payment due the month following delivery. Accounts receivable amounts are closely monitored and provisions for uncollectible amounts are accrued when losses are probable. Spire Marketing records accounts receivable, accounts payable, and prepayments for physical sales and purchases of natural gas on a gross basis. The amount included in its accounts receivable attributable to energy producers and their marketing affiliates totaled $15.1 at March 31, 2017 ($8.8 reflecting netting arrangements). Spire Marketing’s accounts receivable attributable to utility companies and their marketing affiliates were $53.4 at March 31, 2017 ($50.0 reflecting netting arrangements).

Spire Marketing also has concentrations of credit risk with certain individually significant counterparties and with pipeline companies associated with its natural gas receivable amounts. At March 31, 2017, the amounts included in accounts receivable from its five largest counterparties (in terms of net accounts receivable exposure) totaled $30.0 ($27.7 reflecting netting arrangements). Four of these five counterparties are investment-grade rated companies. The fifth is not rated.

8. PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

Pension Plans

The pension plans of Spire consist of plans for employees at the Missouri Utilities, plans covering employees of Alagasco, and plans for employees of EnergySouth since September 12, 2016.

The Missouri Utilities have non-contributory, defined benefit, trusteed forms of pension plans covering the majority of their employees. Plan assets consist primarily of corporate and United States (US) government obligations and a growth segment consisting of exposure to equity markets, commodities, real estate and inflation-indexed securities, achieved through derivative instruments.

Alagasco has non-contributory, defined benefit, trusteed forms of pension plans covering the majority of its employees. Qualified plan assets are comprised of US equities consisting of mutual and commingled funds with varying strategies, global equities consisting of mutual funds, alternative investments of commingled and mutual funds, and fixed income investments.

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The net periodic pension cost included the following components:

	Three Months Ended March 31,						Six Months Ended March 31,
	2017			2016			2017			2016
Spire
Service cost – benefits earned during the period	$	5.2		$	3.8		$	10.5		$	7.7
Interest cost on projected benefit obligation	6.9			7.0			13.8			14.1
Expected return on plan assets	(9.7		)	(8.8		)	(19.6		)	(17.7		)
Amortization of prior service cost	0.3			0.1			0.5			0.2
Amortization of actuarial loss	3.2			2.0			6.6			4.0
Loss (gain) on lump-sum settlements	11.9			(2.2		)	11.9			(2.2		)
Special termination benefits	—			—			—			1.6
Subtotal	17.8			1.9			23.7			7.7
Regulatory adjustment	(7.4		)	6.1			(2.8		)	11.1
Net pension cost	$	10.4		$	8.0		$	20.9		$	18.8

Laclede Gas
Service cost – benefits earned during the period	$	3.3		$	2.5		$	6.6		$	5.0
Interest cost on projected benefit obligation	4.9			5.4			9.7			10.8
Expected return on plan assets	(7.1		)	(6.7		)	(14.4		)	(13.4		)
Amortization of prior service cost	0.3			0.1			0.5			0.2
Amortization of actuarial loss	2.8			2.0			5.7			4.0
Loss on lump-sum settlements	11.5			—			11.5			—
Special termination benefits	—			—			—			1.6
Subtotal	15.7			3.3			19.6			8.2
Regulatory adjustment	(8.6		)	2.3			(5.8		)	5.8
Net pension cost	$	7.1		$	5.6		$	13.8		$	14.0

Alagasco
Service cost – benefits earned during the period	$	1.5		$	1.3		$	3.1		$	2.7
Interest cost on projected benefit obligation	1.5			1.6			3.0			3.3
Expected return on plan assets	(1.8		)	(2.1		)	(3.6		)	(4.3		)
Amortization of actuarial loss	0.4			—			0.9			—
Loss (gain) on lump-sum settlements	0.4			(2.2		)	0.4			(2.2		)
Subtotal	2.0			(1.4		)	3.8			(0.5		)
Regulatory adjustment	1.1			3.8			2.7			5.3
Net pension cost	$	3.1		$	2.4		$	6.5		$	4.8

Pursuant to the provisions of the Missouri Utilities’ and Alagasco’s pension plans, pension obligations may be satisfied by monthly annuities, lump-sum cash payments, or special termination benefits. Lump-sum payments are recognized as settlements (which can result in gains or losses) only if the total of such payments exceeds 100% of the sum of service and interest costs in a specific year. Special termination benefits, when offered, are also recognized as settlements which can result in gains or losses. In the quarter ended March 31, 2017, the Laclede Gas plan and one of the Alagasco plans met the criteria for settlement recognition, resulting in the remeasurement of the obligation of the plans using updated census data and assumptions for discount and mortality. The total lump-sum payments recognized as settlements for plan remeasurement were $36.3 and $1.9 for the Laclede plan and Alagasco plan, respectively. The lump-sum settlements resulted in losses of $11.5 and $0.4 for the Laclede plan and Alagasco plan, respectively. In the quarter ended March 31, 2016, an Alagasco plan met the criteria for settlement recognition. The lump-sum payments recognized as settlements for the Alagasco remeasurement were $11.8. The lump-sum settlement resulted in a gain of $2.2. In the quarter ended December 31, 2015, the Laclede Gas pension plans provided qualified employees with voluntary early retirement packages that qualified as special termination benefits, resulting in a charge of $1.6. All gains and losses on lump-sum settlements were recorded with a regulatory adjustment and did not impact income.

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The funding policy of the Utilities is to contribute an amount not less than the minimum required by government funding standards, nor more than the maximum deductible amount for federal income tax purposes. Fiscal year 2017 contributions to Laclede Gas’ pension plans through March 31, 2017 were $12.3 to the qualified trusts and $0.1 to non-qualified plans. There were no fiscal 2017 contributions to the Alagasco pension plans through March 31, 2017.

Contributions to the Missouri Utilities’ pension plans for the remainder of fiscal 2017 are anticipated to be $16.7 to the qualified trusts and $0.5 to the non-qualified plans. No contributions to Alagasco’s pension plans are expected to be required for the remainder of fiscal 2017.

Postretirement Benefits

The Utilities provide certain life insurance benefits at retirement. Laclede Gas plans provide for medical insurance after early retirement until age 65. For retirements prior to January 1, 2015, the MGE plans provided medical insurance after retirement until death. For retirements after January 1, 2015, the MGE plans provide medical insurance after early retirement until age 65. Under the Alagasco plans, medical insurance is currently available upon retirement until death for certain retirees depending on the type of employee and the date the employee was originally hired.

Net periodic postretirement benefit cost for the Company consisted of the following components:

	Three Months Ended March 31,						Six Months Ended March 31,
	2017			2016			2017			2016
Spire
Service cost – benefits earned during the period	$	2.7		$	2.7		$	5.5		$	5.5
Interest cost on accumulated postretirement benefit obligation	2.2			2.5			4.3			5.0
Expected return on plan assets	(3.4		)	(3.4		)	(6.8		)	(6.8		)
Amortization of prior service credit	—			—			—			0.1
Amortization of actuarial loss	0.6			0.9			1.2			1.8
Special termination benefits	—			—			—			2.6
Subtotal	2.1			2.7			4.2			8.2
Regulatory adjustment	(0.8		)	(1.7		)	(1.6		)	(5.9		)
Net postretirement benefit cost	$	1.3		$	1.0		$	2.6		$	2.3

Laclede Gas
Service cost – benefits earned during the period	$	2.6		$	2.6		$	5.2		$	5.3
Interest cost on accumulated postretirement benefit obligation	1.7			2.0			3.4			4.0
Expected return on plan assets	(2.2		)	(2.2		)	(4.5		)	(4.3		)
Amortization of prior service credit	—			—			0.1			0.1
Amortization of actuarial loss	0.7			0.9			1.3			1.9
Special termination benefits	—			—			—			2.6
Subtotal	2.8			3.3			5.5			9.6
Regulatory adjustment	(0.3		)	(1.2		)	(0.7		)	(5.0		)
Net postretirement benefit cost	$	2.5		$	2.1		$	4.8		$	4.6

Alagasco
Service cost – benefits earned during the period	$	0.1		$	0.1		$	0.2		$	0.2
Interest cost on accumulated postretirement benefit obligation	0.4			0.5			0.8			1.0
Expected return on plan assets	(1.1		)	(1.2		)	(2.2		)	(2.5		)
Amortization of prior service credit	—			—			(0.1		)	—
Amortization of actuarial gain	(0.1		)	—			(0.1		)	(0.1		)
Subtotal	(0.7		)	(0.6		)	(1.4		)	(1.4		)
Regulatory adjustment	(0.5		)	(0.5		)	(0.9		)	(0.9		)
Net postretirement benefit income	$	(1.2	)	$	(1.1	)	$	(2.3	)	$	(2.3	)

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Missouri and Alabama state law provides for the recovery in rates of costs accrued pursuant to GAAP provided that such costs are funded through an independent, external funding mechanism. The Utilities have established Voluntary Employees’ Beneficiary Association (VEBA) and Rabbi Trusts as external funding mechanisms. The assets of the VEBA and Rabbi Trusts consist primarily of money market securities and mutual funds invested in stocks and bonds. During the quarter ended December 31, 2015, the Laclede Gas postretirement plan offered qualified employees voluntary enhanced early retirement packages that resulted in a special termination benefits charge of $2.6.

The Utilities’ funding policy is to contribute amounts to the trusts equal to the periodic benefit cost calculated pursuant to GAAP as recovered in rates. Year-to-date contributions to the postretirement plans through March 31, 2017 totaled $6.2 for the Missouri Utilities. Contributions to the postretirement plans for the remainder of fiscal year 2017 are anticipated to be $4.1 to the qualified trusts and $0.4 paid directly to participants from the Missouri Utilities’ funds. For Alagasco, there were no contributions to the postretirement plans during the six months of fiscal year 2017, and none are expected to be required for the remainder of the fiscal year.

9. INFORMATION BY OPERATING SEGMENT

The Company has two reportable segments: Gas Utility and Gas Marketing. The Gas Utility segment is the aggregation of the regulated operations of the Utilities. The Gas Marketing segment includes the results of Spire Marketing, a subsidiary engaged in the non-regulated marketing of natural gas and related activities, including utilizing natural gas storage contracts for providing natural gas sales. In addition, other non-utility activities of the Company include:

• unallocated corporate costs, including certain debt and associated interest costs;

• Spire STL Pipeline LLC, a subsidiary of Spire planning construction of a proposed 65-mile Federal Energy Regulatory Commission (FERC)-regulated pipeline to deliver natural gas into eastern Missouri; and

• Spire’s subsidiaries engaged in the operation of a propane pipeline, compression of natural gas and risk management, among other activities. All subsidiaries are wholly owned.

Accounting policies are described in Note 1, Summary of Significant Accounting Policies. Intersegment transactions include sales of natural gas from Spire Marketing to Laclede Gas and from Laclede Gas to Spire Marketing, insurance services provided by Laclede Insurance Risk Services to Laclede Gas, and propane transportation services provided by Laclede Pipeline Company to Laclede Gas.

Management evaluates the performance of the operating segments based on the computation of net economic earnings. Net economic earnings exclude from reported net income the after-tax impacts of net unrealized gains and losses and other timing differences associated with energy-related transactions. Net economic earnings also exclude the after-tax impacts related to acquisition, divestiture, and restructuring activities.

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	Gas Utility		Gas Marketing			Other			Eliminations			Consolidated
Three Months Ended March 31, 2017
Operating Revenues:
Revenues from external customers	$	641.1	$	22.2		$	0.1		$	—		$	663.4
Intersegment revenues	2.6		—			1.7			(4.3		)	—
Total Operating Revenues	643.7		22.2			1.8			(4.3		)	663.4
Operating Expenses:
Gas Utility
Natural and propane gas	275.6		—			—			(21.3		)	254.3
Operation and maintenance	99.3		—			—			(0.9		)	98.4
Depreciation and amortization	37.9		—			—			—			37.9
Taxes, other than income taxes	48.3		—			—			—			48.3
Total Gas Utility Operating Expenses	461.1		—			—			(22.2		)	438.9
Gas Marketing and Other	—		23.9			2.3			17.9			44.1
Total Operating Expenses	461.1		23.9			2.3			(4.3		)	483.0
Operating Income (Loss)	$	182.6	$	(1.7	)	$	(0.5	)	$	—		$	180.4
Net Economic Earnings (Loss)	$	112.2	$	—		$	(3.2	)	$	—		$	109.0
Three Months Ended March 31, 2016
Operating Revenues:
Revenues from external customers	$	611.5	$	(2.6	)	$	0.4		$	—		$	609.3
Intersegment revenues	1.2		10.6			0.5			(12.3		)	—
Total Operating Revenues	612.7		8.0			0.9			(12.3		)	609.3
Operating Expenses:
Gas Utility
Natural and propane gas	273.0		—			—			(11.9		)	261.1
Operation and maintenance	94.6		—			—			(0.3		)	94.3
Depreciation and amortization	33.8		—			—			—			33.8
Taxes, other than income taxes	43.9		—			—			—			43.9
Total Gas Utility Operating Expenses	445.3		—			—			(12.2		)	433.1
Gas Marketing and Other	—		5.5			3.1			(0.1		)	8.5
Total Operating Expenses	445.3		5.5			3.1			(12.3		)	441.6
Operating Income (Loss)	$	167.4	$	2.5		$	(2.2	)	$	—		$	167.7
Net Economic Earnings (Loss)	$	102.5	$	3.0		$	(2.0	)	$	—		$	103.5

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	Gas Utility		Gas Marketing			Other			Eliminations			Consolidated
Six Months Ended March 31, 2017
Operating Revenues:
Revenues from external customers	$	1,113.4	$	43.9		$	1.2		$	—		$	1,158.5
Intersegment revenues	7.0		—			2.4			(9.4		)	—
Total Operating Revenues	1,120.4		43.9			3.6			(9.4		)	1,158.5
Operating Expenses:
Gas Utility
Natural and propane gas	490.1		—			—			(42.0		)	448.1
Operation and maintenance	199.8		—			—			(2.0		)	197.8
Depreciation and amortization	75.6		—			—			—			75.6
Taxes, other than income taxes	81.7		—			—			—			81.7
Total Gas Utility Operating Expenses	847.2		—			—			(44.0		)	803.2
Gas Marketing and Other	—		46.9			4.3			34.6			85.8
Total Operating Expenses	847.2		46.9			4.3			(9.4		)	889.0
Operating Income (Loss)	$	273.2	$	(3.0	)	$	(0.7	)	$	—		$	269.5
Net Economic Earnings (Loss)	$	164.0	$	1.4		$	(8.9	)	$	—		$	156.5
Six Months Ended March 31, 2016
Operating Revenues:
Revenues from external customers	$	1,010.3	$	(2.4	)	$	0.8		$	—		$	1,008.7
Intersegment revenues	1.9		23.2			0.9			(26.0		)	—
Total Operating Revenues	1,012.2		20.8			1.7			(26.0		)	1,008.7
Operating Expenses:
Gas Utility
Natural and propane gas	434.9		—			—			(25.3		)	409.6
Operation and maintenance	186.5		—			—			(0.6		)	185.9
Depreciation and amortization	67.3		—			—			—			67.3
Taxes, other than income taxes	72.1		—			—			—			72.1
Total Gas Utility Operating Expenses	760.8		—			—			(25.9		)	734.9
Gas Marketing and Other	—		14.5			4.7			(0.1		)	19.1
Total Operating Expenses	760.8		14.5			4.7			(26.0		)	754.0
Operating Income (Loss)	$	251.4	$	6.3		$	(3.0	)	$	—		$	254.7
Net Economic Earnings (Loss)	$	152.5	$	2.7		$	(6.6	)	$	—		$	148.6

The Company’s total assets by segment were as follows:

	March 31,			September 30,			March 31,
	2017			2016			2016
Total Assets:
Gas Utility	$	5,290.8		$	5,184.7		$	4,680.2
Gas Marketing	218.2			205.0			156.5
Other	2,199.1			1,836.6			1,516.5
Eliminations	(1,451.4		)	(1,161.9		)	(1,045.7		)
Total Assets	$	6,256.7		$	6,064.4		$	5,307.5

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The following table reconciles the Company’s net economic earnings to net income.

	Three Months Ended March 31,						Six Months Ended March 31,
	2017			2016			2017			2016
Net Income	$	108.0		$	100.8		$	153.2		$	147.7
Adjustments, pre-tax:
Unrealized loss (gain) on energy-related derivative contracts	1.6			2.9			5.4			(2.0		)
Lower of cost or market inventory adjustments	0.1			0.1			—			0.7
Realized gain on economic hedges prior to sale of the physical commodity	(0.1		)	(0.5		)	(0.2		)	(0.6		)
Acquisition, divestiture and restructuring activities	0.1			2.0			0.2			3.3
Income tax effect of adjustments	(0.7		)	(1.8		)	(2.1		)	(0.5		)
Net Economic Earnings	$	109.0		$	103.5		$	156.5		$	148.6

10. COMMITMENTS AND CONTINGENCIES

Commitments

The Company and the Utilities have entered into contracts with various counterparties, expiring on dates through 2031, for the storage, transportation, and supply of natural gas. Minimum payments required under the contracts in place at March 31, 2017 are estimated at approximately $1,484.8, $587.4, and $315.7 for the Company, Laclede Gas, and Alagasco, respectively. Additional contracts are generally entered into prior to or during the heating season of November through April. The Utilities recover their costs from customers in accordance with their PGA clauses or GSA riders.

Contingencies

The Company and Utilities account for environmental liabilities and other contingencies in accordance with accounting standards under the loss contingency guidance of ASC Topic 450, “Contingencies,” when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

The Company and the Utilities own and operate natural gas distribution, transmission, and storage facilities, the operations of which are subject to various environmental laws, regulations, and interpretations. While environmental issues resulting from such operations arise in the ordinary course of business, such issues have not materially affected the Company’s or Utilities’ financial position and results of operations. As environmental laws, regulations, and their interpretations change, the Company or the Utilities may incur additional environmental liabilities that may result in additional costs, which may be material.

In addition to matters noted below, the Company, Laclede Gas, and Alagasco are involved in other litigation, claims, and investigations arising in the normal course of business. Management, after discussion with counsel, believes that the final outcome will not have a material effect on the consolidated statements of income, balance sheets, and statements of cash flows of the Company, Laclede Gas, or Alagasco. However, there is uncertainty in the valuation of pending claims and prediction of litigation results.

In the natural gas industry, many gas distribution companies have incurred environmental liabilities associated with sites they or their predecessor companies formerly owned or operated where manufactured gas operations took place. The Utilities each have former manufactured gas plant (MGP) operations in their respective service territories.

Laclede Gas

Laclede Gas has identified four former MGP sites in eastern Missouri where costs have been incurred and claims have been asserted: one in Shrewsbury, Missouri and three in the city of St. Louis, Missouri (City). Laclede Gas has enrolled two of the sites in the City in the Missouri Department of Natural Resources Brownfields/Voluntary Cleanup Program (BVCP). The third site in the City is the result of a new claim assertion by the United States Environmental Protection Agency (EPA) and such claim is currently being investigated. In Laclede Gas’ western service area, MGE has enrolled all of its owned former manufactured gas plant sites in the BVCP.

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With regard to the former MGP site located in Shrewsbury, Missouri, Laclede Gas and state and federal environmental regulators agreed upon certain remedial actions to a portion of the site in a 1999 Administrative Order on Consent (AOC), which actions have been completed. On September 22, 2008, the EPA Region VII issued a letter of Termination and Satisfaction terminating the AOC. However, if after this termination of the AOC, regulators require additional remedial actions, or additional claims are asserted, Laclede Gas may incur additional costs.

In conjunction with redevelopment of one of the sites located in the City, Laclede Gas and another former owner of the site entered into an agreement (Remediation Agreement) with the City development agencies, the developer, and an environmental consultant that obligates one of the City agencies and the environmental consultant to remediate the site and obtain a No Further Action letter from the Missouri Department of Natural Resources (MDNR). The Remediation Agreement also provides for a release of Laclede Gas and the other former site owner from certain liabilities related to the past and current environmental condition of the site and requires the developer and the environmental consultant to maintain certain insurance coverage, including remediation cost containment, premises pollution liability, and professional liability. The operative provisions of the Remediation Agreement were triggered on December 20, 2010, on which date Laclede Gas and the other former site owner, as full consideration under the Remediation Agreement, paid a small percentage of the cost of remediation of the site. The amount paid by Laclede Gas did not materially impact the financial condition, results of operations, or cash flows of the Company.

Laclede Gas has not owned the second site located in the City for many years. In a letter dated June 29, 2011, the Attorney General for the state of Missouri informed Laclede Gas that the MDNR had completed an investigation of the site. The Attorney General requested that Laclede Gas participate in the follow up investigations of the site. In a letter dated January 10, 2012, Laclede Gas stated that it would participate in future environmental response activities at the site in conjunction with other potentially responsible parties (PRPs) that are willing to contribute to such efforts in a meaningful and equitable fashion. Accordingly, Laclede Gas entered into a cost sharing agreement for remedial investigation with other PRPs. Pending MDNR approval, which has not occurred to date, the remedial investigation of the site will begin.

Additionally, in correspondence dated November 30, 2016, Region 7 of the EPA has asserted that Laclede Gas is liable under Section 107(a) of the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA) for alleged coal gas waste contamination at a third site in the northern portion of the City on which Laclede Gas operated a manufactured gas plant. Laclede Gas has not owned or operated the site (also known as Station “B”) for over 70 years. Laclede Gas and the site owner have met with the EPA and reviewed its assertions. Both Laclede and the site owner have notified EPA that the information and data provided by EPA to date does not rise to the level of documenting a threat to the public health or environment. As such, Laclede Gas is requesting more information from the EPA, some of which will also be utilized to identify other former owners and operators of the site that could be added as PRPs.

Laclede Gas has notified its insurers that it seeks reimbursement for costs incurred in the past and future potential liabilities associated with the MGP sites. While some of the insurers have denied coverage and reserved their rights, Laclede Gas continues to discuss potential reimbursements with them.

On March 10, 2015, Laclede Gas received a Section 104(e) information request from EPA Region 7 regarding the former Thompson Chemical/Superior Solvents site in the City. In turn, Laclede Gas issued a Freedom of Information Act (FOIA) request to the EPA on April 3, 2015, in an effort to identify the basis of the inquiry. The FOIA response from the EPA was received on July 15, 2015 and a response was provided to the EPA on August 15, 2015. Laclede Gas has received no further inquiry from the EPA regarding this matter.

MGE has seven owned MGP sites enrolled in the BVCP, including Joplin MGP #1, St. Joseph MGP #1, Kansas City Coal Gas Station B, Kansas City Station A Railroad area, Kansas City Coal Gas Station A North, Kansas City Coal Gas Station A South, and Independence MGP #2. Source removal has been conducted at all of the owned sites since 2003 with the exception of Joplin. On September 15, 2016, a request was made with the MDNR for a restrictive covenant use limitation with respect to Joplin. Remediation efforts at the seven sites are at various stages of completion, ranging from groundwater monitoring and sampling following source removal activities to the aforementioned request in respect to Joplin. As part of its participation in the BVCP, MGE communicates regularly with the MDNR with respect to its remediation efforts and monitoring activities at these sites. On May 11, 2015, MDNR approved the next phase of investigation at the Kansas City Station A North and Railroad areas.

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To date, costs incurred for all Missouri Utilities’ MGP sites for investigation, remediation and monitoring these sites have not been material. However, the amount of costs relative to future remedial actions at these and other sites is unknown and may be material. The actual future costs that Laclede Gas may incur could be materially higher or lower depending upon several factors, including whether remediation actions will be required, final selection and regulatory approval of any remedial actions, changing technologies and government regulations, the ultimate ability of other PRPs to pay, the successful completion of remediation efforts required by the Remediation Agreement described above, and any insurance recoveries.

In 2013, Laclede Gas retained an outside consultant to conduct probabilistic cost modeling of 19 former MGP sites owned or operated by Laclede Gas in eastern Missouri or MGE in western Missouri. The purpose of this analysis was to develop an estimated range of probabilistic future liability for each site. That analysis, completed in August 2014, provided a range of demonstrated possible future expenditures to investigate, monitor and remediate all 19 MGP sites. Laclede Gas has recorded its best estimate of the probable expenditures that relate to these matters. The amount is not material.

Costs associated with environmental remediation activities are accrued when such costs are probable and reasonably estimable. To the extent such costs (less any amounts received from insurance proceeds or as contributions from other PRPs), are incurred prior to a rate case, Laclede Gas would request from the MoPSC authority to defer such costs and collect them in the next rate case. Laclede Gas and the Company do not expect potential liabilities that may arise from remediating these sites to have a material impact on their future financial condition or results of operations.

Alagasco

Alagasco is in the chain of title of nine former MGP sites, four of which it still owns, and five former manufactured gas distribution sites, one of which it still owns. As of March 31, 2017, Alagasco does not foresee a probable or reasonably estimable loss associated with these nine former MGP sites. Alagasco and the Company do not expect potential liabilities that may arise from remediating these sites to have a material impact on their future financial condition or results of operations.

In 2012, Alagasco responded to an EPA Request for Information Pursuant to Section 104 of CERCLA relating to the 35th Avenue Superfund Site located in North Birmingham, Jefferson County, Alabama. Alagasco was identified as a PRP under CERCLA for the cleanup of the site or costs the EPA incurs in cleaning up the site. At this point, Alagasco has not been provided information that would allow it to determine the extent, if any, of its potential liability with respect to the 35th Avenue Superfund Site and vigorously denies its inclusion as a PRP.

On December 17, 2013, an incident occurred at a Housing Authority apartment complex in Birmingham, Alabama that resulted in one fatality, personal injuries and property damage. Alagasco cooperated with the National Transportation Safety Board (NTSB) which investigated the incident. The NTSB report of findings was issued on March 30, 2016 and no safety recommendations, fines, or penalties were contained therein. Alagasco has been named as a defendant in several lawsuits arising from the incident, and additional lawsuits and claims may be filed against Alagasco.

Mobile Gas

Mobile Gas is in the chain of title of one former MGP site which it still owns in Mobile, Alabama. On September 15, 2010, Mobile Gas filed an application to enroll the site into the Alabama Department of Environmental Management’s (ADEM) Voluntary Cleanup Program (VCP). This application was accepted by ADEM on November 16, 2010. Investigation and testing have been completed. As of September 30, 2016, Mobile Gas has an approved remediation plan from ADEM which is currently in the process of being executed. Mobile Gas and the Company do not expect potential liabilities that may arise from remediating this site to have a material impact on their future financial condition or results of operations.

Since April 2012, a total of 14 lawsuits have been filed against Mobile Gas in Mobile County Circuit Court alleging that in the first half of 2008, Mobile Gas spilled tert-butyl mercaptan, an odorant added to natural gas for safety reasons, in Eight Mile, Alabama. Eleven of the lawsuits have been settled. The remaining three lawsuits, which include approximately 270 individual plaintiffs, allege nuisance, fraud and negligence causes of actions, and seek unspecified compensatory and punitive damages. A claim has been made against the insurance carriers for Mobile Gas requesting reimbursement for costs accrued in respect to this spill, and a related receivable has been recorded. Mobile Gas and the Company do not expect potential liabilities that may arise from these lawsuits to have a material impact on their future financial condition or results of operations.

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11. SUBSEQUENT EVENTS

On April 3, 2017, Spire settled the purchase contracts underlying its 2.875 million equity units, by issuing 2.5 million shares of its common stock at a purchase price of $57.3921 per share. Fractional shares were settled in cash at $67.50 per share. The equity units were originally issued at $50 per unit pursuant to the Purchase Contract and Pledge Agreement dated as of June 11, 2014 between Spire and U.S. Bank National Association, as purchase contract agent, collateral agent, custodial agent and securities intermediary. Under the contract terms, the equity units were converted to common stock at the rate of 0.8712, with a corresponding adjustment to purchase price. Spire received net cash proceeds of approximately $142.0, which it used to repay short-term debt.

On April 11, 2017, Laclede Gas’ eastern and western Missouri service territories each filed a general rate case with the MoPSC, representing net base rate increases of $28.5 and $37.0, respectively. No procedural schedule has been set, but Missouri statutes require the MoPSC to review and make new rates effective within 11 months of the filing.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Dollars in millions, except per share amounts)

This section analyzes the financial condition and results of operations of Spire Inc. (Spire or the Company), Laclede Gas Company (Laclede Gas or the Missouri Utilities), and Alabama Gas Corporation (Alagasco). Laclede Gas, Alagasco, and EnergySouth, Inc. (EnergySouth) are wholly owned subsidiaries of the Company. Laclede Gas, Alagasco and the subsidiaries of EnergySouth, are collectively referred to as the Utilities. The subsidiaries of EnergySouth are Mobile Gas Service Corporation (Mobile Gas) and Willmut Gas & Oil Company (Willmut Gas). This section includes management’s view of factors that affect the respective businesses of the Company, Laclede Gas, and Alagasco, explanations of financial results including changes in earnings and costs from the prior periods, and the effects of such factors on the Company’s, Laclede Gas’ and Alagasco’s overall financial condition and liquidity.

Certain matters discussed in this report, excluding historical information, include forward-looking statements. Certain words, such as “may,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “seek,” and similar words and expressions identify forward-looking statements that involve uncertainties and risks. Future developments may not be in accordance with our current expectations or beliefs and the effect of future developments may not be those anticipated. Among the factors that may cause results to differ materially from those contemplated in any forward-looking statement are:

• Weather conditions and catastrophic events, particularly severe weather in the natural gas producing areas of the country;

• Volatility in gas prices, particularly sudden and sustained changes in natural gas prices, including the related impact on margin deposits associated with the use of natural gas derivative instruments;

• The impact of changes and volatility in natural gas prices on our competitive position in relation to suppliers of alternative heating sources, such as electricity;

• Changes in gas supply and pipeline availability, including decisions by natural gas producers to reduce production or shut in producing natural gas wells, expiration of existing supply and transportation arrangements that are not replaced with contracts with similar terms and pricing, as well as other changes that impact supply for and access to the markets in which our subsidiaries transact business;

• Acquisitions may not achieve their intended results, including anticipated cost savings;

• Legislative, regulatory and judicial mandates and decisions, some of which may be retroactive, including those affecting:

▪allowed rates of return,

▪incentive regulation,

▪industry structure,

▪purchased gas adjustment provisions,

▪rate design structure and implementation,

▪regulatory assets,

▪non-regulated and affiliate transactions,

▪franchise renewals,

▪ environmental or safety matters, including the potential impact of legislative and regulatory actions related to climate change and pipeline safety,

▪taxes,

▪pension and other postretirement benefit liabilities and funding obligations, or

▪accounting standards;

•The results of litigation;

• The availability of and access to, in general, funds to meet our debt obligations prior to or when they become due and to fund our operations and necessary capital expenditures, either through (i) cash on hand, (ii) operating cash flow, or (iii) access to the capital or credit markets;

• Retention of, ability to attract, ability to collect from, and conservation efforts of, customers;

• Our ability to comply with all covenants in our indentures and credit facilities any violations of which, if not cured in a timely manner, could trigger a default of our obligation;

• Capital and energy commodity market conditions, including the ability to obtain funds with reasonable terms for necessary capital expenditures and general operations and the terms and conditions imposed for obtaining sufficient gas supply;

• Discovery of material weakness in internal controls; and

• Employee workforce issues, including but not limited to labor disputes and future wage and employee benefit costs, including changes in discount rates and returns on benefit plan assets.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Company’s Condensed Consolidated Financial Statements and Laclede Gas’ and Alagasco’s Condensed Financial Statements and the Notes thereto.

RESULTS OF OPERATIONS

Overview

The Company has two key business segments: Gas Utility and Gas Marketing. Spire’s earnings are primarily derived from its Gas Utility segment, which reflects the regulated activities of the Utilities. The Gas Utility segment consists of the regulated businesses of Laclede Gas, Alagasco and the subsidiaries of EnergySouth. Due to the seasonal nature of the Utilities’ business, earnings of Spire, Laclede Gas and Alagasco are typically concentrated during the heating season of November through April each fiscal year.

Gas Utility - Laclede Gas

Laclede Gas is Missouri’s largest natural gas distribution company and is regulated by the Missouri Public Service Commission (MoPSC). Laclede Gas serves St. Louis and eastern Missouri through Laclede Gas and serves Kansas City and western Missouri through Missouri Gas Energy (MGE). Laclede Gas delivers natural gas to retail customers at rates and in accordance with tariffs authorized by the MoPSC. The earnings of Laclede Gas are primarily generated by the sale of heating energy. The rate design for each service territory serves to lessen the impact of weather volatility on its customers during cold winters and stabilize Laclede Gas’ earnings.

Gas Utility - Alagasco

Alagasco is the largest natural gas distribution utility in the state of Alabama. Alagasco’s service territory is located in central and northern Alabama. Among the cities served by Alagasco are Birmingham, the center of the largest metropolitan area in Alabama, and Montgomery, the state capital. Alagasco is regulated by the Alabama Public Service Commission (APSC). Alagasco purchases natural gas through interstate and intrastate suppliers and distributes the purchased gas through its distribution facilities for sale to residential, commercial, and industrial customers and other end-users of natural gas. Alagasco also provides transportation services to large industrial and commercial customers located on its distribution system. These transportation customers, using Alagasco as their agent or acting on their own, purchase gas directly from marketers or suppliers and arrange for delivery of the gas into the Alagasco distribution system. Alagasco charges a fee to transport such customer-owned gas through its distribution system to the customers’ facilities.

Gas Marketing

Spire’s primary non-utility business, Spire Marketing Inc. (Spire Marketing), which changed its name from Laclede Energy Resources, Inc. on December 12, 2016, is engaged in the marketing of natural gas and related activities on a non-regulated basis. Spire Marketing markets natural gas across the country with the core of its footprint located in and around the central United States (US). It holds firm transportation and storage contracts in order to effectively manage its customer base, which consists of producers, pipelines, power generators, storage operators, municipalities, utility companies, and large commercial and industrial customers.

Other

In addition to the Gas Utility and Gas Marketing segments, other non-utility activities of the Company include:

unallocated corporate costs, including certain debt and associated interest costs;

• Spire STL Pipeline LLC, a subsidiary of Spire planning construction of a proposed 65-mile Federal Energy Regulatory Commission (FERC) regulated pipeline to deliver natural gas into eastern Missouri; and

• Spire’s subsidiaries engaged in the operation of a propane pipeline, compression of natural gas and risk management, among other activities. All subsidiaries are wholly owned.

EARNINGS

Net income reported by Spire, Laclede Gas and Alagasco is determined in accordance with accounting principles generally accepted in the United States of America (GAAP). Management also uses the non-GAAP financial measures of net economic earnings, net economic earnings per share and contribution margin when internally evaluating and reporting results of operations. These non-GAAP measures should not be considered as alternatives to, or more meaningful than, GAAP measures such as net income, earnings per share and operating income. Reconciliations of non-GAAP financial measures to the most directly comparable GAAP measures are provided on the following pages.

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Non-GAAP Measures – Net Economic Earnings and Net Economic Earnings Per Share

Net economic earnings and net economic earnings per share are non-GAAP measures that exclude from net income the after-tax impacts of fair value accounting and timing adjustments associated with energy-related transactions as well as acquisition, divestiture, and restructuring activities. These fair value and timing adjustments are made in instances where the accounting treatment differs from the economic substance of the underlying transaction, including the following:

• Net unrealized gains and losses on energy-related derivatives that are required by GAAP fair value accounting associated with current changes in the fair value of financial and physical transactions prior to their completion and settlement. These unrealized gains and losses result primarily from two sources:

1) changes in the fair values of physical and/or financial derivatives prior to the period of settlement; and,

2) ineffective portions of accounting hedges, required to be recorded in earnings prior to settlement, due to differences in commodity price changes between the locations of the forecasted physical purchase or sale transactions and the locations of the underlying hedge instruments;

• Lower of cost or market adjustments to the carrying value of commodity inventories resulting when the market price of the commodity falls below its original cost, to the extent that those commodities are economically hedged; and

• Realized gains and losses resulting from the settlement of economic hedges prior to the sale of the physical commodity.

These adjustments eliminate the impact of timing differences and the impact of current changes in the fair value of financial and physical transactions prior to their completion and settlement. Unrealized gains or losses are recorded in each period until being replaced with the actual gains or losses realized when the associated physical transactions occur. While management uses these non-GAAP measures to evaluate both the Utilities and non-utility businesses, the net effect of adjustments on the Utilities’ earnings is minimal because gains or losses on their natural gas derivative instruments are deferred pursuant to state regulation.

Management believes that excluding the earnings volatility caused by recognizing changes in fair value prior to settlement and other timing differences associated with related purchase and sale transactions provides a useful representation of the economic effects of only the actual settled transactions and their effects on results of operations. In addition, management excludes the impact related to unique acquisition, divestiture, and restructuring activities when evaluating on-going performance, and therefore excludes these impacts from net economic earnings. Management believes that this presentation provides a useful representation of operating performance by facilitating comparisons of year-over-year results. The definition and measurement of net economic earnings provided above is consistent with that used by management and the Board of Directors in assessing the Company’s, Laclede Gas’ and Alagasco’s performance as well as determining performance under the Company’s, Laclede Gas’ and Alagasco’s incentive compensation plans. Further, the Company believes this better enables an investor to view the Company’s, Laclede Gas’ and Alagasco’s performance in that period on a basis that would be comparable to prior periods.

Non-GAAP Measure – Contribution Margin

In addition to operating revenues and operating expenses, management also uses the non-GAAP measure of contribution margin when evaluating results of operations. The Utilities pass to their customers (subject to prudence review by, as applicable, the MoPSC, APSC, or MSPSC) increases and decreases in the wholesale cost of natural gas in accordance with their Purchased Gas Adjustment (PGA) clauses or Gas Supply Adjustment (GSA) rider. The volatility of the wholesale natural gas market results in fluctuations from period to period in the recorded levels of, among other items, revenues and natural gas cost expense. Nevertheless, increases and decreases in the cost of gas associated with system gas sales volumes and gross receipts tax expense, which are calculated as a percentage of revenues, with the same amount, excluding immaterial timing differences, included in revenues, has no direct effect on operating income. As these costs are included in revenue and operating expenses and management does not have any control over these amounts for the Utilities, management believes that contribution margin is a useful supplemental measure. In addition, it is management’s belief that contribution margin and the remaining operating expenses that calculate operating income are useful in assessing the Company’s and the Utilities’ performance as management has more ability to influence control over these revenues and expenses.

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SPIRE

Net Income and Net Economic Earnings

The following tables reconcile the Company’s net economic earnings to the most comparable GAAP number, net income.

		Gas Utility			Gas Marketing			Other			Total			Per Diluted Share**
Three Months Ended March 31, 2017
	Net Income (Loss) (GAAP)	$	112.3		$	(1.0	)	$	(3.3	)	$	108.0		$	2.36
	Adjustments, pre-tax:
	Unrealized loss on energy-related derivatives	—			1.6			—			1.6			0.04
	Lower of cost or market inventory adjustments	—			0.1			—			0.1			—
	Realized gain on economic hedges prior      to the sale of the physical commodity	—			(0.1		)	—			(0.1		)	—
	Acquisition, divestiture and restructuring activities	—			—			0.1			0.1			—
	Income tax effect of adjustments*	(0.1		)	(0.6		)	—			(0.7		)	(0.02		)
	Net Economic Earnings (Loss) (Non-GAAP)**	$	112.2		$	—		$	(3.2	)	$	109.0		$	2.38
Three Months Ended March 31, 2016
	Net Income (Loss) (GAAP)	$	102.4		$	1.5		$	(3.1	)	$	100.8		$	2.31
	Adjustments, pre-tax:
	Unrealized loss on energy-related derivatives	—			2.9			—			2.9			0.07
	Lower of cost or market inventory adjustments	—			0.1			—			0.1			—
	Realized gain on economic hedges prior      to the sale of the physical commodity	—			(0.5		)	—			(0.5		)	(0.01		)
	Acquisition, divestiture and restructuring activities	0.2			—			1.8			2.0			0.04
	Income tax effect of adjustments*	(0.1		)	(1.0		)	(0.7		)	(1.8		)	(0.04		)
	Net Economic Earnings (Loss) (Non-GAAP)**	$	102.5		$	3.0		$	(2.0	)	$	103.5		$	2.37

* Income taxes are calculated by applying effective federal, state, and local income tax rates applicable to ordinary income to the amounts of the pre-tax reconciling items.

** Net economic earnings per share is calculated by replacing consolidated net income with consolidated net economic earnings in the GAAP diluted EPS calculation.

Consolidated

Spire’s net income was $108.0 for the three months ended March 31, 2017, compared with $100.8 for the three months ended March 31, 2016. Basic and diluted earnings per share for the three months ended March 31, 2017 were $2.36, compared with basic earnings per share of $2.32 and diluted earnings per share of $2.31 for the three months ended March 31, 2016. Net income increased $7.2 as the $9.9 increase in Utilities earnings were partially offset by lower income in Gas Marketing and higher interest expense in Other. Spire’s net economic earnings were $109.0 ($2.38 per diluted share) for the three months ended March 31, 2017, equal to an increase of $5.5 from the $103.5 ($2.37 per diluted share) reported for the same period last year. The increase in net economic earnings is attributable to stronger results delivered by the Gas Utility segment, as described below. Net economic earnings per share did not increase proportionately due to the 2,185,000 shares issued in May 2016 to help finance the EnergySouth acquisition.

Gas Utility

For the three months ended March 31, 2017, Gas Utility net income and net economic earnings increased $9.9 and $9.7, respectively, versus the prior-year quarter. Improvements in both measures were primarily due to $7.7 of net income delivered by the EnergySouth acquisition, along with $2.7 net income growth from the Missouri Utilities more than offsetting lower earnings from Alagasco.

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Gas Marketing

The Gas Marketing segment reported a net loss totaling $1.0 for the three months ended March 31, 2017, versus net income of $1.5 in the prior-year quarter. Net economic earnings for the three months ended March 31, 2017 decreased $3.0 compared with the three months ended March 31, 2016. The primary drivers of the decrease in both net income and net economic earnings were the timing of storage optimization and lower market volatility in the current-year quarter.

Operating Revenues and Operating Expenses

Reconciliations of the Company’s contribution margin to the most directly comparable GAAP measure are shown below.

		Gas Utility			Gas Marketing			Other			Eliminations			Consolidated
Three Months Ended March 31, 2017
	Operating Income (Loss)	$	182.6		$	(1.7	)	$	(0.5	)	$	—		$	180.4
	Operation and maintenance expenses	99.3			1.5			2.1			(1.4		)	101.5
	Depreciation and amortization	37.9			—			0.1			—			38.0
	Taxes, other than income taxes	48.3			0.1			—			—			48.4
	Less: Gross receipts tax expense	(34.1		)	(0.1		)	—			—			(34.2		)
	Contribution Margin (Non-GAAP)	334.0			(0.2		)	1.7			(1.4		)	334.1
	Natural and propane gas costs	275.6			22.3			0.1			(2.9		)	295.1
	Gross receipts tax expense	34.1			0.1			—			—			34.2
	Operating Revenues	$	643.7		$	22.2		$	1.8		$	(4.3	)	$	663.4
Three Months Ended March 31, 2016
	Operating Income (Loss)	$	167.4		$	2.5		$	(2.2	)	$	—		$	167.7
	Operation and maintenance expenses	94.6			1.4			3.1			(0.3		)	98.8
	Depreciation and amortization	33.8			—			0.1			—			33.9
	Taxes, other than income taxes	43.9			0.1			(0.1		)	—			43.9
	Less: Gross receipts tax expense	(32.2		)	(0.1		)	—			—			(32.3		)
	Contribution Margin (Non-GAAP)	307.5			3.9			0.9			(0.3		)	312.0
	Natural and propane gas costs	273.0			4.0			—			(12.0		)	265.0
	Gross receipts tax expense	32.2			0.1			—			—			32.3
	Operating Revenues	$	612.7		$	8.0		$	0.9		$	(12.3	)	$	609.3

Consolidated

As shown in the table above, Spire reported an operating revenue increase 0f $54.1 for the three months ended March 31, 2017 compared with the same period last year, with increases in both Gas Utility and Gas Marketing. Spire’s second quarter contribution margin increased $22.1 compared with last year primarily as increases in the Gas Utility segment reflecting the EnergySouth acquisition were partly offset by declines in the Gas Marketing segment. Depreciation and amortization expenses were up in the Gas Utility segment, reflecting the EnergySouth acquisition and capital investment at the Missouri Utilities and Alagasco. Operation and maintenance (O&M) expenses in the quarter were $2.7 higher than the prior-year quarter, due to the $10.3 in additional costs resulting from the EnergySouth acquisition offsetting cost reductions at both the Missouri Utilities and Alagasco. These fluctuations are described in more detail below.

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Gas Utility

Operating Revenues – Gas Utility operating revenues for the three months ended March 31, 2017 were $643.7, or $31.0 higher than the same period last year. The increase in Gas Utility operating revenues was attributable to the following factors:

EnergySouth acquisition	$	37.7
Missouri Utilities and Alagasco weather / volumetric usage	(45.0		)
Alagasco - Higher GSA gas costs	14.9
Missouri Utilities – Higher PGA gas cost recoveries	10.8
Missouri Utilities – Higher Infrastructure System Replacement Surcharge (ISRS)	3.5
Missouri Utilities - Off system sales, capacity release	3.8
Alagasco – No Rate Stabilization and Equalization (RSE) revenue reduction in the current year	4.6
All other factors	0.7
Total Variation	$	31.0

As shown, the increase was primarily attributable to higher revenues reflecting the EnergySouth acquisition, higher gas cost recoveries of $25.7 between the Alagasco and Missouri Utilities, higher ISRS charges within the Missouri Utilities, and the adjustments under the RSE rate-setting process, offset primarily by $45.0 in weather and volumetric impacts. It should be noted that a significant portion of the off-system sales and gas recovery revenues increases were offset by higher regulatory costs and did not impact contribution margin.

Contribution Margin – Gas Utility contribution margin was $334.0 for the three months ended March 31, 2017, a $26.5 increase over the same period last year. The net increase was attributable to the following factors:

EnergySouth contribution margin	$	27.6
Missouri Utilities - weather / volumetric usage	(9.6		)
Alagasco – No RSE revenue adjustment in the current year quarter	4.6
Missouri Utilities – Higher Infrastructure System Replacement Surcharge (ISRS)	3.5
All other factors	0.4
Total Variation	$	26.5

As shown, the increase in contribution margin was primarily attributable to the margin contributed by the EnergySouth acquisition, as the positive impacts of higher ISRS at the Missouri Utilities, and the lack of RSE revenue deduction for Alagasco in the current quarter were more than offset by the effect of warmer weather. The Missouri Utilities experienced significantly milder weather this quarter with degree days 23% warmer than normal and 10% warmer than the prior year. In the Alagasco territory, weather was 37% warmer than normal this year, and 24% warmer than in the prior year. Temperatures across the regions were also much more volatile than both the prior year and normal. The combined impact of these weather conditions between the Missouri Utilities and Alagasco territories resulted in the contribution margin due to weather being $9.6 lower than the prior-year quarter.

Operating Expenses – Depreciation and amortization expenses for the three months ended March 31, 2017 increased $4.1 from last year, primarily due to $2.6 from the EnergySouth acquisition and higher levels of capital expenditures by the Missouri Utilities and Alagasco. O&M expenses for the three months ended March 31, 2017 were $4.7 higher than the same period in the prior year, largely due to the $10.3 attributable to the EnergySouth acquisition offsetting decreases in both the Missouri Utilities and Alagasco. The Missouri Utilities’ O&M expenses were $4.0 lower than the prior year, as higher property taxes were offset by lower employee-related costs and lower bad debt costs resulting from the warmer weather. Alagasco’s O&M expenses were $1.6 less than the prior-year quarter, with employee-related costs being the principal driver.

Gas Marketing

Operating Revenues – Operating revenues increased $14.2 versus the prior-year period as a result of higher total volume and general pricing levels, along with the effect of changes in trading activities. Under GAAP, revenues associated with trading activities are presented net of related costs. Average pricing for the three months ended March 31, 2017 was approximately $2.987/MMBtu versus approximately $2.130/MMBtu for the quarter ended March 31, 2016.

Contribution Margin – Gas Marketing contribution margin during the three months ended March 31, 2017 decreased $4.1 from the same period last year. The decrease in contribution margin is primarily due to the timing of storage optimization and lower market volatility in the current-year quarter.

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Interest Charges

Consolidated interest charges during the three months ended March 31, 2017 increased by $3.4 from the same period last year. The increase was primarily driven by the debt incurred and assumed as a result of the EnergySouth acquisition, combined with marginally higher interest rates on floating rate debt. For the three months ended March 31, 2017 and 2016, average short-term borrowings were $529.9 and $345.9, respectively, and the average interest rates on these borrowings were 1.1% and 1.0%, respectively.

Income Taxes

Consolidated income tax expense during the three months ended March 31, 2017 was $4.9 higher versus the prior-year quarter, primarily due to higher pre-tax book income. The effective tax rate for the current quarter was 33.0% versus 32.4% in the prior-year period, reflecting a higher estimate of pre-tax book income for the current fiscal year.

LACLEDE GAS

	Three Months Ended March 31,
	2017			2016
Operating Income (Loss)	$	90.2		$	87.0
Operation and maintenance expenses	57.5			61.5
Depreciation and amortization	23.0			21.9
Taxes, other than income taxes	35.3			33.5
Less: Gross receipts tax expense	(24.9		)	(24.7		)
Contribution Margin (non-GAAP)	181.1			179.2
Natural and propane gas costs	241.2			242.8
Gross receipts tax expense	24.9			24.7
Operating Revenues	$	447.2		$	446.7
Net Income	$	57.0		$	54.3

Operating revenues for the three months ended March 31, 2017 increased $0.5 from the same period last year primarily due to a $3.5 increase in ISRS charges and customer growth that was mostly offset by the impact of warmer weather. Contribution margin for the three months ended March 31, 2017 increased $1.9 from the same period last year, largely due to the $3.5 increase in ISRS charges and the positive impact of customer growth being offset principally by the impact of warmer than normal weather. O&M expenses for the three months ended March 31, 2017 decreased $4.0, largely attributable to lower employee-related costs and lower bad debt experience resulting from the warmer weather, offset slightly by higher property tax expense. Depreciation and amortization increased $1.1 in the current quarter versus the prior-year quarter due to higher capital investments. Other operating income increased by $1.5. Resulting net income for the three months ended March 31, 2017 increased $2.7 from the same period last year.

Temperatures in Laclede Gas’ service areas during the three months ended March 31, 2017 were 10% warmer than the same period last year, resulting in lower usage on a year-over-year comparative basis. Further, temperatures versus normal (the basis of Laclede Gas’ rate design) were 23% warmer, which constrained margins. The Missouri Utilities’ total system therms sold and transported were 681.4 million for the three months ended March 31, 2017, compared with 758.7 million for the same period last year. Total off-system therms sold and transported were 73.7 million for the three months ended March 31, 2017, compared with 86.9 million for the same period last year.

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ALAGASCO

	Three Months Ended March 31,
	2017			2016
Operating Income (Loss)	$	78.9		$	80.4
Operation and maintenance expenses	31.5			33.1
Depreciation and amortization	12.3			11.9
Taxes, other than income taxes	10.3			10.4
Less: Gross receipts tax expense	(7.7		)	(7.5		)
Contribution Margin (Non-GAAP)	125.3			128.3
Natural and propane gas costs	25.8			30.2
Gross receipts tax expense	7.7			7.5
Operating Revenues	$	158.8		$	166.0
Net Income	$	47.6		$	48.1

Operating revenues for the three months ended March 31, 2017 decreased $7.2 from the same period last year. The $26.7 negative impact due to weather was only partly offset by higher gas cost recoveries of $14.9 and no RSE revenue reduction in the current year versus a $4.6 reduction in the prior year. Contribution margin decreased $3.0, as the $4.6 impact of having no RSE adjustment in the current year were more than offset by the unfavorable impact of the warmer weather. Depreciation and amortization expenses for the three months ended March 31, 2017 were slightly higher than the same period last year. O&M expenses were $1.6 lower, primarily due to lower employee-related costs. Net income during the three months ended March 31, 2017 decreased $0.5 from the same period last year, primarily due to reductions in O&M expenses not being sufficient to offset the negative weather impact on contribution margin.

Temperatures in Alagasco’s service area during the three months ended March 31, 2017 were 24% warmer than a year ago, and 37% above normal. This variability and volatility relative to normal temperatures were the critical factors in Alagasco’s contribution margin decrease versus the prior year. Alagasco’s total system therms sold and transported were 278.7 million for the three months ended March 31, 2017, compared with 293.8 million for the same period last year.

For further information on the GSA and RSE mechanisms, please see Note 1, Summary of Significant Accounting Policies, and Note 15, Regulatory Matters, of Alagasco’s Annual Report on Form 10-K for the year ended September 30, 2016.

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SIX MONTHS ENDED MARCH 31, 2017

SPIRE

Net Income and Net Economic Earnings

The following tables reconcile the Company’s net economic earnings to the most comparable GAAP number, net income.

		Gas Utility			Gas Marketing			Other			Total			Per Diluted Share**
Six Months Ended March 31, 2017
	Net Income (Loss) (GAAP)	$	164.0		$	(1.8	)	$	(9.0	)	$	153.2		$	3.34
	Adjustments, pre-tax:
	Unrealized loss on energy-related derivatives	—			5.4			—			5.4			0.12
	Realized gain on economic hedges prior      to the sale of the physical commodity	—			(0.2		)	—			(0.2		)	—
	Acquisition, divestiture and restructuring activities	0.1			—			0.1			0.2			0.01
	Income tax effect of adjustments*	(0.1		)	(2.0		)	—			(2.1		)	(0.05		)
	Net Economic Earnings (Loss) (Non-GAAP)	$	164.0		$	1.4		$	(8.9	)	$	156.5		$	3.42
Six Months Ended March 31, 2016
	Net Income (Loss) (GAAP)	$	151.7		$	3.8		$	(7.8	)	$	147.7		$	3.39
	Adjustments, pre-tax:
	Unrealized gain on energy-related derivatives	(0.1		)	(1.9		)	—			(2.0		)	(0.04		)
	Lower of cost or market inventory adjustments	—			0.7			—			0.7			0.02
	Realized gain on economic hedges prior      to the sale of the physical commodity	—			(0.6		)	—			(0.6		)	(0.02		)
	Acquisition, divestiture and restructuring activities	1.4			—			1.9			3.3			0.07
	Income tax effect of adjustments*	(0.5		)	0.7			(0.7		)	(0.5		)	(0.01		)
	Net Economic Earnings (Loss) (Non-GAAP)	$	152.5		$	2.7		$	(6.6	)	$	148.6		$	3.41

* Income taxes are calculated by applying effective federal, state, and local income tax rates applicable to ordinary income to the amounts of the pre-tax reconciling items.

** Net economic earnings per share is calculated by replacing consolidated net income with consolidated net economic earnings in the GAAP diluted EPS calculation.

Consolidated

Spire’s net income was $153.2 for the six months ended March 31, 2017, compared with $147.7 for the six months ended March 31, 2016. Basic and diluted earnings per share for the six months ended March 31, 2017 were $3.35 and $3.34, respectively, compared with basic and diluted earnings per share of $3.40 and 3.39, respectively, for the six months ended March 31, 2016. Net income increased $5.5, driven by higher income in the Gas Utility segment. Net economic earnings were $156.5 ($3.42 per diluted share) for the six months ended March 31, 2017, up from $148.6 ($3.41 per diluted share) for the same period last year, as improvements for Gas Utility more than offset the $1.3 net economic earnings decline experienced by Gas Marketing. These fluctuations are described in more detail below.

Gas Utility

Gas Utility net income and net economic earnings increased by $12.3 and $11.5, respectively, for the six months ended March 31, 2017, compared with the six months ended March 31, 2016. As discussed in more detail below, improvements in both measures were primarily due to the inclusion of EnergySouth results in the current year, improvements in results at the Missouri Utilities, offset by milder weather and slightly lower results at Alagasco.

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Gas Marketing

The Gas Marketing segment reported a net loss totaling $1.8 for the six months ended March 31, 2017, versus net income of $3.8 during the same period last year due to less favorable mark-to-market activity, lower storage optimization and price volatility in the current year. Net economic earnings for the six months ended March 31, 2017 were $1.4, a decrease of $1.3 from the same period last year due to the timing of storage optimization and lower market volatility.

Operating Revenues and Operating Expenses

Reconciliations of the Company’s contribution margin to the most directly comparable GAAP measure are shown in the table below:

		Gas Utility			Gas Marketing			Other			Eliminations			Consolidated
Six Months Ended March 31, 2017
	Operating Income (Loss)	$	273.2		$	(3.0	)	$	(0.7	)	$	—		$	269.5
	Operation and maintenance expenses	199.8			2.9			3.9			(2.6		)	204.0
	Depreciation and amortization	75.6			—			0.2			—			75.8
	Taxes, other than income taxes	81.7			0.2			0.1			—			82.0
	Less: Gross receipts tax expense	(53.1		)	(0.1		)	—			—			(53.2		)
	Contribution Margin (Non-GAAP)	577.2			—			3.5			(2.6		)	578.1
	Natural and propane gas costs	490.1			43.8			0.1			(6.8		)	527.2
	Gross receipts tax expense	53.1			0.1			—			—			53.2
	Operating Revenues	$	1,120.4		$	43.9		$	3.6		$	(9.4	)	$	1,158.5
Six Months Ended March 31, 2016
	Operating Income (Loss)	$	251.4		$	6.3		$	(3.0	)	$	—		$	254.7
	Operation and maintenance expenses	186.5			3.0			4.5			(0.6		)	193.4
	Depreciation and amortization	67.3			—			0.3			—			67.6
	Taxes, other than income taxes	72.1			0.1			(0.1		)	—			72.1
	Less: Gross receipts tax expense	(49.7		)	(0.1		)	—			—			(49.8		)
	Contribution Margin (Non-GAAP)	527.6			9.3			1.7			(0.6		)	538.0
	Natural and propane gas costs	434.9			11.4			—			(25.4		)	420.9
	Gross receipts tax expense	49.7			0.1			—			—			49.8
	Operating Revenues	$	1,012.2		$	20.8		$	1.7		$	(26.0	)	$	1,008.7

Consolidated

As shown in the table above, Spire’s operating revenues for the six months ended March 31, 2017 increased at both Gas Utility and Gas Marketing. The Gas Utility increase was due principally to the current year revenues relating to the EnergySouth acquisition and higher revenues at the Missouri Utilities offsetting a small decrease in revenues experienced by Alagasco. The Gas Marketing increase was due to the impact of higher prices and volumes. Spire’s contribution margin increased $40.1 compared with the same six-month period last year due primarily to the $46.9 increase attributable to the EnergySouth acquisition, which, combined with the $6.2 higher contribution margin experienced by the Missouri Utilities, more than offset the $9.3 decrease in Gas Marketing and lower Alagasco results. Depreciation and amortization expenses were higher in the Gas Utility segment, due to the EnergySouth acquisition and higher capital investments in both the Missouri Utilities and Alagasco. O&M expenses increased, primarily due to the expenses associated with the EnergySouth acquisition. These fluctuations are described in more detail below.

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Gas Utility

Operating Revenues – Gas Utility operating revenues for the six months ended March 31, 2017 were $1,120.4, or $108.2 higher than the same period last year. The increase in Gas Utility operating revenues was attributable to the following factors:

EnergySouth acquisition	$	64.1
Missouri Utilities and Alagasco - weather / volumetric usage	(31.0		)
Missouri Utilities – Higher PGA gas cost recoveries	28.4
Alagasco - Higher GSA gas costs	19.0
Missouri Utilities - Off system sales, capacity release	14.6
Missouri Utilities – Higher Infrastructure System Replacement Surcharge (ISRS)	6.8
Alagasco – Lower Rate Stabilization and Equalization (RSE) revenue reduction in the current year	5.8
All other factors	0.5
Total Variation	$	108.2

As shown, the increase was primarily attributable to the EnergySouth acquisition, higher PGA and GSA gas cost recoveries, higher ISRS charges within the Missouri Utilities, and lower RSE adjustments at Alagasco. These favorable revenue drivers were offset partly by the impact of warmer weather.

Contribution Margin – Gas Utility contribution margin was $577.2 for the six months ended March 31, 2017, a $49.6 increase over the same period last year. The increase was attributable to the following factors:

EnergySouth acquisition	$	46.9
Missouri Utilities and Alagasco - weather / volumetric usage	(10.1		)
Missouri Utilities – Higher Infrastructure System Replacement Surcharge (ISRS)	6.8
Alagasco – Lower Rate Stabilization and Equalization (RSE) revenue reduction in the current year	5.8
All other factors	0.2
Total Variation	$	49.6

The negative contribution impact that resulted from the warmer weather in the current year was mitigated by the inclusion of EnergySouth results in the current year, favorable impacts the Missouri Utilities’ ISRS charges, and Alagasco’s lower RSE adjustments.

Operating Expenses – Depreciation and amortization expenses for the six months ended March 31, 2017 increased $8.3 from the same period last year, with $5.3 attributable to the EnergySouth acquisition and the remainder due to higher levels of capital investment over the past year at both the Missouri Utilities and Alagasco. O&M expenses for the six months ended March 31, 2017 increased $13.3 from last year, as the inclusion of $19.1 of EnergySouth expenses offset a $2.3 reduction at the Missouri Utilities and $3.5 lower O&M expenses at Alagasco. These expense reductions were partially attributable to the warmer weather, with lower employee-related expenses at both the Missouri and Alabama Utilities and lower bad debt expense in the current year only being partly offset by higher property tax expense at the Missouri Utilities.

Gas Marketing

Operating Revenues – Gas Marketing operating revenues during the six months ended March 31, 2017 increased $23.1 from the same period last year, principally due to higher total volume and general pricing levels, along with the effect of changes in trading activities. Overall commodity pricing in the current year was $0.804/MMBtu higher than the prior year.

Contribution Margin – Gas Marketing contribution margin during the six months ended March 31, 2017 decreased $9.3 from the same period last year. The decrease is primarily due to $7.1 unfavorable fair value adjustments, lower storage optimization, and narrowing spreads. These negative impacts were only partially offset by the favorable impact of higher overall volumes.

Interest Charges

Consolidated interest charges during the six months ended March 31, 2017 were $6.5 higher than the same period last year. The increase was primarily driven by debt incurred and assumed as a result of the EnergySouth acquisition, combined with marginally higher interest rates on floating rate debt. Also, for the six months ended March 31, 2017 and 2016, average short-term borrowings were $502.2 and $360.2, respectively, and the average interest rates on these borrowings were 1.2% and 0.9%, respectively.

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Income Taxes

Consolidated income tax expense during the six months ended March 31, 2017 increased $4.7 from the same period last year primarily as a result of higher pre-tax book income and an effective tax rate of 33.0% in the current year versus 32.4% in the prior-year period, reflecting a higher estimate of pre-tax book income for the current fiscal year.

LACLEDE GAS

	Six Months Ended March 31,
	2017			2016
Operating Income (Loss)	$	154.7		$	152.1
Operation and maintenance expenses	118.0			120.3
Depreciation and amortization	45.7			43.7
Taxes, other than income taxes	59.9			55.2
Less: Gross receipts tax expense	(39.0		)	(38.2		)
Contribution Margin (Non-GAAP)	339.3			333.1
Natural and propane gas costs	432.5			392.6
Gross receipts tax expense	39.0			38.2
Operating Revenues	$	810.8		$	763.9
Net Income	$	95.0		$	93.7

Operating revenues during the six months ended March 31, 2017 increased $46.9 from the same period last year primarily due to $28.4 higher wholesale gas costs passed on to customers, off-system sales of $14.6, ISRS charge increases of $6.8, offset primarily by the $3.0 decrease related to the current year’s warmer weather. Contribution margin increased $6.2 primarily due to the $6.8 higher ISRS charges being slightly offset by the negative weather impact. O&M expenses during the six months ended March 31, 2017 decreased $2.3 from the same period last year, partly offset by higher depreciation. The decrease in O&M expenses was driven by lower employee-related costs and lower bad debts, partially offset by higher property tax expense. Income tax expense in the current year increased $1.5 due to higher pre-tax book income and a slightly higher effective tax rate. Net income increased $1.3, primarily due to the factors discussed above.

Temperatures in Laclede Gas’ service areas during the six months ended March 31, 2017 were essentially flat with the same period last year, and 20% warmer than normal. The Missouri Utilities’ total system therms sold and transported were 1,245.6 million for the six months ended March 31, 2017 compared with 1,253.2 million for the same period last year, including a 11.0 million decrease in off-system sales. Total off-system therms sold and transported were 153.5 million for the six months ended March 31, 2017, compared with 164.5 million for the same period last year.

ALAGASCO

	Six Months Ended March 31,
	2017			2016
Operating Income (Loss)	$	98.7		$	99.3
Operation and maintenance expenses	62.7			66.2
Depreciation and amortization	24.6			23.6
Taxes, other than income taxes	16.9			16.9
less: Gross receipts tax expense	(11.9		)	(11.5		)
Contribution Margin (Non-GAAP)	191.0			194.5
Natural and propane gas costs	42.6			42.3
Gross receipts tax expense	11.9			11.5
Operating Revenues	$	245.5		$	248.3
Net Income	$	57.9		$	58.0

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Operating revenues for the six months ended March 31, 2017 decreased $2.8 from the same period last year. The primary drivers were $19.0 in higher GSA gas cost recoveries, $5.8 beneficial RSE adjustments in the current year, offset principally by a $28.0 impact due to weather and lower base rates for revenue and margin. Contribution margin decreased $3.5 versus the prior period, primarily the result of the $9.2 reduction resulting from the warmer weather and lower base rates for margin only being partly offset by $5.8 lower RSE revenue reduction adjustments in the current year. O&M expenses for the six months ended March 31, 2017 decreased $3.5 from the same period last year primarily driven by decreases in employee-related expenses. Net income for the six months ended March 31, 2017 was flat with the same period last year.

Temperatures in Alagasco’s service area during the six months ended March 31, 2017 were 16% warmer than the same period last year and 35% warmer than normal. Alagasco’s total system therms sold and transported were 500.2 million for the six months ended March 31, 2017, compared with 482.4 million for the same period last year.

For further information on the GSA and RSE mechanisms, please see Note 1, Summary of Significant Accounting Policies, and Note 3, Regulatory Matters, of Alagasco’s Annual Report on Form 10-K for the year ended September 30, 2016.

REGULATORY AND OTHER MATTERS

Please see the Environmental Matters section for information relative to environmental matters. Spire, Laclede Gas and Alagasco are involved in other litigation, claims, and investigations arising in the normal course of business. Management, after discussion with counsel, believes that the final outcomes of these matters will not have a material effect on the consolidated financial position, results of operations, or cash flows of the Company, Laclede Gas or Alagasco.

Laclede Gas

On May 19, 2016, the MoPSC approved an incremental ISRS amount of $5.4 for Laclede Gas’ eastern Missouri service territory and $3.6 for MGE, effective May 31, 2016. On June 30, 2016, the Missouri Office of the Public Counsel (OPC) filed an appeal to Missouri’s Western District Court of Appeals of the MoPSC’s decision permitting Laclede Gas to update its ISRS applications during the pendency of the case. On March 28, 2017, the Court again affirmed the MoPSC’s decision approving Laclede Gas’ ISRS update process. The OPC has filed a motion to transfer the case to the Missouri Supreme Court, who declined to hear a similar case in December 2016.

On September 30, 2016, Laclede Gas filed to increase its ISRS revenues, by $5.0 for Laclede Gas’ eastern Missouri service territory and $3.4 for MGE, related to ISRS investments from March 2016 through October 2016. On November 29, 2016, MoPSC staff recommended $4.5 for Laclede Gas’ eastern Missouri service territory and $3.4 for MGE based on updates filed by the company. On January 3, 2017, the MoPSC held a hearing to decide two issues raised by the OPC pertaining to the ISRS eligibility of hydrostatic testing done by MGE and the replacement of plastic interspersed with the cast iron. On January 18, 2017, the MoPSC found in favor of the Missouri Utilities on the interspersed plastics issue, but against MGE on hydrostatic testing, and issued an order setting the ISRS increases at $4.5 and $3.2, respectively, bringing total annualized ISRS revenue to $29.5 for Laclede Gas’ eastern Missouri service territory and $13.4 for MGE’s service territory. Rates were effective January 28, 2017. On March 3, 2017, the OPC filed an appeal to Missouri’s Western District Court of Appeals of the MoPSC’s decision permitting Laclede Gas to include the replacement of interspersed plastic pipe in its ISRS.

On February 3, 2017,Laclede Gas filed to increase its ISRS revenues, by $3.3 for Laclede Gas’ eastern Missouri service territory and $2.9 for MGE, related to ISRS investments from November 2016 through February 2017. Following the submission of updated information, on April 4, 2017 MoPSC staff submitted its recommendation for an increase in rates of $3.0 for Laclede Gas’ eastern Missouri service territory and $3.0 for MGE, for a cumulative of $32.5 and $16.4, respectively. On that same date, the OPC again raised an objection to the ISRS eligibility of replacing plastic portions of main interspersed within cast iron main. On April 18, 2017, the parties filed with the MoPSC a unanimous stipulation and agreement proposing to apply the judicial outcome of the OPC’s March 3, 2017 appeal on the plastics issue to both the ISRS cases on appeal and the current ISRS cases. The agreement was approved by the MoPSC on April 26, 2017. Pending the outcome of the appeal, ISRS rates for each of the two service territories will be increased by $3.0 effective June 1, 2017.

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On April 15, 2015, Laclede Gas applied to the MoPSC for a new financing authorization in the amount of $550.0. On February 10, 2016, the MoPSC issued an order, by a 3-2 vote, authorizing Laclede Gas financing authority for $300.0 for financings placed any time before September 30, 2018. Laclede Gas filed an application for rehearing, which was denied on March 9, 2016. On March 31, 2016, Laclede Gas filed an appeal with Missouri’s Western District Court of Appeals concerning this matter. The parties filed briefs and oral arguments were heard on November 17, 2016, but the matter is still pending. Laclede Gas has issued no securities under this authorization since the decision, but on March 20, 2017, Laclede Gas entered into a bond purchase agreement for $170.0 that will be funded prior to September 15, 2017, and applied against the $300.0 authorization.

On April 11, 2017, both Laclede Gas’ eastern and western Missouri service territories filed for a general rate case, and did so concurrently as agreed to in GM-2013-0254, as part of the acquisition of MGE by Laclede Gas. The request for Laclede Gas’ eastern Missouri territory represents a net rate increase of $28.5. With the $29.5 already being billed in ISRS, the total base rate increase request was $58.1. For the western Missouri territory, MGE’s request represents a net rate increase of $37.0. With the $13.4 already being billed in ISRS, the total base rate increase request was $50.4. The rates were premised upon a 10.35% ROE and the details of the filing can be found in GR-2017-0215 for the eastern Missouri territory, and GR-2017-0216 for the western Missouri territory. No procedural schedule has been set, but Missouri statutes require the MoPSC to review and make new rates effective within 11 months of the filing, or by March 11, 2018.

Alagasco

Alagasco is subject to regulation by the APSC which established the Rate Stabilization and Equalization (RSE) rate-setting process in 1983. Alagasco’s current RSE order has a term extending beyond September 30, 2018, unless the APSC enters an order to the contrary in a manner consistent with law. In the event of unforeseen circumstances, whether physical or economic, of the nature of force majeure and including a change in control, the APSC and Alagasco will consult in good faith with respect to modifications, if any. Effective January 1, 2014, Alagasco’s allowed range of return on average common equity is 10.5% to 10.95% with an adjusting point of 10.8%. Alagasco is eligible to receive a performance-based adjustment of 5 basis points to the return on equity adjusting point, based on meeting certain customer satisfaction criteria. Under RSE, the APSC conducts quarterly reviews to determine whether Alagasco’s return on average common equity at the end of the rate year will be within the allowed range of return. Reductions in rates can be made quarterly to bring the projected return within the allowed range; increases, however, are allowed only once each rate year, effective December 1, and cannot exceed 4% of prior-year revenues. The RSE reduction for the July 31, 2016 quarterly point of test was $4.8 and went into effect October 1, 2016, and for the quarterly point of test at September 30, 2016, Alagasco recorded a $2.7 RSE reduction effective December 1, 2016. As part of the annual update for RSE, on November 30, 2016, Alagasco filed a reduction for rate year 2017 of $2.5 that also became effective December 1, 2016. There was no RSE reduction for the January 31, 2017 point of test, and as of March 31, 2017, Alagasco is not projected to have a reduction for the April 30, 2017 RSE point of test.

On June 28, 2010, the APSC approved a reduction in depreciation rates, effective June 1, 2010, and a regulatory liability recorded for Alagasco. Refunds from such negative salvage liability will be passed back to eligible customers on a declining basis through lower tariff rates through rate year 2019 pursuant to the terms of the Negative Salvage Rebalancing (NSR) rider (see the 2016 Form 10-K for more detail). For the period December 1, 2016 through March 31, 2017, $5.6 of the customer refund has been returned to customers. As of March 31, 2017, $13.0 is remaining to be refunded to customers.

Spire

In addition to the matters described above, the following regulatory matter affects Spire.

On July 22, 2016, the proposed project of Spire STL Pipeline LLC, a wholly owned subsidiary of Spire, was accepted into the pre-filing process at the FERC. The proposal outlined the plan to build, own, operate, and maintain a pipeline interconnecting with the Rockies Express pipeline to deliver natural gas to the St. Louis, Missouri area. As an interstate project, the Spire STL Pipeline will be reviewed for siting and permitting by the FERC, which will be the lead agency for other federal, state, and local permitting authorities. A precedent agreement between Spire STL Pipeline and Laclede Gas was executed on January 25, 2017. On January 26, 2017, Spire STL Pipeline filed an application with the FERC requesting issuance of a certificate of convenience and necessity authorizing it to construct, own, and operate an interstate pipeline. Several parties have filed interventions and comments regarding the Spire STL Pipeline project. The company is monitoring these closely and has responded where appropriate.

On April 21, 2017, Spire STL Pipeline filed an amended certificate application to adjust the preferred route to include a new six-mile segment rather than an existing line. The change would offer a number of benefits including eliminating potential supply disruption risk for Laclede Gas during construction, eliminating uncertainty regarding upgrade costs, and reducing long-term integrity management costs.

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CRITICAL ACCOUNTING ESTIMATES

Our discussion and analysis of our financial condition, results of operations, liquidity, and capital resources are based upon our financial statements, which have been prepared in accordance with GAAP. GAAP requires that we make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. Our critical accounting estimates used in the preparation of our financial statements are described in Item 7 of the Company’s, Laclede Gas’, and Alagasco’s Annual Reports on Form 10-K for the fiscal year ended September 30, 2016 and include regulatory accounting, goodwill, and employee benefits and postretirement obligations. There were no significant changes to these critical accounting estimates during the six months ended March 31, 2017.

For discussion of other significant accounting policies, see Note 1 of the Notes to Financial Statements included in this Form 10-Q as well as Note 1 of the Notes to Financial Statements included in the Company’s, Laclede Gas’, and Alagasco’s Annual Reports on Form 10-K for the fiscal year ended September 30, 2016.

ACCOUNTING PRONOUNCEMENTS

The Company, Laclede Gas and Alagasco have evaluated or are in the process of evaluating the impact that recently issued accounting standards will have on the companies’ financial position or results of operations upon adoption. For disclosures related to the adoption of new accounting standards, see the New Accounting Pronouncements section in Note 1 of the Notes to Financial Statements.

FINANCIAL CONDITION

Cash Flows

Spire

The Company’s short-term borrowing requirements typically peak during colder months when the Utilities borrow money to cover the lag between when they purchase natural gas and when their customers pay for that gas. Changes in the wholesale cost of natural gas (including cash payments for margin deposits associated with Laclede Gas’ use of natural gas derivative instruments), variations in the timing of collections of gas cost under the Utilities’ PGA clauses and GSA riders, the seasonality of accounts receivable balances, and the utilization of storage gas inventories cause short-term cash requirements to vary during the year and from year to year, and may cause significant variations in the Company’s cash provided by or used in operating activities.

	Six Months Ended   March 31,
Cash Flow Summary	2017			2016
Net cash provided by operating activities	$	226.1		$	243.0
Net cash used in investing activities	(182.9		)	(122.5		)
Net cash used in financing activities	(28.8		)	(125.6		)

For the six months ended March 31, 2017, net cash provided by operating activities declined $16.9 from the corresponding period of fiscal 2016. The change is primarily due to fluctuations in working capital, as mentioned above, largely driven by the relative weather conditions and gas prices during the periods.

For the six months ended March 31, 2017, net cash used in investing activities was $60.4 more than for the same period in the prior year, driven by a $65.5 increase in capital expenditures. The higher spending to this point in the fiscal year is consistent with the Company’s capital expenditure expectations, and reflects the continued focus on infrastructure upgrades and the addition of EnergySouth. Total capital expenditures for the full fiscal year 2017 are expected to be approximately $445, with approximately $415 in the Utilities.

Lastly, for the six months ended March 31, 2017, net cash used in financing activities was $96.8 lower than for the six months ended March 31, 2016. This change primarily reflects the effect of a $24.9 net issuance of short-term and long-term debt this year compared with an $84.4 net repayment last year, partially offset by higher dividend payments and other financing activities this year.

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LIQUIDITY AND CAPITAL RESOURCES

Cash and Cash Equivalents

None of Spire, Laclede Gas, or Alagasco had any short-term investments as of or for the six months ended March 31, 2017.

Bank deposits were used to support working capital needs of the business.

Short-term Debt

The Utilities’ short-term borrowing requirements typically peak during the colder months, while the Company’s needs are less seasonal. These short-term cash requirements can be met through the sale of commercial paper supported by lines of credit with banks or through direct use of the lines of credit.

On December 14, 2016, Spire, Laclede Gas, and Alagasco entered into a new syndicated revolving credit facility pursuant to a loan agreement with 11 banks, expiring December 14, 2021. The largest portion provided by a single bank under the line is 12.3%. The loan agreement replaces Spire’s and Laclede Gas’ existing loan agreements dated as of September 3, 2013 and amended September 3, 2014, which were set to expire on September 3, 2019, and Alagasco’s existing loan agreement dated September 2, 2014, which was set to expire September 2, 2019. All three agreements were terminated on December 14, 2016.

The loan agreement has an aggregate credit commitment of $975.0, including sublimits of $300.0 for Spire, $475.0 for Laclede Gas, and $200.0 for Alagasco. These sublimits may be reallocated from time to time among the three borrowers within the $975.0 aggregate commitment. Spire may use its line to provide for the funding needs of various subsidiaries. Spire, Laclede Gas, and Alagasco expect to use the loan agreement for general corporate purposes, including short-term borrowings and letters of credit. The agreement also contains financial covenants limiting each borrower’s consolidated total debt, including short-term debt, to no more than 70% of its total capitalization. As defined in the line of credit, on March 31, 2017, total debt was 57% of total capitalization for the consolidated Company, 49% for Laclede Gas, and 29% for Alagasco.

On December 21, 2016, Spire established a commercial paper program (Program) pursuant to which Spire may issue short-term, unsecured commercial paper notes (Notes). Amounts available under the Program may be borrowed, repaid, and re-borrowed from time to time, with the aggregate face or principal amount of the Notes outstanding under the Program at any time not to exceed $975.0. The Notes may have maturities of up to 365 days from date of issue. The net proceeds of the issuances of the Notes are expected to be used for general corporate purposes, including to provide working capital for both utility and non-utility subsidiaries. As of March 31, 2017, Notes outstanding under the Program totaled $567.4.

Information regarding Spire’s consolidated short-term borrowings as of and during the six months ended March 31, 2017, is presented below:

	Spire Short-Term Borrowings1	Laclede Gas Commercial Paper Borrowings2	Alagasco Bank Line Borrowings	Total Short-Term Borrowings
Six Months Ended March 31, 2017
Weighted average borrowings outstanding	$268.1	$177.4	$56.7	$502.2
Weighted average interest rate	1.3%	0.9%	1.6%	1.2%
Range of borrowings outstanding	$73.0 - $675.6	$0.0 - $329.7	$0.0 - $102.5	$398.7 - $675.6
Annual decrease in pre-tax earnings and cash flows resulting from a 100-basis-point average rate increase on average borrowings*				$5.0
As of March 31, 2017
Borrowings outstanding at end of period	$567.4	$—	$—	$567.4
Weighted average interest rate	1.2%	—%	—%	1.2%

*    Portions may be offset through the Utilities’ application of PGA or GSA carrying costs.

¹    Spire Short-Term Borrowings includes bank line borrowings and, since January 1,2017, commercial paper.

²    The commercial paper program for Laclede Gas terminated February 2, 2017.

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Long-term Debt and Equity

Spire

At March 31, 2017, including the current portion but excluding unamortized discounts, debt issuance costs, and net hedging gains, Spire had fixed-rate long-term debt totaling $1,942.0, of which $810.0 was issued by Laclede Gas and $250.0 was issued by Alagasco. The long-term debt issues are fixed-rate and are subject to changes in their fair value as market interest rates change. However, increases or decreases in fair value would impact earnings and cash flows only if the Company were to reacquire any of these issues in the open market prior to maturity. Under GAAP applicable to the Utilities’ regulated operations, losses or gains on early redemptions of long-term debt would typically be deferred as regulatory assets or regulatory liabilities and amortized over a future period. Of the Company’s $1,942.0 senior long-term debt, $25.0 has no call options, $1,037.0 has make-whole call options, $875.0 is callable at par one to six months prior to maturity and $5.0 is callable at par currently. None of the debt has any put options.

On March 10, 2017, Spire redeemed in full at par its $250.0 floating rate notes due August 15, 2017, plus accrued and unpaid interest.

On March 15, 2017, Spire completed the issuance and sale of $100.0 in aggregate principal amount of Senior Notes due March 15, 2027. The notes bear interest at the rate of 3.93% per annum, payable semi-annually. The notes are senior unsecured obligations of the Company. The Company used the proceeds from the sale of the notes for the repayment of other debt.

In 2014, Spire issued 2.875 million equity units as a portion of the Alagasco acquisition financing of the Alagasco acquisition. The equity units were originally issued at $50 per unit pursuant to the Purchase Contract and Pledge Agreement (purchase contract) dated as of June 11, 2014 between Spire and U.S. Bank National Association, as purchase contract agent, collateral agent, custodial agent and securities intermediary. These units consisted of $143.8 aggregate principal amount of 2014 Series A 2.00% remarketable junior subordinated notes due 2022 (the Junior Notes) and the purchase contract obligating the holder to purchase common shares at a future settlement date (anticipated to be three years in the future and prior to the Junior Notes maturity).

The equity unit investments were effectively replaced as planned in a series of transactions outlined below:

– On February 22, 2017, the selling securityholders (as defined below) agreed to purchase the Junior Notes in connection with the remarketing of the junior subordinated notes that comprised a component of the equity units.

– On the same day, Spire entered two related agreements: (1) a Securities Purchase and Registration Rights Agreement (the SPRRA), among Spire and the several purchasers named therein (the selling securityholders), obligating the selling securityholders to sell the Junior Notes to Spire in exchange for $143.8 aggregate principal amount of Spire’s 3.543% Senior Notes due 2024 (the Senior Notes) and a cash payment, and (2) an underwriting agreement with the selling securityholders and the several underwriters named therein in connection with the public offering of $150.0 aggregate principal amount of Senior Notes consisting of $6.2 principal amount of the Senior Notes issued and sold by Spire and $143.8 principal amount of the Senior Notes sold by the selling securityholders. The SPRRA granted the selling securityholders the right to offer the Senior Notes to the public in secondary public offerings.

– The public offering was completed on February 27, 2017. Spire used its net proceeds from its sale of the Senior Notes to repay short-term debt. Spire did not receive any proceeds from the sale of the Senior Notes by the selling securityholders.

– On April 3, 2017, Spire settled the purchase contracts underlying equity units, by issuing 2.5 million shares of its common stock at a purchase price of $57.3921 per share. Under the contract terms, the equity units were converted to common stock at the rate of 0.8712, with a corresponding adjustment to purchase price. Spire received net cash proceeds of approximately $142.0, which it used to repay short-term debt.

On March 20, 2017, Laclede Gas entered into a bond purchase agreement, described more fully under Laclede Gas below, pursuant to which Laclede Gas has committed to issue in a private placement a total of $170.0 of its first mortgage bonds in 15-, 30- and 40-year tranches. The bonds will close on a date of Laclede Gas’ choosing, no later than September 15, 2017. The interest rates on the bonds are dependent on the exact closing date, as described below.

Spire entered into a master note purchase agreement on June 20, 2016 with certain institutional purchasers pursuant to which Spire committed to issue a total of $165.0 unsecured notes in the private placement market. These notes were issued in September 2016 and funded a portion of the purchase price for the EnergySouth

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acquisition. Tranche A of the notes for $35.0 will mature on September 1, 2021, and bears interest of 2.52%; Tranche B for $130.0 will mature September 1, 2026 and bears interest of 3.13%.

Spire has a shelf registration statement on Form S-3 on file with the SEC for the issuance and sale of up to 168,698 shares of its common stock under its Dividend Reinvestment and Direct Stock Purchase Plan. There were 94,715 and 90,121 shares at March 31, 2017 and April 28, 2017, respectively, remaining available for issuance under its Form S-3. Spire also has a shelf registration statement on Form S-3 on file with the SEC for the issuance of equity and debt securities, which expires September 23, 2019. The amount, timing, and type of additional financing to be issued under this shelf registration will depend on cash requirements and market conditions.

Consolidated capitalization at March 31, 2017 consisted of 49.4% of Spire common stock equity and 50.6% of long-term debt, compared to 49.3% of Spire common stock equity and 50.7% of long-term debt at September 30, 2016.

Laclede Gas

Of Laclede Gas’ long-term debt (totaling $810.0 principal amount), $25.0 has no call option, $435.0 has make-whole call options, and $350.0 is callable at par one to six months prior to maturity.

On March 20, 2017, Laclede Gas entered into a bond purchase agreement among Laclede Gas and certain institutional purchasers (Bond Purchasers) pursuant to which Laclede Gas has committed to issue in a private placement a total of $170.0 of its first mortgage bonds: (i) $50.0 due September 15, 2032 (2032 Bonds), (ii) $70.0 due September 15, 2047 (2047 Bonds) and (iii) $50.0 due September 15, 2057 (2057 Bonds and, together with the 2032 Bonds and 2047 Bonds, the Bonds). Laclede Gas will give the Bond Purchasers at least five (5) business days’ prior written notice of a closing date, which shall occur no later than September 15, 2017. Depending on the closing date, the 2032 Bonds will bear interest at a rate between 3.58% and 3.68% per annum, the 2047 Bonds at a rate between 4.17% and 4.23% per annum and the 2057 Bonds at a rate between 4.32% and 4.38% per annum. The interest on the Bonds is payable semi-annually. Laclede Gas will use the proceeds from the sale of the Bonds to refinance existing indebtedness and for other general corporate purposes.

Laclede Gas has authority from the MoPSC to issue debt securities and preferred stock, including on a private placement basis, as well as to issue common stock, receive paid-in capital, and enter into capital lease agreements, all for a total of up to $300.0. This authority became effective March 11, 2016, and will expire September 30, 2018, but is under appeal by Laclede Gas, as discussed under Regulatory and Other Matters above. After the settlement of the $170.0 in Bonds discussed above, Laclede Gas will have $130.0 of this authorization remaining.

Laclede Gas filed a shelf registration on Form S-3 with the SEC on September 23, 2016, for issuance of first mortgage bonds, unsecured debt, and preferred stock, which expires on September 23, 2019. The amount, timing, and type of additional financing to be issued under this shelf registration will depend on cash requirements and market conditions, as well as future MoPSC authorizations.

Laclede Gas capitalization at March 31, 2017 consisted of 58.9% of common stock equity and 41.1% of long-term debt compared to 57.1% of common stock equity and 42.9% of long-term debt at September 30, 2016.

Alagasco

All of Alagasco’s long-term debt ($250.0 principal amount) has make-whole call options.

Alagasco has no standing authority to issue long-term debt and must petition the APSC for planned issuances. On February 3, 2015, Alagasco received authorization and approval from the APSC to borrow $80.0 for the purpose of refinancing $80.0 of existing debt scheduled to mature on December 1, 2015. Pursuant to this authorization and an earlier authorization for a $35.0 debt issuance, Alagasco entered into a master note purchase agreement on June 5, 2015 with certain institutional purchasers pursuant to which Alagasco committed to issue $115.0 unsecured notes in the private placement market: $35.0 at a rate of 3.21% for 10 years issued on September 15, 2015, and $80.0 at a rate of 4.31% for 30 years settling December 1, 2015. Alagasco used the net proceeds of the private placements to refinance existing indebtedness and for general corporate purposes.

Alagasco’s capitalization at March 31, 2017 consisted of 78.1% of common stock equity and 21.9% of long-term debt compared to 77.8% of common stock equity and 22.2% of long-term debt at September 30, 2016.

The Company’s, Laclede Gas’, and Alagasco’s access to capital markets, including the commercial paper market, and their respective financing costs, may depend on the credit rating of the entity that is accessing the capital markets. The credit ratings of the Company, Laclede Gas, and Alagasco remain at investment grade, but are subject to review and change by the rating agencies.

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It is management’s view that the Company, Laclede Gas, and Alagasco have adequate access to capital markets and will have sufficient capital resources, both internal and external, to meet anticipated capital requirements, which primarily include capital expenditures, interest payments of long-term debt, scheduled maturities of long-term debt, short-term seasonal needs, and dividends.

CONTRACTUAL OBLIGATIONS

During the six months ended March 31, 2017, there were no material changes outside the ordinary course of business to the estimated contractual obligations from the disclosure provided in the Company’s Form 10-K for the fiscal year ended September 30, 2016.

MARKET RISK

There were no material changes in the Company’s commodity price risk or counterparty credit risk as of March 31, 2017 relative to the corresponding information provided as of September 30, 2016 in the Company’s Annual Report on Form 10-K. Information on concentrations of credit risk, including how Spire Marketing manages these risks, is included in Note 7, Concentrations of Credit Risk, of the Notes to Financial Statements under Item 1.

During the second quarter of fiscal 2016, Spire entered into five-year interest rate swap transactions with a fixed interest rate of 1.776% and a notional amount of $105.0 to protect itself against adverse movement in interest rates in anticipation of the issuance of long-term debt in 2017. During the third quarter of 2016, the Company entered into seven-year swap transactions with an average fixed interest rate of 1.501% and a notional amount of $120.0 to hedge additional debt expected to be issued in 2017 or early 2018. During the second quarter of 2017 these hedge positions were settled, resulting in a gain of $7.3, which will be amortized over the hedged periods. Also during the second quarter of 2017, Spire entered into ten-year interest rate swap with a fixed interest rate of 2.658% and a notional amount of $60.0 to protect itself against adverse movements in interest rates on future interest rate payments. The company recorded a $0.2 mark-to-market gain on these swaps for the three months ended March 31, 2017. The fair values of related derivative instruments are shown in Note 6, Fair Value Measurements. Information about the Company’s short-term and long-term debt is included under the heading “Liquidity and Capital Resources” in this Item 2.

ENVIRONMENTAL MATTERS

The Utilities own and operate natural gas distribution, transmission and storage facilities, the operations of which are subject to various environmental laws and regulations, along with their interpretations. While environmental issues resulting from such operations arise in the ordinary course of business, such issues have not materially affected the Company’s, Laclede Gas’, or Alagasco’s financial position and results of operations. As environmental laws, regulations, and interpretations change, however, the Utilities may be required to incur additional costs. For information relative to environmental matters, see Note 10, Commitments and Contingencies, of the Notes to Financial Statements included in Item 1.

OFF-BALANCE SHEET ARRANGEMENTS

At March 31, 2017, the Company had no off-balance-sheet financing arrangements, other than operating leases and letters of credit entered into in the ordinary course of business. The Company does not expect to engage in any significant off-balance-sheet financing arrangements in the near future.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

For this discussion, see Part I., Item 2., Management’s Discussion and Analysis of Financial Condition and Results of Operations – Market Risk.

Item 4. Controls and Procedures

Spire

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the

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effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective.

Effective September 12, 2016, we acquired EnergySouth, Inc. As the acquisition occurred during the last 12 months, the scope of our assessment of the effectiveness of disclosure controls and procedures does not include the internal control over financial reporting of EnergySouth. This exclusion is in accordance with the SEC’s guidance that management’s evaluation of the effectiveness of disclosure controls and procedures may exclude an assessment of those disclosure controls and procedures of the acquired entity that are subsumed by internal control over financial reporting in the year following the acquisition. EnergySouth’s business constituted 3.1 percent and 4.1 percent of Spire’s net and total assets, respectively, as of March 31, 2017, and 5.5 percent of revenues for the six months ended March 31, 2017.

As a result of the acquisition of EnergySouth, the Company is evaluating and implementing changes to processes, policies and other components of its internal control over financial reporting with respect to the consolidation of EnergySouth’s operations into the Company’s financial statements. During the period ended March 31, 2017, changes to the Company’s controls occurred as a substantial portion of EnergySouth’s stand-alone financial systems and related processes were integrated with the Company’s existing systems and processes. These changes are not considered to be material to the Company’s internal control over financial reporting.

Management continues to be engaged in efforts to evaluate the effectiveness of our internal control procedures and the design of those control procedures relating to EnergySouth. Except for the activities described above, there were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended March 31, 2017 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Laclede Gas

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the disclosure controls and procedures pursuant to Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective.

There were no changes in Laclede Gas’ internal control over financial reporting that occurred during the quarter ended March 31, 2017 that have materially affected, or are reasonably likely to materially affect, Laclede Gas’ internal control over financial reporting.

Alagasco

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the disclosure controls and procedures pursuant to Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective.

There were no changes in Alagasco’s internal control over financial reporting that occurred during the quarter ended March 31, 2017 that have materially affected, or are reasonably likely to materially affect, Alagasco’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

For a description of environmental matters and legal proceedings, see Note 10, Commitments and Contingencies, of the Notes to Financial Statements in Item 1 of Part 1. For a description of pending regulatory matters, see Regulatory and Other Matters under Part I, Item 2.

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The registrants are involved in litigation, claims and investigations arising in the normal course of business. Management, after discussion with counsel, believes that the final outcomes of these matters will not have a material effect on any registrant’s financial position or results of operations reflected in the financial statements presented herein.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The only repurchase of Spire’s common stock in the quarter were pursuant to elections by employees to have shares of stock withheld to cover employee tax withholding obligations upon the vesting of performance-based and time-vested restricted stock and stock units. The following table provides information on those repurchases.

Period	(a) Total Number of Shares Purchased	(b) Average Price Paid Per Share	(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number of Shares That May Yet be Purchased Under the Plans or Programs
January 1, 2017 - January 31, 2017	974	$64.80	—	—
February 1, 2017 - February 28, 2017	—	$—	—	—
March 1, 2017 - March 31, 2017	—	$—	—	—
Total	974	$64.80	—	—

Laclede Gas’ outstanding first mortgage bonds contain restrictions on its ability to pay cash dividends on its common stock. As of March 31, 2017, all of Laclede Gas’ retained earnings were free from such restrictions.

Item 6. Exhibits

See Exhibit Index.

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SIGNATURES

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

		Spire Inc.
Date:	May 3, 2017	By:	/s/ Steven P. Rasche
			Steven P. Rasche
			Executive Vice President and Chief Financial Officer
			(Authorized Signatory and Principal Financial Officer)

		Laclede Gas Company
Date:	May 3, 2017	By:	/s/ Steven P. Rasche
			Steven P. Rasche
			Chief Financial Officer
			(Authorized Signatory and Principal Financial Officer)

		Alabama Gas Corporation
Date:	May 3, 2017	By:	/s/ Steven P. Rasche
			Steven P. Rasche
			Chief Financial Officer
			(Authorized Signatory and Principal Financial Officer)

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EXHIBIT INDEX

Exhibit No.	Description
4.1*	Second Supplemental Indenture, dated as of February 27, 2017, between Spire Inc. and UMB Bank & Trust, N.A., as Trustee (including Form of 3.543% Senior Notes due 2024), filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed February 27, 2017.
4.2	Master Note Purchase Agreement dated June 20, 2016, among Spire Inc. and certain institutional purchasers party thereto.
4.3	First Supplement to Master Note Purchase Agreement dated as of March 15, 2017, among Spire Inc. and certain institutional purchasers party thereto.
4.4	Bond Purchase Agreement dated March 20, 2017, among Laclede Gas Company and certain institutional purchasers party thereto (including Form of Thirty-Third Supplemental Indenture).
10.1†	Precedent Agreement dated as of January 25, 2017, between Laclede Gas Company and Spire STL Pipeline LLC.
10.2	Amendment to Precedent Agreement dated as of April 17, 2017, between Laclede Gas Company and Spire STL Pipeline LLC.
31.1	CEO and CFO Certifications under Exchange Act Rule 13a-14(a) of Spire Inc.
31.2	CEO and CFO Certifications under Exchange Act Rule 13a-14(a) of Laclede Gas Company.
31.3	CEO and CFO Certifications under Exchange Act Rule 13a-14(a) of Alabama Gas Corporation.
32.1	CEO and CFO Section 1350 Certifications of Spire Inc.
32.2	CEO and CFO Section 1350 Certifications of Laclede Gas Company.
32.3	CEO and CFO Section 1350 Certifications of Alabama Gas Corporation.
101.INS	XBRL Instance Document. (1)
101.SCH	XBRL Taxonomy Extension Schema. (1)
101.CAL	XBRL Taxonomy Extension Calculation Linkbase. (1)
101.DEF	XBRL Taxonomy Extension Definition Linkbase. (1)
101.LAB	XBRL Taxonomy Extension Label Linkbase. (1)
101.PRE	XBRL Taxonomy Extension Presentation Linkbase. (1)

(1) Attached as Exhibit 101 to this Quarterly Report are the following documents for each registrant formatted in extensible business reporting language (XBRL): (i) Document and Entity Information; (ii) unaudited Condensed Consolidated Statements of Income and Condensed Statements of Income for the three and six months ended March 31, 2017 and 2016; (iii) unaudited Condensed Consolidated Statements of Comprehensive Income and Condensed Statements of Comprehensive Income for the three and six months ended March 31, 2017 and 2016; (iv) unaudited Condensed Consolidated Balance Sheets and Condensed Balance Sheets at March 31, 2017, September 30, 2016 and March 31, 2016; (v) unaudited Condensed Consolidated Statements of Common Shareholders’ Equity and Condensed Statements of Common Shareholder’s Equity for the six months ended March 31, 2017 and 2016; (vi) unaudited Condensed Consolidated Statements of Cash Flows and Condensed Statements of Cash Flows for the six months ended March 31, 2017 and 2016, and (vii) combined Notes to Financial Statements. We also make available on our website the Interactive Data Files submitted as Exhibit 101 to this Quarterly Report.

* Incorporated herein by reference and made a part hereof. Spire Inc. File No. 1-16681.

† Portions of this exhibit were omitted pursuant to a confidential treatment request submitted pursuant to Rule 24b-2 of the Exchange Act.

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EX-4.2

Exhibit 4.2

SPIRE INC.

$165,000,000

$35,000,000 Series 2016 Senior Notes, Tranche A, due 2021

$130,000,000 Series 2016 Senior Notes, Tranche B, due 2026

______________

MASTER NOTE PURCHASE AGREEMENT

______________

DATED JUNE 20, 2016

TABLE OF CONTENTS

SECTION    HEADING    PAGE

SECTION 1. AUTHORIZATION OF NOTES    1

Section 1.1. Series 2016 Notes    1

Section 1.2. Interest Rate    1

Section 1.3. Additional Series of Notes    2

SECTION 2. SALE AND PURCHASE OF NOTES    4

SECTION 3. CLOSING    4

SECTION 4. CONDITIONS TO CLOSING    5

Section 4.1. Representations and Warranties    5

Section 4.2. Performance; No Default    5

Section 4.3. Compliance Certificates    5

Section 4.4. Opinions of Counsel    6

Section 4.5. Purchase Permitted By Applicable Law, Etc    6

Section 4.6. Sale of Other Notes    6

Section 4.7. Payment of Special Counsel Fees    6

Section 4.8. Private Placement Number    6

Section 4.9. Changes in Corporate Structure    6

Section 4.10. Funding Instructions.    7

Section 4.11. Proceedings and Documents    7

SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY    7

Section 5.1. Organization; Power and Authority    7

Section 5.2. Authorization, Etc    7

Section 5.3. Disclosure    7

Section 5.4. Organization and Ownership of Shares of Subsidiaries     8

Section 5.5. Financial Statements; Material Liabilities    8

Section 5.6. Compliance with Laws, Other Instruments, Etc    9

Section 5.7. Governmental Authorizations, Etc    9

Section 5.8. Litigation; Observance of Statutes and Orders    9

Section 5.9. Taxes     10

Section 5.10. Title to Property; Leases    10

Section 5.11. Licenses, Permits, Etc    10

Section 5.12. Compliance with ERISA    10

Section 5.13. Private Offering by the Company    11

Section 5.14. Use of Proceeds; Margin Regulations    11

Section 5.15. Existing Indebtedness    12

Section 5.16. Foreign Assets Control Regulations, Etc    12

Section 5.17. Status under Certain Statutes    13

SECTION 6. REPRESENTATIONS OF THE PURCHASERS    13

Section 6.1. Purchase for Investment    13

Section 6.2. Source of Funds    13

SECTION 7. INFORMATION AS TO COMPANY    15

Section 7.1. Financial and Business Information    15

Section 7.2. Officer’s Certificate    18

Section 7.3. Visitation    18

SECTION 8. PAYMENT AND PREPAYMENT OF THE NOTES    19

Section 8.1. Maturity.    19

Section 8.2. Optional Prepayments with Make-Whole Amount    19

Section 8.3. Allocation of Partial Prepayments    20

Section 8.4. Maturity; Surrender, Etc    20

Section 8.5. Purchase of Notes    20

Section 8.6. Make-Whole Amount for the Series 2016 Notes    21

Section 8.7. Change in Control    22

Section 8.8. Special Mandatory Prepayment    23

SECTION 9. AFFIRMATIVE COVENANTS.    23

Section 9.1. Compliance with Law    23

Section 9.2. Insurance    24

Section 9.3. Maintenance of Properties    24

Section 9.4. Payment of Taxes    24

Section 9.5. Corporate Existence, Etc    24

Section 9.6. Books and Records.    25

Section 9.7. Environmental Laws    25

Section 9.8. Subsidiaries    25

SECTION 10. NEGATIVE COVENANTS    27

Section 10.1. Transactions with Affiliates    27

Section 10.2. Merger, Consolidation, Etc    27

Section 10.3. Line of Business.    28

Section 10.4. Economic Sanctions, Etc    29

Section 10.5. Maximum Consolidated Capitalization Ratio    29

Section 10.6. Limitation on Liens    29

SECTION 11. EVENTS OF DEFAULT    29

SECTION 12. REMEDIES ON DEFAULT, ETC    31

Section 12.1. Acceleration.    31

Section 12.2. Other Remedies.    32

Section 12.3. Rescission.    32

Section 12.4. No Waivers or Election of Remedies, Expenses, Etc    32

SECTION 13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES    32

Section 13.1. Registration of Notes    32

Section 13.2. Transfer and Exchange of Notes    33

Section 13.3. Replacement of Notes    33

SECTION 14. PAYMENTS ON NOTES    34

Section 14.1. Place of Payment    34

Section 14.2. Home Office Payment    34

SECTION 15. EXPENSES, ETC    34

Section 15.1. Transaction Expenses    34

Section 15.2. Survival    35

SECTION 16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE

AGREEMENT.    35

SECTION 17. AMENDMENT AND WAIVER    36

Section 17.1. Requirements    36

Section 17.2. Solicitation of Holders of Notes    36

Section 17.3. Binding Effect, Etc    37

Section 17.4. Notes Held by Company, Etc    37

SECTION 18. NOTICES    37

SECTION 19. REPRODUCTION OF DOCUMENTS    38

SECTION 20. CONFIDENTIAL INFORMATION    38

SECTION 21. SUBSTITUTION OF PURCHASER    40

SECTION 22. MISCELLANEOUS    40

Section 22.1. Successors and Assigns    40

Section 22.2. Payments Due on Non-Business Days    40

Section 22.3. Accounting Terms.    41

Section 22.4. Severability    41

Section 22.5. Construction, Etc    41

Section 22.6. Counterparts    42

Section 22.7. Governing Law    42

Section 22.8. Jurisdiction and Process; Waiver of Jury Trial.    42

SCHEDULE A    —    Information Relating to Purchasers

SCHEDULE B    —    Defined Terms

SCHEDULE C    —    Maturity Dates, Interest Payment Dates and Applicable Interest

Rates for Series 2016 Notes

SCHEDULE 5.3    —    Disclosure Materials

SCHEDULE 5.4    —    Subsidiaries of the Company and Ownership of Subsidiary Stock

SCHEDULE 5.5    —    Financial Statements

SCHEDULE 5.15    —    Existing Indebtedness

SCHEDULE 9.8    —    Subsidiary Guarantors to Principal Credit Facilities

EXHIBIT 1(a)    —    Form of Series 2016 Senior Note, Tranche A, due 2021

EXHIBIT 1(b)    —    Form of Series 2016 Senior Note, Tranche B, due 2026

EXHIBIT 4.4(a)    —    Form of Opinion of General Counsel of the Company

EXHIBIT 4.4(b)    —    Form of Opinion of Special Counsel for the Company

EXHIBIT 4.4(c)    —    Form of Opinion of Special Counsel for the Purchasers

EXHIBIT 9.8    —    Form of Subsidiary Guaranty Agreement

EXHIBIT S    —    Form of Supplement to Master Note Purchase Agreement

SPIRE INC.

700 Market Street

St. Louis, Missouri 63101

$35,000,000 Series 2016 Senior Notes, Tranche A, due 2021
$130,000,000 Series 2016 Senior Notes, Tranche B, due 2026

Dated as of June 20, 2016

TO EACH OF THE PURCHASERS LISTED IN

SCHEDULE A HERETO:

Ladies and Gentlemen:

Spire Inc., a Missouri corporation (the “Company”), agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:

SECTION 1.    AUTHORIZATION OF NOTES.

Section 1.1. Series 2016 Notes. The Company will authorize the issue and sale of (a) $35,000,000 aggregate principal amount of its Series 2016 Senior Notes, Tranche A, due September 1, 2021 (the “Tranche A Notes”) and (b) $130,000,000 aggregate principal amount of its Series 2016 Senior Notes, Tranche B, due on the first day of the month in which the tenth anniversary of the Closing falls as set forth on Schedule C hereto (the “Tranche B Notes” and together with the Tranche A Notes, the “Series 2016 Notes”). The Series 2016 Notes together with each Series of Additional Notes which may from time to time be issued pursuant to the provisions of Section 1.3 are collectively referred to as the “Notes” (such term to include any such notes issued in substitution therefor pursuant to Section 13). The Tranche A Notes and the Tranche B Notes shall be substantially in the form set out in Exhibit 1(a) and Exhibit 1(b), respectively, with such changes therefrom, if any, as may be approved by the Purchasers of such Notes and the Company in accordance with this Agreement. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Section 1.2. Interest Rate. (a) The Tranche A Notes shall bear interest (computed on the basis of a 360-day year of twelve 30-day months) on the unpaid principal balance thereof at the Applicable Interest Rate determined as set forth on Schedule C hereto from the date of issuance, payable semi-annually, on the interest payment dates determined as set forth on Schedule C hereto (each such date being referred to herein as a “Tranche A Interest Payment Date”), until such principal amount shall have become due and payable, and, to the extent permitted by applicable law, on any overdue payment of interest and, during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Make-Whole Amount, at a

rate per annum from time to time equal to the applicable Default Rate, payable semi-annually on each Tranche A Interest Payment Date as aforesaid.

(b)    The Tranche B Notes shall bear interest (computed on the basis of a 360-day year of twelve 30-day months) on the unpaid principal balance thereof at the Applicable Interest Rate determined as set forth on Schedule C hereto from the date of issuance, payable semi-annually, on the interest payment dates determined as set forth on Schedule C hereto (each such date being referred to herein as a “Tranche B Interest Payment Date”), until such principal amount shall have become due and payable, and, to the extent permitted by applicable law, on any overdue payment of interest and, during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Make-Whole Amount, at a rate per annum from time to time equal to the applicable Default Rate, payable semi-annually on each Tranche B Interest Payment Date as aforesaid.

Section 1.3. Additional Series of Notes. The Company may, from time to time, in its sole discretion but subject to the terms hereof, issue and sell one or more additional Series of its unsecured promissory notes under the provisions of this Agreement pursuant to a supplement (a “Supplement”) substantially in the form of Exhibit S. Each additional Series of Notes (the “Additional Notes”) issued pursuant to a Supplement shall be subject to the following terms and conditions:

(i)each Series of Additional Notes, when so issued, shall be differentiated from all previous Series by year and sequential alphabetical designation inscribed thereon;

(ii)Additional Notes of the same Series may consist of more than one different and separate tranches and may differ with respect to outstanding principal amounts, maturity dates, interest rates and premiums, if any, and price and terms of redemption or payment prior to maturity, but all such different and separate tranches of the same Series shall vote as a single class and constitute one Series;

(iii)each Series of Additional Notes shall be dated the date of issue, bear interest at such rate or rates, mature on such date or dates, be subject to such mandatory and optional prepayment on the dates and at the premiums, if any, have such additional or different conditions precedent to closing, such representations and warranties and such additional covenants and additional events of default as shall be specified in the Supplement under which such Additional Notes are issued and upon execution of any such Supplement, this Agreement shall automatically be deemed amended (a) to reflect such additional covenants and such additional events of default without further action on the part of the holders of the Notes outstanding under this Agreement, provided, that any such additional covenants and additional events of default shall not reduce or diminish any existing covenants or events of default, but shall inure to the benefit of all holders of Additional Notes of that Series so long as any Additional Notes of that Series issued pursuant to such Supplement remain outstanding, except as expressly provided otherwise in this Agreement, and (b) to reflect such representations and warranties as are contained

in such Supplement for the benefit of the holders of such Additional Notes in accordance with the provisions of Section 16;

(iv)each Series of Additional Notes issued under this Agreement shall be in substantially the form of Exhibit 1 to Exhibit S hereto with such variations, omissions and insertions as are necessary or permitted hereunder or as may be approved by the Additional Purchasers of such Series of Additional Notes and the Company in accordance with this Agreement;

(v)the minimum principal amount of any Note issued under a Supplement shall be $250,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $250,000 or more;

(vi)all Additional Notes shall constitute Senior Debt of the Company and shall rank pari passu with all other outstanding Notes; and

(vii)no Additional Notes shall be issued hereunder if at the time of issuance thereof and after giving effect to the application of the proceeds thereof, any Default or Event of Default shall have occurred and be continuing.

It is specifically acknowledged and agreed that the Purchasers of the Series 2016 Notes, or any other holder of Notes, shall not have any obligation to purchase any Additional Notes.

The obligations of the Company to issue, and the obligations of the Additional Purchasers to purchase, any Additional Notes shall be subject to the following conditions precedent, in addition to the conditions specified in the Supplement pursuant to which such Additional Notes may be issued:

(a)Compliance Certificate. A duly authorized Senior Financial Officer shall execute and deliver to each Additional Purchaser an Officer’s Certificate dated the date of issue of such Series of Additional Notes stating that such officer has reviewed the provisions of this Agreement (including any Supplements hereto) and setting forth the information and computations (in reasonable detail) required in order to establish whether after giving effect to the issuance of the Additional Notes and after giving effect to the application of the proceeds thereof, the Company is in compliance with the requirements of Section 10.5 (and any other financial covenants included in any Supplement with respect to any Series of Notes then outstanding) on such date (based upon the financial statements for the most recent fiscal quarter ended prior to the date of such certificate).

(b)Execution and Delivery of Supplement. The Company and each such Additional Purchaser shall execute and deliver a Supplement substantially in the form of Exhibit S hereto.

(c)Representations of Additional Purchasers. Each Additional Purchaser shall have confirmed in the Supplement that the representations set forth in Section 6 are

true with respect to such Additional Purchaser on and as of the date of issue of the Additional Notes.

(d)Execution and Delivery of Guaranty Ratification. To the extent that a Subsidiary Guaranty Agreement is in effect, each Subsidiary Guarantor shall execute and deliver a guaranty ratification.

(e)Closing Conditions. The closing conditions set forth in Section 4 shall have been updated and performed as of the date of issuance of each series of Additional Notes (irrespective of whether such closing conditions initially apply only to the Series 2016 Notes).

SECTION 2.    SALE AND PURCHASE OF NOTES.

Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Series 2016 Notes in the principal amount and of the tranche specified opposite such Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.

SECTION 3.    CLOSING.

The execution and delivery of this Agreement will be made at the offices of Chapman and Cutler LLP, 111 West Monroe, Chicago, Illinois 60603 on June 20, 2016 (the “Execution Date”).

The sale and purchase of the Tranche A Notes and the Tranche B Notes to be purchased by each Purchaser shall occur at the offices of Chapman and Cutler LLP, 111 West Monroe Street, Chicago, Illinois 60603, at 11:00 a.m., Chicago time, at the closing (the “Closing”) on or prior to December 31, 2016, on a date (which shall be a Business Day) as the Company may select with at least three Business Days prior written notice to the Purchasers. Such notice of the date of Closing shall be accompanied by copies of all Applicable Regulatory Approvals with respect to the EnergySouth Acquisition. The maturity dates, interest payment dates and Applicable Interest Rates for the Tranche A Notes and the Tranche B Notes shall be determined in relation to the date of the Closing in accordance with Schedule C hereof.

At the Closing the Company will deliver to each Purchaser the Series 2016 Notes of the tranche to be purchased by such Purchaser in the form of a single Series 2016 Note (or such greater number of Series 2016 Notes of such tranche in denominations of at least $250,000, as such Purchaser may request) dated the date of the Closing and registered in such Purchaser’s name (or in the name of its nominee), against delivery by such Purchaser to the Company, for the account of the Company, of immediately available funds in the amount of the purchase price therefor by wire transfer, with wire instructions to be provided by the Company to the Purchasers at least three Business Days prior to the Closing date in accordance with Section 4.10 detailing

the bank information of the Company. For the avoidance of doubt, interest shall accrue on each Note from the date that the Company receives immediately available funds by wire transfer as provided above in the full amount of the purchase price of such Note; provided that no interest shall accrue on any Note prior to the date of the Closing. If at the Closing the Company shall fail to tender such Notes to any Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4.2 shall not have been fulfilled to such Purchaser’s reasonable satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such Purchaser may have by reason of such failure or such nonfulfillment.

Notwithstanding anything to the contrary in this Agreement, if that certain Stock Purchase Agreement, dated as of April 24, 2016, among the Company, EnergySouth, Inc. and Sempra Global (the “EnergySouth Acquisition Agreement”) is terminated for any reason prior to the date of Closing, this Agreement shall terminate and shall be void and be of no force and effect, without any obligation or liability on the part of any party (including, without limitation, with respect to the representations and warranties of the Company contained in this Agreement and any and all information contained in the Memorandum or any other Disclosure Documents or otherwise), except for the obligations of the Company under Section 15.

SECTION 4.    CONDITIONS TO CLOSING.

Each Purchaser’s obligation to purchase and pay for the Series 2016 Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at the Closing, of the following conditions:

Section 4.1. Representations and Warranties. The representations and warranties of the Company in this Agreement shall be correct when made and at the time of the Closing.

Section 4.2. Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing. Before and after giving effect to the issue and sale of the Series 2016 Notes (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing.

Section 4.3. Compliance Certificates.

(a)Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.

(b)Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Series 2016 Notes and this Agreement.

Section 4.4. Opinions of Counsel. Such Purchaser shall have received opinions in form and substance reasonably satisfactory to such Purchaser, dated the date of the Closing (a) from Mark C. Darrell, General Counsel of the Company, covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request, (b) from Akin Gump Strauss Hauer & Feld LLP, counsel for the Company, covering the matters set forth in Exhibit 4.4(b) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers), and (c) from Chapman and Cutler LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Section 4.5. Purchase Permitted By Applicable Law, Etc. On the date of the Closing such Purchaser’s purchase of the Series 2016 Notes shall (a) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) (assuming the preparation, execution, delivery and filing of the applicable Federal Reserve Board forms, if required) and (c) not subject such Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by such Purchaser, such Purchaser shall have received an Officer’s Certificate certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.

Section 4.6. Sale of Other Notes. Contemporaneously with the Closing, the Company shall sell to each other Purchaser and each other Purchaser shall purchase the Series 2016 Notes to be purchased by it at the Closing as specified in Schedule A.

Section 4.7. Payment of Special Counsel Fees. Without limiting the provisions of Section 15.1, the Company shall have paid on or before the Execution Date and the Closing the reasonable accrued but unpaid fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a detailed statement of such counsel rendered to the Company at least one Business Day prior to, as applicable, the Execution Date and the Closing.

Section 4.8. Private Placement Number. A Private Placement Number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the SVO) shall have been obtained for the applicable tranche of the Series 2016 Notes.

Section 4.9. Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the

most recent financial statements referred to in Schedule 5.5, except as permitted under Section 10.2.

Section 4.10. Funding Instructions. At least three Business Days prior to the date of the Closing, each Purchaser shall have received written instructions signed by a Responsible Officer on letterhead of the Company confirming the bank and account information specified in Section 3, including (i) the name and address of the transferee bank, (ii) such bank’s ABA number and (iii) the account name and number into which the purchase price for the Series 2016 Notes is to be deposited.

Section 4.11. Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by the Financing Agreements shall be reasonably satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents and documents relative to the consummation of the EnergySouth Acquisition, in each case, as such Purchaser or such special counsel may reasonably request.

SECTION 5.    REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents and warrants to each Purchaser that:

Section 5.1. Organization; Power and Authority. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to execute and deliver the Financing Agreements and to perform the provisions hereof and thereof.

Section 5.2. Authorization, Etc. Each Financing Agreement has been duly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon execution and delivery thereof each Series 2016 Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 5.3. Disclosure. The Company, through its agent, Morgan Stanley & Co. LLC, has delivered to each Purchaser a copy of a Confidential Private Placement Memorandum, dated May 2016, (the “Memorandum”), relating to the transactions contemplated hereby. This Agreement, the Memorandum and the documents, certificates or other writings delivered to the

Purchasers by or on behalf of the Company in connection with the transactions contemplated hereby and identified in Schedule 5.3, and the financial statements listed in Schedule 5.5 (this Agreement, the Memorandum and such documents, certificates or other writings and such financial statements delivered to each Purchaser prior to June 3, 2016, being referred to, collectively, as the “Disclosure Documents”), taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made; provided that, with respect to projections, budgets and other estimates, the Company represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. Except as disclosed in the Disclosure Documents, since September 30, 2015, there has been no change in the financial condition, operations, business or properties of the Company or any of its Subsidiaries except changes that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.

Section 5.4. Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 is (except as noted therein) a complete and correct list of the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock outstanding owned by the Company and each other Subsidiary.

(b)All of the outstanding Capital Stock of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable (except as limited to the extent set forth in each Subsidiary’s organizational documents) and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4).

(c)Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly incorporated or organized, as the case may be, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 5.5. Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments and the absence of footnote disclosures). As of the date of the execution

and delivery of this Agreement, the Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents. As of the date of Closing, the Company and its Subsidiaries will not have any Material liabilities that are not disclosed on the financial statements included, or are not otherwise disclosed in, the Company’s then most recent Form 10-Q or, as applicable, the Form 10-K filed with the SEC or as otherwise disclosed in any other report filed with the SEC.

Section 5.6. Compliance with Laws, Other Instruments, Etc. The execution and delivery of the Financing Agreements and the performance by the Company of the requirements of the Financing Agreements will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company or any Subsidiary under, any Material indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, or any other Material agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any Material order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary or (iii) violate, in any Material respect, any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary.

Section 5.7. Governmental Authorizations, Etc. No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Company of the Financing Agreements that has not already been obtained.

Section 5.8. Litigation; Observance of Statutes and Orders. (a) Except as disclosed under “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part I of the Company’s most recent Form 10-Q included as part of the Disclosure Documents, there are no actions, suits or other legal proceedings pending or, to the actual knowledge of the Company, threatened against or affecting the Company or any Subsidiary or any property of the Company or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, and (ii) to the actual knowledge of the Company, there are no audits or investigations by any Governmental Authority pending or threatened against or affecting the Company or any Subsidiary or any property of the Company or any Subsidiary that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

(b)    Neither the Company nor any Subsidiary is (i) in default under any term of any

agreement or instrument to which it is a party or by which it is bound, (ii) in violation of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or (iii) in violation of any applicable law, ordinance, rule or regulation of any Governmental Authority (including, without limitation, Environmental Laws, the USA PATRIOT Act or any of the other laws and regulations that are referred to in Section 5.16), which default or violation, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

Section 5.9. Taxes. The Company and its Subsidiaries have filed all Material income tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments payable by them, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments (i) the amount of which is not individually or in the aggregate Material or (ii) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the Company or a Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP. The Federal income tax liabilities of the Company and its Subsidiaries have been finally determined (whether by reason of completed audits or the statute of limitations having run) for all fiscal years up to and including the fiscal year ended September 30, 2011.

Section 5.10. Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective owned Material properties, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement, except for those defects in title and Liens that, individually or in the aggregate, would not have a Material Adverse Effect. All Material leases are valid and subsisting and are in full force and effect in all material respects.

Section 5.11. Licenses, Permits, Etc. The Company and its Subsidiaries own or possess all licenses, permits, franchises, authorizations, patents, copyrights, proprietary software, service marks, trademarks and trade names, or rights thereto, that are Material, without known conflict with the rights of others, except for those conflicts that, individually or in the aggregate, would not have a Material Adverse Effect.

Section 5.12. Compliance with ERISA. (a) The Company and each ERISA Affiliate have operated and administered each Plan (other than Multiemployer Plans) in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in section 3 of ERISA), except for such instances of liability as have not resulted in and would not reasonably be expected to result in a Material Adverse Effect and no event, transaction or condition has occurred or exists that would reasonably be expected to result in the incurrence of any such liability by the Company or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to section 401(a)(29) or 412 of the Code or section 4068 of ERISA, other than such liabilities or Liens as would not be, individually or in the aggregate, reasonably expected to result in a Material Adverse Effect.

(b)    The present value of the aggregate benefit liabilities under each of the Plans (other

than Multiemployer Plans), determined as of the end of such Plan’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan’s most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such

Plan allocable to such benefit liabilities by more than an amount that would be reasonably expected to result in a Material Adverse Effect. The term “benefit liabilities” has the meaning specified in section 4001 of ERISA and the terms “current value” and “present value” have the meaning specified in section 3 of ERISA.

(c)The Company and its ERISA Affiliates have not incurred withdrawal liabilities (and are not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate would be reasonably expected to result in a Material Adverse Effect.

(d)The expected postretirement benefit obligation (determined as of the last day of the Company’s most recently ended fiscal year in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 715-60, without regard to liabilities attributable to continuation coverage mandated by section 4980B of the Code) of the Company and its Subsidiaries is not expected to have a Material Adverse Effect.

(e)The execution and delivery of this Agreement and the issuance and sale of the Series 2016 Notes hereunder will not involve any transaction that is subject to the prohibitions of section 406 of ERISA (for which an exemption under section 408 of ERISA does not apply) or in connection with which a tax would be imposed pursuant to section 4975(c)(1)(A)-(D) of the Code. The representation by the Company to each Purchaser in the first sentence of this Section 5.12(e) is made in reliance upon and subject to the accuracy of such Purchaser’s representation in Section 6.2 as to the sources of the funds used to pay the purchase price of the Series 2016 Notes to be purchased by such Purchaser.

Section 5.13. Private Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the Series 2016 Notes or any similar Securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the Purchasers and not more than 50 other Institutional Investors of the type described in clause (c) of the definition thereof, each of which has been offered the Series 2016 Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Series 2016 Notes to the registration requirements of Section 5 of the Securities Act or to the registration requirements of any Securities or blue sky laws of any applicable jurisdiction.

Section 5.14. Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Series 2016 Notes as set forth in Section 1.2 of the Memorandum. No part of the proceeds from the sale of the Series 2016 Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 15% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 15% of the value of such assets. As used in this Section, the terms “margin

stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Section 5.15. Existing Indebtedness. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of March 31, 2016 (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries (other than as permitted hereunder). Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $25,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

(b)    Neither the Company nor any Subsidiary is a party to, or otherwise subject to any

provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated in Schedule 5.15.

Section 5.16. Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity (i) is a Blocked Person, (ii) has been notified that its name appears or may in the future appear on a State Sanctions List or (iii) is a target of sanctions that have been imposed by the United Nations or the European Union.

(b)Neither the Company nor any Controlled Entity (i) has violated, been found in violation of, or been charged or convicted under, any applicable U.S. Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws or (ii) to the Company’s knowledge, is under investigation by any Governmental Authority for possible violation of any U.S. Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws.

(c) No part of the proceeds from the sale of the Notes hereunder:

(i)constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used by the Company or any Controlled Entity, directly or indirectly, (A) in connection with any investment in, or any transactions or dealings with, any Blocked Person, (B) for any purpose that would cause any Purchaser to be in violation of any U.S. Economic Sanctions Laws or (C) otherwise in violation of any U.S. Economic Sanctions Laws;

(ii)will be used, directly or indirectly, in violation of, or cause any Purchaser to be in violation of, any applicable Anti-Money Laundering Laws; or

(iii)    will be used, directly or indirectly, for the purpose of making any improper payments, including bribes, to any Governmental Official or commercial counterparty in order to obtain, retain or direct business or obtain any improper advantage, in each case which would be in violation of, or cause any Purchaser to be in violation of, any applicable Anti-Corruption Laws.

(d)    The Company has established procedures and controls which it reasonably believes are adequate (and otherwise comply with applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable U.S. Economic Sanctions Laws, Anti-Money Laundering Laws and Anti-Corruption Laws.

Section 5.17. Status under Certain Statutes. Neither the Company nor any Subsidiary is subject to regulation under the Investment Company Act of 1940, as amended, the Public Utility Holding Company Act of 2005, as amended, the ICC Termination Act of 1995, as amended, or the Federal Power Act, as amended.

SECTION 6.    REPRESENTATIONS OF THE PURCHASERS.

Section 6.1. Purchase for Investment. Each Purchaser severally represents that (i) it is an “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and (ii) it is purchasing the Series 2016 Notes for its own account or for one or more separate accounts maintained by such Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of such Purchaser’s or their property shall at all times be within such Purchaser’s or their control. Each Purchaser understands that the Series 2016 Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Series 2016 Notes.

Each Purchaser severally represents that it (or its investment manager) has received and reviewed the Disclosure Documents and has been furnished an opportunity to obtain any additional information or documents concerning the Company and its Subsidiaries, and their financial condition, operations, business or properties, necessary or desirable to make an informed decision as to an investment in the Notes. Each Purchaser further represents that such Purchaser (or its investment manager) has had the opportunity to ask questions of the Company and received answers concerning the terms and conditions of the sale of the Notes.

Section 6.2. Source of Funds. Each Purchaser severally represents that at least one of the following statements is an accurate representation as to each source of funds (a “Source”) to be used by such Purchaser to pay the purchase price of the Series 2016 Notes to be purchased by such Purchaser hereunder:

(a)    the Source is an “insurance company general account” (as the term is defined in the United States Department of Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual

statement for life insurance companies approved by the NAIC (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account do not exceed 10% of the total reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile; or

(b)the Source is a separate account that is maintained solely in connection with such Purchaser’s fixed contractual obligations under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by the investment performance of the separate account; or

(c)the Source is either (i) an “insurance company pooled separate account”, within the meaning of PTE 90-1 or (ii) a “bank collective investment fund”, within the meaning of the PTE 91-38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this clause (c), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or

(d)the Source constitutes assets of an “investment fund” (within the meaning of Part VI of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM Exemption), no employee benefit plan’s assets that are managed by the QPAM in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person controlling or controlled by the QPAM maintains an ownership interest in the Company that would cause the QPAM and the Company to be related within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any employee benefit plans whose assets in the investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, have been disclosed to the Company in writing pursuant to this clause (d); or

(e)the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the

INHAM nor a Person controlling or controlled by the INHAM (applying the definition of “control” in Part IV(d)(3) of the INHAM Exemption) owns a 10% or more interest in the Company and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been disclosed to the Company in writing pursuant to this clause (e); or

(f)the Source is a governmental plan; or

(g)the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this clause (g); or

(h)the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.

As used in this Section 6.2, the terms “employee benefit plan,” “governmental plan,” and “separate account” shall have the respective meanings assigned to such terms in section 3 of ERISA.

SECTION 7.    INFORMATION AS TO COMPANY.

Section 7.1. Financial and Business Information. The Company shall deliver to each Purchaser, each Additional Purchaser and each holder of Notes that is an Institutional Investor:

(a)    Quarterly Statements — within 60 days (or such shorter period as is15 days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,

(i)an unaudited consolidated balance sheet of the Company and its Subsidiaries as of the end of such fiscal quarter, and

(ii)    the related unaudited consolidated statements of income and cash flows of the Company and its Subsidiaries for such fiscal quarter and for the portion of the Company’s fiscal year ended at the end of such fiscal quarter,

setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments and the absence of footnote disclosures, provided that delivery within the time period specified above of copies of the Company’s Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC

shall be deemed to satisfy the requirements of this Section 7.1(a), and provided, further, that the Company shall be deemed to have made such delivery of such Form 10-Q if it shall have timely made such Form 10-Q available on “EDGAR” and on its home page on the worldwide web (at the Execution Date located at:http://www.spireenergy.com) and shall have given such holder prior notice of such availability on EDGAR and on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”);

(b)    Annual Statements — within 105 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,

(i)an audited consolidated balance sheet of the Company and its Subsidiaries as of the end of such fiscal year, and

(ii)the related audited consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries for such fiscal year, including notes thereto,

setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Annual Report on Form 10-K for such fiscal year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company shall be deemed to have made such delivery of such Form 10-K if it shall have timely made Electronic Delivery thereof;

(c)    SEC and Other Reports — promptly upon their becoming available, one copy of (i) each financial statement, report, notice or proxy statement sent by the Company or any Subsidiary to its principal lending banks as a whole (excluding information sent to such banks in the ordinary course of administration of a bank facility, such as information relating to pricing and borrowing availability) or to its public Securities holders generally, and (ii) each regular or periodic report, each registration statement that shall have become effective (without exhibits except as expressly requested by such Purchaser, Additional Purchaser or holder of Notes), and each final

prospectus and all amendments thereto filed by the Company or any Subsidiary with the SEC; provided that the Company or such Subsidiary shall be deemed to have made such delivery of such reports if it shall have timely made Electronic Delivery thereof;

(d)    Notice of Default or Event of Default — promptly, and in any event within ten days after a Responsible Officer becoming aware of the existence of any Default or Event of Default, a written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto;

(e)    ERISA Matters — promptly, and in any event within ten days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto:

(i)with respect to any Plan, any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the Execution Date that would be reasonably expected, individually or in the aggregate, to result in liability that would have a Material Adverse Effect; or

(ii)the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or

(iii)any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, would reasonably be expected to have a Material Adverse Effect;

(f)    Supplements — promptly and in any event within 10 Business Days after the execution and delivery of any Supplement, a copy thereof, provided, that the Company shall be deemed to have made such delivery of such Supplement if it shall have timely made Electronic Delivery thereof; and

(g)    Requested Information — with reasonable promptness, such other data and information (i) relating to the business, operations, affairs, financial condition, assets or properties of the Company or any of its Subsidiaries (including, but without limitation, actual copies of the Company’s Form 10-Q and Form 10-K), (ii) relating to the ability of the Company to perform its obligations under this Agreement (including any

Supplement) and under the Notes or (iii) relating to the status of the EnergySouth Acquisition, in each case as from time to time may be reasonably requested by such Purchaser, Additional Purchaser or holder of Notes.

Section 7.2. Officer’s Certificate. Each set of financial statements delivered to a Purchaser, an Additional Purchaser or a holder of Notes that is an Institutional Investor pursuant to Section 7.1(a) or Section 7.1(b) shall be accompanied by a certificate of a Senior Financial Officer setting forth (which, in the case of Electronic Delivery of any such financial statements, shall be by separate concurrent delivery of such certificate to each such Purchaser, Additional Purchaser or holder of Notes):

(a)Covenant Compliance — the information (including detailed calculations) required in order to establish whether the Company was in compliance with the requirements of Section 10.5 and Section 10.6, during the quarterly or annual period covered by the statements then being furnished (including with respect to each such Section, where applicable, the calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Sections, and the calculation of the amount, ratio or percentage then in existence); and

(b)Event of Default — a statement that such Senior Financial Officer has reviewed the relevant terms hereof and has made, or caused to be made, under his or her supervision, a review of the transactions and conditions of the Company and its Subsidiaries from the beginning of the quarterly or annual period covered by the statements then being furnished to the date of the certificate and that such review shall not have disclosed the existence during such period of any condition or event that constitutes a Default or an Event of Default or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company shall have taken or proposes to take with respect thereto.

Section 7.3. Visitation. The Company shall permit the representatives of each Purchaser, each Additional Purchaser and each holder of Notes that is an Institutional Investor:

(a)No Default — if no Default or Event of Default then exists, at the expense of such Purchaser, Additional Purchaser or such holder of Notes and upon reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and its Subsidiaries with the Company’s officers, and, with the consent of the Company (which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each Subsidiary, all during the Company’s normal business hours; provided, however, that so long as no Default or Event of Default then exists, the Purchasers, Additional Purchasers and holders of Notes, collectively, shall be permitted to make no more than two such visits during any fiscal year;

(b)Default — if a Default or Event of Default then exists, at the reasonable expense of the Company to visit and inspect any of the offices or properties of the Company or any Subsidiary, to examine all their respective books of account, records,

reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and its Subsidiaries), as often as may be reasonably requested during the Company’s normal business hours and upon reasonable prior notice to the Company; provided that in the case of any discussion or meeting with the independent public accountants, only if the Company has been given the opportunity to participate in such discussion; and

(c)    Restrictions Related to Safety and Confidentiality — notwithstanding the foregoing, the Company reserves the right to restrict access to any of its or its Subsidiaries’ facilities in accordance with reasonably adopted procedures relating to safety and security, and neither the Company nor any of its Subsidiaries shall be required to disclose to any Purchaser, Additional Purchaser or holder of the Notes or any agents or representatives thereof any information that is the subject of attorney-client privilege or attorney work-product privilege properly asserted by the Company or any of its Subsidiaries to prevent the loss of such privilege in connection with such information or that is prevented from disclosure pursuant to a confidentiality agreement with any non-Affiliate (provided that the Company agrees to use commercially reasonable efforts to obtain consent from the party in whose favor the obligation of confidentiality was made to permit disclosure of the relevant information, subject to customary nondisclosure restrictions applicable to the Purchasers, Additional Purchasers and holders of the Notes, as applicable, and that the Company has received a written opinion of counsel confirming that disclosure of such information without consent from such other contractual party would constitute a breach of such agreement).

SECTION 8.    PAYMENT AND PREPAYMENT OF THE NOTES.

Section 8.1. Maturity. As provided therein, the entire unpaid principal balance of the Tranche A Notes and the Tranche B Notes shall be due and payable on the stated maturity date thereof.

Section 8.2. Optional Prepayments with Make-Whole Amount. The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, any Series of Notes (or tranche of Notes), in an amount not less than 5% of the original aggregate principal amount of such Series of Notes (or tranche of Notes) to be prepaid in the case of a partial prepayment, at 100% of the principal amount so prepaid, plus the applicable Make-Whole Amount determined for the prepayment date with respect to such principal amount. Notwithstanding the foregoing, the Company may not prepay any Series of Notes (or tranche of Notes) pursuant to this Section 8.2 if a Default or Event of Default shall exist or would result from such optional prepayment unless all Notes at the time outstanding are prepaid on a pro rata basis. The Company will give each holder of Notes of the Series (or tranche) to be prepaid (with a copy to each other holder of Notes) written notice of each optional prepayment under this Section 8.2 not less than 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes of each Series (or tranche of Notes) to be prepaid on

such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated applicable Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes being prepaid a certificate of a Senior Financial Officer specifying the calculation of such applicable Make-Whole Amount as of the specified prepayment date.

Section 8.3. Allocation of Partial Prepayments. In the case of each partial prepayment of the Notes pursuant to Section 8.2, the principal amount of the Notes of each Series (or tranche of Notes) to be prepaid shall be allocated among all of the Notes of such Series (or tranche) at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment.

Section 8.4. Maturity; Surrender, Etc. In the case of each prepayment of Notes pursuant to this Section 8, the principal amount of each Note to be prepaid shall mature and become due and payable on the date fixed for such prepayment (which shall be a Business Day), together with interest on such principal amount accrued to such date and the applicable Make-Whole Amount, if any. From and after such date, unless the Company shall fail to pay such principal amount when so due and payable, together with the interest and applicable Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall cease to accrue. Any Note paid or prepaid in full shall be surrendered to the Company and cancelled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note.

Section 8.5. Purchase of Notes. The Company will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any Series (or tranche) except (a) upon the payment or prepayment of the Notes of such Series (or tranche) in accordance with the terms of this Agreement (including any Supplement hereto) and the Notes of such Series (or tranche) or (b) pursuant to an offer to purchase any outstanding Notes of any Series (or tranche) made by the Company or an Affiliate pro rata to the holders of the Notes of such Series (or tranche) at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder of the Notes of the Series (or tranche) being offered for purchase with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least 10 Business Days. If the holders of more than 25% of the outstanding principal amount of the Notes of the Series (or tranche) offered for purchase accept such offer, the Company shall promptly notify the remaining holders of such Series (or tranche) of such fact and the expiration date for the acceptance by such holders of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes. Notwithstanding the foregoing, neither the Company nor any Affiliate may offer to purchase or purchase any Series (or tranche) of Notes if a Default or Event of Default shall exist or would result therefrom unless such Person

shall offer to purchase all outstanding Notes on a pro rata basis upon the same terms and conditions.

Section 8.6. Make-Whole Amount for the Series 2016 Notes.

“Make-Whole Amount” means, with respect to any Series 2016 Note, 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 Series 2016 Note 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:

“Called Principal” means, with respect to any Series 2016 Note, the principal of such Series 2016 Note that is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.

“Discounted Value” means, with respect to the Called Principal of any Series 2016 Note, 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 Series 2016 Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal.

“Reinvestment Yield” means, with respect to the Called Principal of any Series 2016 Note, 0.5% over the yield to maturity implied by the yield(s) 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 (“Reported”) having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. If there are no such U.S. Treasury securities Reported having a maturity equal to such Remaining Average Life, then such implied yield to maturity will be determined by (a) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between the yields Reported for the applicable most recently issued actively traded on-the-run U.S. Treasury securities with the maturities (1) closest to and greater than such Remaining Average Life and (2) 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 Note.

If such yields are not Reported or the yields Reported as of such time are not ascertainable (including by way of interpolation), then “Reinvestment Yield” means, with respect to the Called Principal of any Series 2016 Note, 0.50% over the yield to maturity implied by the U.S. Treasury constant maturity 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 the U.S. Treasury constant maturity having a term equal to the Remaining Average Life of such Called Principal as of such Settlement Date. If there is no such U.S.

Treasury constant maturity having a term equal to such Remaining Average Life, such implied yield to maturity will be determined by interpolating linearly between (1) the U.S. Treasury constant maturity so reported with the term closest to and greater than such Remaining Average Life and (2) the U.S. Treasury constant maturity so reported with the term 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 Series 2016 Note.

“Remaining Average Life” means, with respect to any Called Principal, the number of years 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, computed on the basis of a 360-day year composed of twelve 30-day months and calculated to two decimal places, 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 Series 2016 Note, 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 Series 2016 Notes, 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 Section 8.4 or Section 12.1.

“Settlement Date” means, with respect to the Called Principal of any Series 2016 Note, the date on which such Called Principal is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.

Section 8.7. Change in Control. (a) Notice of Change in Control. The Company will, within 5 Business Days after any Responsible Officer has knowledge of the occurrence of any Change in Control, give written notice of such Change in Control to each holder of Notes. If a Change in Control has occurred, such notice shall contain and constitute an offer by the Company to prepay the Notes as described in subparagraph (c) of this Section 8.7 and shall be accompanied by the certificate described in subparagraph (e) of this Section 8.7.

(b)    Offer to Prepay Notes. The offer to prepay Notes contemplated by the foregoing paragraph (a) of this Section 8.7 shall be an offer to prepay, in accordance with and subject to this Section 8.7, all, but not less than all, of the Notes held by each holder (in this case only, “holder” in respect of any Note registered in the name of a nominee for a disclosed beneficial owner shall mean such beneficial owner) on a date specified in such offer (the “Proposed Prepayment Date”). Such Proposed Prepayment Date shall be not less than 10 days and not more than 30 days after the date of such offer (or, if the Proposed Prepayment Date shall not be specified in such offer, the Proposed Prepayment Date shall be the 20th day after the date of such offer).

(c)Acceptance; Rejection. A holder of Notes may accept or reject the offer to prepay made pursuant to this Section 8.7 by causing a notice of such acceptance or rejection to be delivered to the Company at least 5 Business Days prior to the Proposed Prepayment Date. A failure by a holder of Notes to so respond to an offer to prepay made pursuant to this Section 8.7 shall be deemed to constitute a rejection of such offer by such holder.

(d)Prepayment. Prepayment of the Notes to be prepaid pursuant to this Section 8.7 shall be at 100% of the principal amount of such Notes, together with interest on such Notes accrued to the date of prepayment. The prepayment shall be made on the Proposed Prepayment Date.

(e)Officer’s Certificate. Each offer to prepay the Notes pursuant to this Section 8.7 shall be accompanied by a certificate, executed by a Senior Financial Officer of the Company and dated the date of such offer, specifying: (i) the Proposed Prepayment Date; (ii) that such offer is made pursuant and subject to this Section 8.7; (iii) the principal amount of each Note offered to be prepaid; (iv) the interest that would be due on each Note offered to be prepaid, accrued to the Proposed Prepayment Date; (v) that the conditions of this Section 8.7 have been fulfilled or, as applicable, will be fulfilled on or prior to the date prepayment becomes due under this Section 8.7; and (vi) in reasonable detail, the nature and date or proposed date of the Change in Control.

Section 8.8. Special Mandatory Prepayment. The Company agrees to prepay 100% of the Series 2016 Notes on the fourth (4th) Business Day following the Closing hereunder (the “Special Prepayment Date”), at par and without Make‑Whole Amount or other premium, but with accrued interest, if any, from the date of Closing to the date of such prepayment unless (i) the EnergySouth Acquisition has been consummated prior to the Special Prepayment Date and (ii) the holders of the Series 2016 Notes have received written confirmation that the EnergySouth Acquisition has been consummated substantially as contemplated by the EnergySouth Acquisition Agreement.

Upon such prepayment of the Series 2016 Notes pursuant to this Section 8.8, (a) this Agreement shall terminate and shall be void and be of no force and effect without any obligation of liability on the part of any party except for the obligations of the Company under Section 15 and (b) interest on the Series 2016 Notes shall cease to accrue from and after such date of repayment. All of the Series 2016 Notes so repaid in full shall be promptly surrendered to the Company and cancelled and shall not be reissued, and no Series 2016 Note shall be issued in lieu of any repaid principal amount of any Series 2016 Notes.

SECTION 9.    AFFIRMATIVE COVENANTS.

The Company covenants that from and after the Execution Date and so long as any of the Notes are outstanding:

Section 9.1. Compliance with Law. Without limiting Section 10.4, and except as provided in Section 9.7 (which is the only covenant pertaining to compliance with Environmental Laws), the Company will, and will cause each of its Subsidiaries to, comply with

all laws, ordinances or governmental rules or regulations to which each of them is subject, including, without limitation, ERISA, the USA PATRIOT Act and the other laws and regulations that are referred to in Section 5.16, and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of their respective properties or to the conduct of their respective businesses, in each case to the extent necessary to ensure that non-compliance with such laws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 9.2. Insurance. The Company will and will cause each of its Subsidiaries to maintain, with financially sound and reputable insurers, insurance with respect to their respective properties and businesses against such casualties and contingencies, of such types, on such terms and in such amounts (including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with respect thereto) as is customary in the case of entities of established reputations engaged in the same or a similar business and similarly situated.

Section 9.3. Maintenance of Properties. The Company will and will cause each of its Subsidiaries to maintain and keep, or cause to be maintained and kept, their respective properties in good repair, working order and condition (other than ordinary wear and tear and damage by casualty) consistent with good utility practices, so that the business carried on in connection therewith may be properly conducted at all times, provided that this Section shall not prevent the Company or any Subsidiary from discontinuing the operation and the maintenance of any of its properties if such discontinuance is desirable in the conduct of its business and the Company has concluded that such discontinuance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 9.4. Payment of Taxes. The Company will and will cause each of its Subsidiaries to file all income tax or similar tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies payable by any of them, to the extent the same have become due and payable and before they have become delinquent, provided that neither the Company nor any Subsidiary need to pay any such tax, assessment, charge or levy if (i) the amount, applicability or validity thereof is contested by the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Subsidiary or (ii) the nonpayment of all such taxes, assessments, charges and levies in the aggregate would not reasonably be expected to have a Material Adverse Effect.

Section 9.5. Corporate Existence, Etc. Subject to Section 10.2, the Company will at all times preserve and keep in full force and effect its corporate existence. Subject to Sections 10.2 and 10.6, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force

and effect such corporate existence, right or franchise would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 9.6. Books and Records. The Company will, and will cause each of its Subsidiaries to, maintain proper books of record and account in conformity with GAAP and all applicable Material requirements of any Governmental Authority having legal or regulatory jurisdiction over the Company or such Subsidiary, as the case may be.

Section 9.7. Environmental Laws. The Company will, and will cause each of its Subsidiaries to, (i) comply in all Material respects with all applicable Environmental Laws and obtain and comply in all Material respects with and maintain any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws, except to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect, and (ii) comply in all Material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws, except to the extent that the same are being contested in good faith by appropriate proceedings or to the extent the failure to conduct or complete any of the foregoing would not reasonably be expected to have a Material Adverse Effect.

Section 9.8. Subsidiaries. (a) The Company will ensure that at all times each Subsidiary that has outstanding a Guaranty with respect to any Indebtedness of the Company outstanding under any Principal Credit Facility (or is otherwise a borrower under, co-obligor on, or jointly liable with respect to, any such Indebtedness outstanding under a Principal Credit Facility) is a Subsidiary Guarantor. As of the date hereof, the only Subsidiary Guarantors are listed on Schedule 9.8 hereto.

(b)    The Company will cause each Subsidiary which is or becomes a Subsidiary Guarantor to execute and deliver a Subsidiary Guaranty Agreement, substantially in the form of Exhibit 9.8 or otherwise in a form reasonably acceptable to the Required Holders, and to provide, together with an executed copy thereof, the following to each holder of a Note:

(1)such documents and evidence with respect to such Subsidiary Guarantor as any holder may reasonably request in order to establish the existence and good standing of such Subsidiary Guarantor and evidence that the board of directors (or similar governing body) of such Subsidiary Guarantor has adopted resolutions authorizing the execution and delivery of the Subsidiary Guaranty Agreement to which such Subsidiary Guarantor is a party, with such resolutions, where required by applicable law, including a description of the relevant Subsidiary Guarantor corporate benefit;

(2)evidence of compliance with such Subsidiary Guarantor’s outstanding debt instruments in the form of (i) a compliance certificate from such Subsidiary Guarantor to the effect that such Subsidiary Guarantor has complied with all material terms and conditions of its outstanding debt instruments, (ii) consents or approvals required of the holder or holders of any Lien, and/or (iii) required amendments of agreements pursuant to which any Lien may have been issued, all as may be reasonably deemed necessary by the Required Holders to permit the execution and delivery of the

Subsidiary Guaranty Agreement, in a form reasonably acceptable to the Required Holders, to which such Subsidiary Guarantor is a party; and

(3)    an opinion of counsel (which opinion and counsel shall be reasonably

satisfactory to the Required Holders) to the effect that (i) such Subsidiary Guarantor is a corporation or limited liability company, as the case may be, duly incorporated, formed or organized, as the case may be, validly existing and in good standing, if applicable, under the laws of its jurisdiction of incorporation or formation, as the case may be, has the corporate or limited liability company, as the case may be, power and the corporate or limited liability company, as the case may be, authority to execute and perform the Subsidiary Guaranty Agreement to which such Subsidiary Guarantor is a party, (ii) the Subsidiary Guaranty Agreement to which such Subsidiary Guarantor is a party has been duly authorized to be executed and delivered by proper corporate action on the part of such Subsidiary Guarantor, has been executed by an authorized officer of such Subsidiary Guarantor and constitutes the legal, valid and binding contract and agreement of such Subsidiary Guarantor enforceable against such Subsidiary Guarantor in accordance with its terms, subject to corporate benefit, bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally, and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law), (iii) no approval, consent or withholding of objection on the part of, or filing, registration or qualification with, any governmental body, is necessary under the laws of its jurisdiction of incorporation or formation, as the case may be, as a condition to the lawful execution and delivery of the Subsidiary Guaranty Agreement to which such Subsidiary Guarantor is a party, and (v) the obligations of such Subsidiary Guarantor under the Subsidiary Guaranty Agreement to which such Subsidiary Guarantor is a party shall rank at least pari passu in priority of payment with all other unsecured Indebtedness (actual or contingent) of such Subsidiary Guarantor.

All reasonable fees and expenses of the holders, including, without limitation, reasonable attorney’s fees, incurred in connection with the execution and delivery of any Subsidiary Guaranty Agreement and the related agreements and opinions described above shall be borne by the Company.

(c)    Subject and subordinate to the requirements of Section 9.8(a), at the election of the Company and by written notice to each holder of Notes, any Subsidiary Guarantor may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty Agreement and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders or any other Person, provided, in each case, that (i) immediately before and after giving effect to such release no Default or Event of Default shall have occurred and be continuing, (ii) no amount is then due and payable under such Subsidiary Guaranty Agreement, (iii) if any fee or other form of consideration is given to any holder of Indebtedness of the Company expressly for the purpose of such release, holders of Notes shall receive equivalent consideration, and (iv) each holder of Notes shall have received a certificate of a Responsible Officer to the foregoing effect and setting forth the information (including reasonably detailed computations) reasonably required to establish compliance with the foregoing requirements.

SECTION 10.    NEGATIVE COVENANTS.

The Company covenants that from and after the Execution Date and so long as any of the Notes are outstanding:

Section 10.1. Transactions with Affiliates. The Company will not, and it will not cause or permit any Subsidiary to, enter into or be a party to any Material transaction or arrangement with any Affiliate (including, without limitation, the purchase from, sale to or exchange of property with, or the rendering of any service by or for, any Affiliate), except in the ordinary course of business and pursuant to the reasonable requirements of the Company’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would be obtained in a comparable arm’s-length transaction with a Person not an Affiliate; provided that the foregoing restrictions shall not apply to: (i) any issuances of stock to the Company, (ii) payment of any lawful distributions on its issued stock, and (iii) payment or grant of reasonable compensation, benefits and indemnities to any director, officers, employee or agent of the Company or any Subsidiary. Notwithstanding the foregoing, nothing in this Section 10.1 shall restrict transactions with any Affiliate that have been approved by or are entered into pursuant to any orders or decisions of any Governmental Authority having jurisdiction over the Company or any of its Subsidiaries, including without limitation the Federal Energy Regulatory Commission or any other applicable federal or state regulatory commission or organization (or any successor commissions or organizations).

Section 10.2. Merger, Consolidation, Etc. (a) The Company will not, and will not permit any Subsidiary Guarantor to, consolidate with or merge with any other Person or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person unless:

(i)the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Company or such Subsidiary Guarantor as an entirety, as the case may be, shall be a solvent corporation or limited liability company organized and existing under the laws of the United States or any State thereof (including the District of Columbia), and, if the Company or such Subsidiary Guarantor is not such corporation or limited liability company, such corporation or limited liability company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of, in the case of the Company, this Agreement, the Supplement(s) and the Notes and, in the case of a Subsidiary Guarantor, the related Subsidiary Guaranty Agreement; and

(ii)immediately before and immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing.

(b)    Except as provided in Section 10.1 and Section 10.2(a), the Company will not, and

will not cause or permit any Subsidiary to, (A) sell, assign, lease, transfer, abandon or otherwise dispose of any of its property (including, without limitation, any Capital Stock of a Subsidiary owned by the Company or another Subsidiary) or (B) issue, sell or otherwise dispose of any

Capital Stock of any Subsidiary; provided, however, that the Company and each Subsidiary may sell, assign, lease, transfer, abandon or otherwise dispose of (1) any of its natural gas inventory or past-due accounts receivable in the ordinary course of business, (2) any of its property to the Company or any Subsidiary, provided that, if at any time more than ten percent (10%) of the consolidated assets of the Company and all of its Subsidiaries are transferred from the Company to a Subsidiary, such Subsidiary shall then execute a guaranty agreement with respect to the Company’s obligations hereunder in a form reasonably acceptable to the Required Holders, (3) any of the property subject to the Mortgage, as may be permitted to be sold, assigned, leased, transferred, abandoned or otherwise disposed of under said Mortgage and (4) any of its other property (whether in one transaction or a series of transactions) so long as the value of such property sold, assigned, leased, transferred, abandoned or otherwise disposed of in any fiscal year under this subsection (4) (including in connection with the Permitted Securitization) shall not exceed ten percent (10%) of the consolidated assets of the Company and all of its Subsidiaries as determined on a consolidated basis as of the last day of the immediately preceding fiscal year; and provided further, however, that nothing in this Agreement shall limit or restrict the Company’s use of financial instruments or natural gas contracts under its gas supply risk management program.

To the extent that the proceeds consisting of cash of any transfer described in clause (4) above to a Person other than the Company or Subsidiary is applied to a Debt Prepayment Application or to a Property Reinvestment Application within twelve (12) months after such transfer, then such transfer (or, if less than all such proceeds is applied as contemplated hereinabove, the pro rata percentage thereof which corresponds to the proceeds so applied), only for the purpose of determining compliance with clause (4) above of Section 10.2(b) as of any date, shall be deemed not to be a transfer.

In the event of a Debt Prepayment Application, the Company shall offer to prepay on a date not less than 30 days or more than 60 days a pro rata portion of such Notes, such pro rata portion of the Notes to be calculated by multiplying (A) the aggregate amount of such proceeds to be so used in such repayment or prepayment of unsubordinated Indebtedness (including the Notes) by (B) a fraction, the numerator of which is the aggregate principal amount of the Notes outstanding and the denominator of which is the aggregate principal amount of all unsubordinated Indebtedness of the Company and its Subsidiaries outstanding then being paid (including the Notes, but excluding Indebtedness owing to the Company, any of its Subsidiaries or any Affiliate which the Company directly or indirectly controls, and in each case calculated immediately prior to such repayment or prepayment); provided further, however, that any prepayment of the Notes pursuant to any such offer shall in all cases be at par together with accrued interest but without any make-whole, premium, penalty or Make-Whole Amount whatsoever or howsoever described. Such offer shall require each holder to accept or reject such offer within 20 days and the failure to accept or reject such offer shall be deemed a rejection.

Section 10.3. Line of Business. The Company will not and will not permit any Subsidiary to engage in any business if, as a result, the general nature of the business and reasonable extensions thereof in which the Company and its Subsidiaries, taken as a whole, would then be engaged would be substantially changed from the general nature of the business in which the Company and its Subsidiaries, taken as a whole, are engaged as described in the Memorandum.

Section 10.4. Economic Sanctions, Etc. The Company will not, and will not permit any Controlled Entity to (a) become (including by virtue of being owned or controlled by a Blocked Person), own or control a Blocked Person or (b) directly or indirectly have any investment in or engage in any dealing or transaction (including any investment, dealing or transaction involving the proceeds of the Notes) with any Person if such investment, dealing or transaction (i) would cause any holder or any affiliate of such holder to be in violation of, or subject to sanctions under, any law or regulation applicable to such holder, or (ii) is prohibited by or subject to sanctions under any U.S. Economic Sanctions Laws.

Section 10.5. Maximum Consolidated Capitalization Ratio. The Company will at the end of each of the Company’s fiscal quarters have a Consolidated Capitalization Ratio of not more than seventy percent (70%).

Section 10.6. Limitation on Liens. The Company will not, and will not cause or permit any Subsidiary to, create, incur or assume, or suffer to be incurred or to exist, any Lien on any of its property, whether now owned or hereafter acquired, or upon any income or profits therefrom, except for Permitted Liens.

SECTION 11.    EVENTS OF DEFAULT.

An “Event of Default” shall exist if any of the following conditions or events shall occur and be continuing:

(a)the Company defaults in the payment of any principal or Make-Whole Amount, if any, on any Note when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise; or

(b)the Company defaults in the payment of any interest on any Note for more than five Business Days after the same becomes due and payable; or

(c)the Company defaults in the performance of or compliance with any term contained in Section 7.1(d) or Sections 10.1, 10.2, 10.5 and 10.6 or any covenant contained in a Supplement which specifically provides that it shall have the benefit of this paragraph (c); or

(d)the Company defaults in the performance of or compliance with any term contained in any Financing Agreement or in any Supplement (other than those referred to in Sections 11(a), (b) and (c)) and such default is not remedied within 30 days after the earlier of (i) a Responsible Officer obtaining actual knowledge of such default and (ii) the Company receiving written notice of such default from any holder of a Note (any such written notice to be identified as a “notice of default” and to refer specifically to this Section 11(d)); or

(e)any representation or warranty made in writing by or on behalf of the Company or by any officer of the Company in any Financing Agreement or in any

writing furnished in connection with the transactions contemplated hereby proves to have been false or incorrect in any Material respect on the date as of which made; or

(f)(i) the Company or any Significant Subsidiary is in default (as principal or as guarantor or other surety) in the payment of any principal of or premium or make-whole amount or interest on any Indebtedness that is outstanding in an aggregate principal amount of at least $25,000,000 beyond any period of grace provided with respect thereto, or (ii) the Company or any Significant Subsidiary is in default in the performance of or compliance with any term of any evidence of any Indebtedness in an aggregate outstanding principal amount of at least $25,000,000 or of any mortgage, indenture or other agreement relating thereto or any other condition exists, and as a consequence of such default or condition such Indebtedness has become, or has been declared due and payable before its stated maturity or before its regularly scheduled dates of payment; or

(g)the Company or any Significant Subsidiary (i) is generally not paying, or admits in writing its inability to pay, its debts as they become due, (ii) files, or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, (v) is adjudicated as insolvent or to be liquidated, or (vi) takes corporate action for the purpose of any of the foregoing; or

(h)a court or Governmental Authority of competent jurisdiction enters an order appointing, without consent by the Company or any of its Significant Subsidiaries, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of the Company or any of its Significant Subsidiaries, or any such petition shall be filed against the Company or any of its Significant Subsidiaries and such petition shall not be dismissed within 60 days; or

(i)a final judgment or judgments for the payment of money aggregating in excess of $25,000,000 are rendered against one or more of the Company and its Significant Subsidiaries and which judgments are not, within 60 days after entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within 60 days after the expiration of such stay; or

(j)if (i) any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under section 412 of the Code, (ii) a notice of intent to terminate any Plan shall have been or is reasonably expected to

be filed with the PBGC or the PBGC shall have instituted proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified the Company or any ERISA Affiliate that a Plan may become a subject of any such proceedings, (iii) the aggregate “amount of unfunded benefit liabilities” (within the meaning of section 4001(a)(18) of ERISA) under all Plans, determined in accordance with Title IV of ERISA, shall exceed $25,000,000, (iv) the Company or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, (v) the Company or any ERISA Affiliate withdraws from any Multiemployer Plan, or (vi) the Company or any Subsidiary establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability of the Company or any Subsidiary thereunder; and any such event or events described in clauses (i) through (vi) above, either individually or together with any other such event or events, would reasonably be expected to have a Material Adverse Effect.

As used in Section 11(j), the terms “employee benefit plan” and “employee welfare benefit plan” shall have the respective meanings assigned to such terms in section 3 of ERISA.

SECTION 12.    REMEDIES ON DEFAULT, ETC.

Section 12.1. Acceleration. (a) If an Event of Default with respect to the Company described in Section 11(g) or (h) (other than an Event of Default described in clause (i) of Section 11(g) or clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable.

(b)If any other Event of Default has occurred and is continuing, the Required Holders may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable.

(c)If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable.

Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Company (except as herein or in any Supplement specifically provided for) and that the provision for payment of a Make-Whole Amount, if any, by the Company in the

event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Section 12.2. Other Remedies. If any Default or Event of Default has occurred and is continuing, and irrespective of whether any Notes have become or have been declared immediately due and payable under Section 12.1, the holder of any Note at the time outstanding may proceed to protect and enforce the rights of such holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in any Supplement or in any Note, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or by law or otherwise.

Section 12.3. Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, on any Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest of the Notes, at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Defaults or impair any right consequent thereon.

Section 12.4. No Waivers or Election of Remedies, Expenses, Etc. No course of dealing and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder’s rights, powers or remedies. No right, power or remedy conferred by this Agreement, any Supplement or by any Note upon any holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations of the Company under Section 15, the Company will pay to the holder of each Note on demand such further amount as shall be sufficient to cover all costs and expenses of such holder incurred in any enforcement or collection under this Section 12, including, without limitation, reasonable attorneys’ fees, expenses and disbursements.

SECTION 13.    REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

Section 13.1. Registration of Notes. The Company has appointed UMB Bank & Trust, N.A. as the Registrar. The Company shall notify each Purchaser, Additional Purchaser and holder of Notes in the event that the Company appoints another Person as the Registrar. The Company shall cause the Registrar to maintain a register for the registration and registration of transfers of Notes. The name and address of each holder of one or more Notes, each transfer thereof and the name and address of each transferee of one or more Notes shall be registered in

such register. If any holder of one or more Notes is a nominee, then (a) the name and address of the beneficial owner of such Note or Notes shall also be registered in such register as an owner and holder thereof and (b) at any such beneficial owner’s option, either such beneficial owner or its nominee may execute any amendment, waiver or consent pursuant to this Agreement. Prior to due presentment for registration of transfer, the Person in whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Registrar shall not be affected by any notice or knowledge to the contrary. The Company shall cause the Registrar to give to any holder of a Note that is an Institutional Investor promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes.

Section 13.2. Transfer and Exchange of Notes. Upon surrender of any Note to the Company at the address and to the attention of the designated officer (all as specified in Section 18(iv)) (and with a copy thereof delivered concurrently to the Registrar), for registration of transfer or exchange (and in the case of a surrender for registration of transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver, at the Company’s reasonable expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder or pursuant to any Supplement. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $250,000, provided, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $250,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representations set forth in Section 6.1 and Section 6.2.

Section 13.3. Replacement of Notes. Upon receipt by the Company at the address and to the attention of the designated officer (all as specified in Section 18(iv)) of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation) (and with a copy thereof delivered concurrently to the Registrar), and

(a)    in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder of such Note is, or is a nominee for, an original Purchaser, an original Additional Purchaser or another holder of a Note with a minimum net worth of at least $50,000,000 or a Qualified Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or

(b)    in the case of mutilation, upon surrender and cancellation thereof,

within ten Business Days thereafter, the Company at its own expense shall execute and deliver, in lieu thereof, a new Note of the same Series (and of the same tranche if such Series has separate tranches), dated and bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon.

SECTION 14.    PAYMENTS ON NOTES.

Section 14.1. Place of Payment. Subject to Section 14.2, payments of principal, Make-Whole Amount, if any, and interest becoming due and payable on the Notes shall be made in St. Louis, Missouri at the principal office of UMB Bank & Trust, N.A. in such jurisdiction. The Company may at any time, by notice to each holder of a Note, change the place of payment of the Notes so long as such place of payment shall be either the principal office of the Company in such jurisdiction or the principal office of a bank or trust company in such jurisdiction.

Section 14.2. Home Office Payment. So long as any Purchaser or Additional Purchaser or such Person’s nominee shall be the holder of any Note, and notwithstanding anything contained in Section 14.1 or in such Note to the contrary, the Company will pay all sums becoming due on such Note for principal, Make-Whole Amount, if any, and interest by the method and at the address specified for such purpose below such Purchaser’s name in Schedule A hereto or, in the case of any Additional Purchaser, Schedule A attached to any Supplement pursuant to which such Additional Purchaser is a party, or by such other method or at such other address as such Purchaser or Additional Purchaser shall have from time to time specified to the Company in writing for such purpose, without the presentation or surrender of such Note or the making of any notation thereon, except that upon written request of the Company made concurrently with or reasonably promptly after payment or prepayment in full of any Note, such Purchaser or Additional Purchaser shall surrender such Note for cancellation, reasonably promptly after any such request, to the Company at its principal executive office or at the place of payment most recently designated by the Company pursuant to Section 14.1. Prior to any sale or other disposition of any Note held by a Purchaser or an Additional Purchaser or such Person’s nominee, such Purchaser or Additional Purchaser will, at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Note to the Company in exchange for a new Note or Notes of the same tranche pursuant to Section 13.2. The Company will afford the benefits of this Section 14.2 to any Institutional Investor that is the direct or indirect transferee of any Note purchased by a Purchaser or an Additional Purchaser under this Agreement (including any Supplement hereto) and that has made the same agreement relating to such Note as the Purchasers or Additional Purchasers, as the case may be, have made in this Section 14.2.

SECTION 15.    EXPENSES, ETC.

Section 15.1. Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of one special counsel for the Purchasers and for the Additional

Purchasers and, if reasonably required by the Required Holders, one local or other counsel) incurred by the Purchasers, the Additional Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement (including any Supplement) or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under the Financing Agreements or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with the Financing Agreements (including any Supplement) or the Notes, or by reason of being a holder of any Note, (b) the reasonable costs and expenses, including reasonable financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated by the Financing Agreements or by any Supplement and (c) the reasonable costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $3,000 for each tranche of each Series of Notes. The Company will pay, and will save each Purchaser, each Additional Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders retained by or on behalf of the Company. For the avoidance of doubt, the Company will not be liable for any fees, costs or expenses, if any, of brokers or finders retained by or on behalf of a Purchaser, an Additional Purchaser or other holder in connection with its purchase of the Notes.

Section 15.2. Survival. The obligations of the Company under this Section 15 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this Agreement, any Supplement or the Notes, and the termination of this Agreement or any Supplement.

SECTION 16.    SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

All representations and warranties contained herein or in any Supplement shall survive the execution and delivery of this Agreement, such Supplement and the Notes, the purchase or transfer by any Purchaser or Additional Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or such Additional Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to this Agreement or any Supplement shall be deemed representations and warranties of the Company under this Agreement or such Supplement. Subject to the preceding sentence, this Agreement (including every Supplement) and the Notes embody the entire agreement and understanding between each Purchaser and the Additional Purchasers and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

SECTION 17.    AMENDMENT AND WAIVER.

Section 17.1. Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (i) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof or the corresponding provision of any Supplement, or any defined term (as it is used therein or such corresponding provision of any Supplement), will be effective as to any Purchaser, Additional Purchaser or holder of Notes unless consented to by such Purchaser, Additional Purchaser or holders of Notes in writing and (ii) no such amendment or waiver may, without the written consent of the Company, each Purchaser and the holder of each Note at the time outstanding affected thereby, (x) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, the Notes, (y) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4, or (z) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20, or the corresponding provision of any Supplement.

(b)    Supplements. Notwithstanding anything to the contrary contained herein, the

Company may enter into any Supplement providing for the issuance of one or more Series of Additional Notes consistent with Section 1.3 hereof without obtaining the consent of any Purchaser, Additional Purchaser or holder, in each case, of any other Series of Notes.

Section 17.2. Solicitation of Holders of Notes.

(a)Solicitation. The Company will provide each Purchaser, each Additional Purchaser and each holder of Notes (irrespective of the amount or tranche of Notes then owned by it) with reasonably sufficient information, reasonably sufficiently far in advance of the date a decision is required, to enable such Person to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof, of any Supplement or of the Notes. The Company will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 17 to each Purchaser, each Additional Purchaser and each holder of outstanding Notes promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Purchasers, Additional Purchasers or holders of Notes.

(b)Payment. The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security or provide other credit support, to any Purchaser, Additional Purchaser or holder of Notes as consideration for or as an inducement to the entering into by such Purchaser, Additional Purchaser or holder of Notes of any waiver or amendment of any of the terms and provisions hereof, any Supplement or the Notes unless such remuneration is concurrently paid, or security is concurrently granted or other credit support is concurrently provided, on the same terms, ratably

to each Purchaser, each Additional Purchaser and each holder of Notes then outstanding even if such Purchaser, Additional Purchaser or holder did not consent to such waiver or amendment.

(c)Consent in Contemplation of Transfer. Any consent made pursuant to this Section 17 by the holder of any Note that has transferred or has agreed to transfer such Note to the Company, any Subsidiary or any Affiliate of the Company and has provided or has agreed to provide such written consent as a condition to such transfer shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such transferring holder.

Section 17.3. Binding Effect, Etc. Any amendment or waiver consented to as provided in this Section 17 applies equally to all Purchasers, Additional Purchasers or holders of Notes and is binding upon them and upon each future holder of any Note and upon the Company without regard to whether such Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Company and the Purchaser, the Additional Purchaser or holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any Purchaser, Additional Purchaser or holder of such Note. As used herein, the term “this Agreement” and references thereto shall mean this Agreement (including, without limitation, the Schedules and Exhibits hereto) as it may from time to time be amended or supplemented.

Section 17.4. Notes Held by Company, Etc. Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement or the Notes, or have directed the taking of any action provided herein or in the Notes to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by the Company or any of its Affiliates shall be deemed not to be outstanding.

SECTION 18.    NOTICES.

All notices and communications provided for hereunder shall be in writing and sent (a) by telecopy or electronic mail (to those recipients who have provided email addresses specifically for such purpose to the other parties hereto) if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), or (b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by a recognized overnight delivery service (with charges prepaid). Any such notice must be sent:

(i)    if to any Purchaser or its nominee, to such Purchaser or nominee at theaddress specified for such communications in Schedule A, or at such other address as such Purchaser or nominee shall have specified to the Company in writing,

(ii)if to an Additional Purchaser or such Additional Purchaser’s nominee, to such Additional Purchaser or such Additional Purchaser’s nominee at the address specified for such communications in Schedule A to any Supplement, or at such other address as such Additional Purchaser or such Additional Purchaser’s nominee shall have specified to the Company in writing pursuant to this Section 18,

(iii)if to any other holder of any Note, to such holder at such address as such other holder shall have specified to the Company in writing,

(iv)if to the Company, to the Company at its address set forth at the beginning hereof to the attention of the Treasurer, with a copy to the attention of the General Counsel, or at such other address as the Company shall have specified to the holder of each Note in writing, or

(v)if to the Registrar, to the Registrar at: UMB Bank & Trust, N.A., 2 South Broadway, Suite 600, St. Louis, MO 63102, Attn: Richard F. Novosak, Vice President/Corporate Trust Administrator.

Notices under this Section 18 will be deemed given only when actually received.

SECTION 19.    REPRODUCTION OF DOCUMENTS.

This Agreement and all documents relating thereto, including, without limitation, (a) consents, waivers and modifications that may hereafter be executed, (b) documents received by any Purchaser at the Closing or by any Additional Purchaser (except the Notes themselves), and (c) financial statements, certificates and other information previously or hereafter furnished to any Purchaser or any Additional Purchaser, may be reproduced by such Purchaser or such Additional Purchaser by any photographic, photostatic, electronic, digital, or other similar process and such Purchaser or such Additional Purchaser may destroy any original document so reproduced. The Company agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by such Purchaser or such Additional Purchaser in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. This Section 19 shall not prohibit the Company or any other holder of Notes from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.

SECTION 20.    CONFIDENTIAL INFORMATION.

For the purposes of this Section 20, “Confidential Information” means information delivered to any Purchaser, Additional Purchaser or holder of Notes by or on behalf of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise reasonably identified when received by such Purchaser, Additional Purchaser or holder of Notes as being confidential information of the Company or such Subsidiary, provided that

such term does not include information that (a) was publicly known or otherwise known to such Purchaser, Additional Purchaser or holder of Notes prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser, Additional Purchaser or holder of Notes or any Person acting on such Purchaser’s, Additional Purchaser’s or holder’s behalf, (c) otherwise becomes known to such Purchaser, Additional Purchaser or holder of Notes other than through disclosure by the Company or any Subsidiary or (d) constitutes financial statements delivered to such Purchaser, Additional Purchaser or holder of Notes under Section 7.1 that are otherwise publicly available. Each Purchaser, Additional Purchaser or holder of Notes will only use such Confidential Information in connection with its administration of the investment represented by its purchase of Notes or holding of Notes, and each Purchaser, Additional Purchaser or holder of Notes will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its auditors, directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers to purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any Governmental Authority having jurisdiction over such Purchaser, Additional Purchaser or holder of Notes, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s, Additional Purchaser’s or holder’s investment portfolio, or (viii) any other Person to which such delivery or disclosure is necessary (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, Additional Purchaser or holder of Notes, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser, Additional Purchaser or holder of Notes is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser, Additional Purchaser or holder of Notes may reasonably determine such delivery and disclosure to be necessary in the enforcement or for the protection of the rights and remedies under such Purchaser’s, Additional Purchaser’s or holder’s Notes and this Agreement. Notwithstanding anything to the contrary, prior to any Purchaser, Additional Purchaser or holder of Notes making any permitted disclosure described in clause (x) above (or clause (vi) above but only to the extent such request or demand is specifically targeted at the Company or otherwise arising out of the transactions contemplated hereby), to the extent not prohibited by law or regulation such Purchaser, Additional Purchaser or holder of Notes shall use its reasonable efforts to promptly notify the Company in writing and shall use its reasonable efforts to assist the Company (at the Company’s sole expense) to protest and/or challenge any such required or requested disclosures. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement, any Supplement or

requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 20.

In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking.

SECTION 21.    SUBSTITUTION OF PURCHASER.

Each Purchaser and each Additional Purchaser shall have the right to substitute any one of its Affiliates as the purchaser of the Notes that it has agreed to purchase hereunder or under any Supplement, by written notice to the Company, which notice shall be signed by both such Purchaser or such Additional Purchaser and such Affiliate, shall contain such Affiliate’s agreement to be bound by this Agreement and such Supplement, as applicable, and shall contain a confirmation by such Affiliate of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser or such Additional Purchaser in this Agreement (other than in this Section 21) and such Supplement, as applicable, shall be deemed to refer to such Affiliate in lieu of such original Purchaser or such original Additional Purchaser. In the event that such Affiliate is so substituted as a Purchaser or an Additional Purchaser hereunder or under any Supplement and such Affiliate thereafter transfers to such original Purchaser or such original Additional Purchaser all of the Notes then held by such Affiliate, upon receipt by the Company of notice of such transfer, any reference to such Affiliate as a “Purchaser” or an “Additional Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Affiliate, but shall refer to such original Purchaser or such original Additional Purchaser, and such original Purchaser or original Additional Purchaser shall again have all the rights of an original holder of Notes under this Agreement and such Supplement, as applicable.

SECTION 22.    MISCELLANEOUS.

Section 22.1. Successors and Assigns. All covenants and other agreements contained in this Agreement (including all covenants and other agreements contained in any Supplement) by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns (including, without limitation, any subsequent holder of a Note) whether so expressed or not.

Section 22.2. Payments Due on Non-Business Days. Anything in this Agreement, any Supplement or the Notes to the contrary notwithstanding (but without limiting the requirement in Section 8.4 that the notice of any optional prepayment specify a Business Day as the date fixed for such prepayment), any payment of principal of or Make-Whole Amount or interest on any Note that is due on a date other than a Business Day shall be made on the next succeeding

Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day; provided that if the maturity date of any Note is a date other than a Business Day, the payment otherwise due on such maturity date shall be made on the next succeeding Business Day and shall include the additional days elapsed in the computation of interest payable on such next succeeding Business Day.

Section 22.3. Accounting Terms. All accounting terms used herein or used in any Supplement which are not expressly defined in this Agreement or such Supplement, as applicable, have the meanings respectively given to them in accordance with GAAP. Except as otherwise specifically provided herein or in any Supplement, (i) all computations made pursuant to this Agreement or such Supplement, as applicable, shall be made in accordance with GAAP, and (ii) all financial statements shall be prepared in accordance with GAAP. Notwithstanding the foregoing, if the Company notifies the holders of Notes that, in the Company’s reasonable opinion, or if the Required Holders notify the Company that, in the Required Holders’ reasonable opinion, as a result of changes in GAAP from time to time (“Subsequent Changes”), any of the covenants contained in Sections 10.5 or 10.6 or any of the defined terms used therein, no longer apply as intended such that such covenants are materially more or less restrictive to the Company than are such covenants immediately prior to giving effect to such Subsequent Changes, the Company and the holders of Notes shall negotiate in good faith to reset or amend such covenants or defined terms so as to negate such Subsequent Changes, or to establish alternative covenants or defined terms. Until the Company and the Required Holders so agree to reset, amend or establish alternative covenants or defined terms, the covenants contained in Sections 10.5 and 10.6, together with the relevant defined terms, shall continue to apply and compliance therewith shall be determined assuming that the Subsequent Changes shall not have occurred (“Static GAAP”). During any period that compliance with any covenants shall be determined pursuant to Static GAAP, the Company shall include relevant reconciliations in reasonable detail between GAAP and Static GAAP with respect to the applicable covenant compliance calculations contained in each certificate of a Senior Financial Officer delivered pursuant to Section 7.2 during such period.

In determining compliance with the requirements of the covenants contained in this Agreement, any election by the Company to measure any portion of Indebtedness at fair value (as permitted by International Accounting Standard 39 or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made.

Section 22.4. Severability. Any provision of this Agreement or any Supplement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or thereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

Section 22.5. Construction, Etc. Each covenant contained herein or in any Supplement shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, or therein so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant.

Where any provision herein or in any Supplement refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

For the avoidance of doubt, all Schedules and Exhibits attached to this Agreement shall be deemed to be a part hereof.

Section 22.6. Counterparts. This Agreement and any Supplement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.

Section 22.7. Governing Law. This Agreement and each Supplement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

Section 22.8. Jurisdiction and Process; Waiver of Jury Trial. (a) The Company and each Purchaser, Additional Purchaser and holder of Notes hereby irrevocably submits to the exclusive jurisdiction of any federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, any Supplement or the Notes; provided that if no such federal court has jurisdiction to accept such suit, action or proceeding, then the Company and each Purchaser, Additional Purchaser and holder of Notes irrevocably and unconditionally submits to the exclusive jurisdiction of any state court sitting in the Borough of Manhattan, The City of New York. To the fullest extent permitted by applicable law, the Company and each Purchaser, Additional Purchaser and holder of Notes irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

(b)The Company consents to process being served by or on behalf of any Purchaser, Additional Purchaser or holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 18 or at such other address of which such party shall then have been notified pursuant to said Section. The Company agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.

(c)Nothing in this Section 22.8 shall affect the right of any Purchaser, Additional Purchaser or holder of a Note to serve process in any manner permitted by law, or limit any right

that the Purchasers, Additional Purchasers or holders of any of the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

(d)    THE COMPANY AND EACH PURCHASER, ADDITIONAL PURCHASER AND EACH HOLDER OF NOTES HEREBY WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, ANY SUPPLEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

* * * * *

If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company.

Very truly yours,

SPIRE INC.
By:	/s/ Lynn D. Rawlings
	Name:	Lynn D. Rawlings
	Title:	Vice President and Treasurer

This Agreement is hereby accepted and agreed to as of the date hereof.
	METROPOLITAN LIFE INSURANCE COMPANY
	METLIFE INSURANCE COMPANY USA
	by:	Metropolitan Life Insurance Company, its
		Investment Manager
	By:	/s/ John Wills
		Name:	John Wills
		Title:	Managing Director
	METLIFE INSURANCE K.K.
	by:	MetLife Investment Advisors, LLC, Its
		Investment Manager
	LINCOLN BENEFIT LIFE COMPANY
	by:	MetLife Investment Advisors, LLC, Its
		Investment Manager
	By:	/s/ C. Scott Inglis
		Name:	C. Scott Inglis
		Title:	Managing Director

This Agreement is hereby accepted and agreed to as of the date hereof.
	THE NORTHWESTERN MUTUAL LIFE INSURANCE
		COMPANY
	By:	Northwestern Mutual Investment
		Management Company, LLC,
		its investment advisor
	By:	/s/ David A. Barras
		Name:	David A. Barras
		Title:	Managing Director
	THE NORTHWESTERN MUTUAL LIFE INSURANCE
		COMPANY FOR ITS GROUP ANNUITY
		SEPARATE ACCOUNT
	By:	/s/ David A. Barras
		Name:	David A. Barras
		Title:	Its Authorized Representative

This Agreement is hereby accepted and agreed to as of the date hereof.
	VOYA RETIREMENT INSURANCE AND ANNUITY
		COMPANY
	RELIASTAR LIFE INSURANCE COMPANY
	VOYA INSURANCE AND ANNUITY COMPANY
	SECURITY LIFE OF DENVER INSURANCE
		COMPANY
	By:	Voya Investment Management LLC, as
		Agent
	By:	/s/ Christopher P. Lyons
		Name:	Christopher P. Lyons
		Title:	Managing Director
	UNITED TECHNOLOGIES CORPORATION
		EMPLOYEE SAVINGS PLAN MASTER TRUST
	AETNA 401(K) MASTER TRUST
	By:	Voya Investment Management Co. LLC, as
		Agent
	By:	/s/ Christopher P. Lyons
		Name:	Christopher P. Lyons
		Title:	Managing Director

This Agreement is hereby accepted and agreed to as of the date hereof.
	PRINCIPAL LIFE INSURANCE COMPANY
	By:	Principal Global Investors, LLC
		a Delaware limited liability company,
		its authorized signatory
	By:	/s/ Justin T. Lange
		Name:	Justin T. Lange
		Title:	Counsel
	By:	/s/ Adrienne L. McFarland
		Name:	Adrienne L. McFarland
		Title:	Counsel
	PRINCIPAL LIFE INSURANCE COMPANY ON
		BEHALF OF ONE OR MORE SEPARATE
		ACCOUNTS
	By:	Principal Global Investors, LLC
		a Delaware limited liability company,
		its authorized signatory
	By:	/s/ Justin T. Lange
		Name:	Justin T. Lange
		Title:	Counsel
	By:	/s/ Adrienne L. McFarland
		Name:	Adrienne L. McFarland
		Title:	Counsel

This Agreement is hereby accepted and agreed to as of the date hereof.
	THRIVENT FINANCIAL FOR LUTHERANS
	By:	/s/ Allen Stoltman
		Name:	Allen Stoltman
		Title:	Managing Director
	AXA EQUITABLE LIFE INSURANCE COMPANY
	By:	/s/ Amy Judd
		Name:	Amy Judd
		Title:	Investment Officer
	THE GUARDIAN LIFE INSURANCE COMPANY OF
		AMERICA
	By:	/s/ Brian Keating
		Name:	Brian Keating
		Title:	Managing Director
	LIFE INSURANCE COMPANY OF NORTH AMERICA
	By:	Cigna Investments, Inc. (authorized agent)
	By:	/s/ Christopher D. Potter
		Name:	Christopher D. Potter
		Title:	Managing Director
	CIGNA HEATH AND LIFE INSURANCE COMPANY
	By:	Cigna Investments, Inc. (authorized agent)
	By:	/s/ Christopher D. Potter
		Name:	Christopher D. Potter
		Title:	Managing Director

This Agreement is hereby accepted and agreed to as of the date hereof.
	MODERN WOODMEN OF AMERICA
	By:	/s/ Brett M. Van
		Name:	Brett M. Van
		Title:	Treasurer & Investment Manager
	AMERITAS LIFE INSURANCE CORP.
	AMERITAS LIFE INSURANCE CORP. OF NEW
		YORK
	By:	Ameritas Investment Partners Inc., as
		Agent
	By:	/s/ Tina Udell
		Name:	Tina Udell
		Title:	Vice President & Managing Director
	THE STATE LIFE INSURANCE COMPANY
	By:	American United Life Insurance Company
	Its:	Agent
	By:	/s/ David M. Weisenburger
		Name:	David M. Weisenburger
		Title:	VP, Fixed Income Securities

This Agreement is hereby accepted and agreed to as of the date hereof.
	CMFG LIFE INSURANCE COMPANY
	By:	MEMBERS Capital Advisors, Inc. acting
		as Investment Advisor
	By:	/s/ Allen R. Cantrell
		Name:	Allen R. Cantrell
		Title:	Managing Director, Investments
	GENWORTH MORTGAGE INSURANCE
		CORPORATION
	GENWORTH LIFE AN ANNUITY INSURANCE
		COMPANY
	By:	/s/ Joseph A. McCusker
		Name:	Joseph A. McCusker
		Title:	Investment Officer
	COUNTRY LIFE INSURANCE COMPANY
	By:	/s/ John Jacobs
		Name:	John Jacobs
		Title:	Director - Fixed Income
	STANDARD INSURANCE COMPANY
	By:	/s/ Chris Beaulieu
		Name:	Chris Beaulieu
		Title:	AVP Investments

SPIRE INC.

700 Market Street

St. Louis, Missouri 63101

INFORMATION RELATING TO PURCHASERS

PRINCIPAL AMOUNT OF

SERIES 2016 NOTES TO BE PURCHASED

NAME AND ADDRESS OF PURCHASER                TRANCHE A    TRANCHE B

METROPOLITAN LIFE INSURANCE COMPANY            $0        $5,400,000

1095 Avenue of the Americas New York, New York 10036

(Securities to be registered in the name of Metropolitan Life Insurance Company)

(1) All scheduled payments of principal and interest by wire transfer of immediately available funds to:

Bank Name:        JPMorgan Chase Bank

ABA Routing #:    021-000-021

Account No.:        002-2-410591

Account Name:     Metropolitan Life Insurance Company

Ref:            BME1RV691- Spire Inc, 3.11% due 7/31/2026

with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.

(2) All notices and communications:

Metropolitan Life Insurance Company

Investments, Private Placements

P.O. Box 1902

10 Park Avenue

Morristown, New Jersey 07962-1902

Attention: Nancy Doyle, Director

Emails: PPUCompliance@metlife.com andndoyle@metlife.com

With a copy OTHER than with respect to deliveries of financial statements to:

SCHEDULE A

(to Master Note Purchase Agreement)

Metropolitan Life Insurance Company

P.O. Box 1902

10 Park Avenue

Morristown, New Jersey 07962-1902

Attention: Chief Counsel-Investments Law (PRIV)

Email: sec_invest_law@metlife.com

(3) Original notes delivered to:

Metropolitan Life Insurance Company

Investments Law P.O. Box 1902 10 Park Avenue Morristown, New Jersey 07962-1902

Attention: Chiraag Kumar, Esq.

(4) Taxpayer I.D. Number: 13-5581829

(5) UK Passport Treaty Number (if applicable): 13/M/61303/DTTP

Audit Requests: Soft copy toAuditConfirms.PvtPlacements@metlife.com or hard copy to: Metropolitan Life Insurance Company, Attn: Private Placements Operations (ATTN: Audit Confirmations), 18210 Crane Nest Drive - 5^th Floor, Tampa, FL 33647

PRINCIPAL AMOUNT OF

SERIES 2016 NOTES TO BE PURCHASED

NAME AND ADDRESS OF PURCHASER                TRANCHE A    TRANCHE B

METROPOLITAN LIFE INSURANCE COMPANY            $0        $1,000,000

1095 Avenue of the Americas New York, New York 10036

(Securities to be registered in the name of Metropolitan Life Insurance Company)

(1) All scheduled payments of principal and interest by wire transfer of immediately available funds to:

Bank Name:        JPMorgan Chase Bank

ABA Routing #:     021-000-021

Account No.:        496577268

Account Name:     Metropolitan Life Insurance Company-Separate Account 728

Ref:            BME1RV691- Spire Inc, 3.11% due 7/31/2026

with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.

(2) All notices and communications:

Metropolitan Life Insurance Company

Investments, Private Placements

P.O. Box 1902

10 Park Avenue

Morristown, New Jersey 07962-1902

Attention: Nancy Doyle, Director

Emails: PPUCompliance@metlife.com andndoyle@metlife.com

With a copy OTHER than with respect to deliveries of financial statements to:

Metropolitan Life Insurance Company

P.O. Box 1902

10 Park Avenue

Morristown, New Jersey 07962-1902

Attention: Chief Counsel-Investments Law (PRIV)

Email: sec_invest_law@metlife.com

(3) Original notes delivered to:

Metropolitan Life Insurance Company

Investments Law

P.O. Box 1902

10 Park Avenue

Morristown, New Jersey 07962-1902

Attention: Chiraag Kumar, Esq.

(4) Taxpayer I.D. Number: 13-5581829

(5) UK Passport Treaty Number (if applicable): 13/M/61303/DTTP

Audit Requests: Soft copy toAuditConfirms.PvtPlacements@metlife.comor hard copy to: Metropolitan Life Insurance Company, Attn: Private Placements Operations (ATTN: Audit Confirmations), 18210 Crane Nest Drive - 5^th Floor, Tampa, FL 33647

PRINCIPAL AMOUNT OF

SERIES 2016 NOTES TO BE PURCHASED

NAME AND ADDRESS OF PURCHASER                TRANCHE A    TRANCHE B

METLIFE INSURANCE COMPANY USA                $0        $8,000,000

c/o Metropolitan Life Insurance Company

1095 Avenue of the Americas New York, New York 10036

(Securities to be registered in the name of MetLife Insurance Company USA)

(1) All scheduled payments of principal and interest by wire transfer of immediately available funds to:

Bank Name:        JPMorgan Chase Bank

ABA Routing #:     021-000-021

Account No.:        910-2-587434

Account Name:     MetLife Insurance Company USA

Ref:            BME1RV691- Spire Inc, 3.11% due 7/31/2026

with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.

(2) All notices and communications:

MetLife Insurance Company USA

c/o Metropolitan Life Insurance Company

Investments, Private Placements

P.O. Box 1902

10 Park Avenue

Morristown, New Jersey 07962-1902

Attention: Nancy Doyle, Director

Emails: PPUCompliance@metlife.com andndoyle@metlife.com

With a copy OTHER than with respect to deliveries of financial statements to:

MetLife Insurance Company USA

c/o Metropolitan Life Insurance Company

P.O. Box 1902

10 Park Avenue

Morristown, New Jersey 07962-1902

Attention: Chief Counsel-Investments Law (PRIV)

Email: sec_invest_law@metlife.com

(3) Original notes delivered to:

MetLife Insurance Company USA

c/o Metropolitan Life Insurance Company Investments Law

10 Park Avenue

Morristown, New Jersey 07962-1902 Attention: Chiraag Kumar, Esq.

(4) Taxpayer I.D. Number: 06-0566090

(5) UK Passport Treaty Number (if applicable): 13/M/61653/DTTP

Audit Requests: Soft copy toAuditConfirms.PvtPlacements@metlife.com or hard copy to: Metropolitan Life Insurance Company, Attn: Private Placements Operations (ATTN: Audit Confirmations), 18210 Crane Nest Drive - 5^th Floor, Tampa, FL 33647

PRINCIPAL AMOUNT OF

SERIES 2016 NOTES TO BE PURCHASED

NAME AND ADDRESS OF PURCHASER                TRANCHE A    TRANCHE B

METLIFE INSURANCE COMPANY USA                $0        $2,600,000

c/o Metropolitan Life Insurance Company

1095 Avenue of the Americas New York, New York 10036

[Securities to be registered in the name of MetLife Insurance Company USA, on behalf of its Separate Account SA (Structured Annuity)]

(1) All scheduled payments of principal and interest by wire transfer of immediately available funds to:

Bank Name:    JPMorgan Chase Bank

ABA Routing #:     021-000-021

Account No.:    496559365

Account Name: MetLife Insurance Company USA, Separate Account SA (Structured Annuity)

Ref:        BME1RV691- Spire Inc, 3.11% due 7/31/2026

with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.

(2) All notices and communications:

MetLife Insurance Company USA

c/o Metropolitan Life Insurance Company

Investments, Private Placements

P.O. Box 1902

10 Park Avenue

Morristown, New Jersey 07962-1902

Attention: Nancy Doyle, Director

Emails: PPUCompliance@metlife.com andndoyle@metlife.com

With a copy OTHER than with respect to deliveries of financial statements to:

MetLife Insurance Company USA

c/o Metropolitan Life Insurance Company

P.O. Box 1902

10 Park Avenue

Morristown, New Jersey 07962-1902

Attention: Chief Counsel-Investments Law (PRIV)

Email: sec_invest_law@metlife.com

(3)Original notes delivered to:

MetLife Insurance Company USA

c/o Metropolitan Life Insurance Company

Investments Law

P.O. Box 1902

10 Park Avenue

Morristown, New Jersey 07962-1902

Attention: Chiraag Kumar, Esq.

(4)Taxpayer I.D. Number: 06-0566090

(5)UK Passport Treaty Number (if applicable): 13/M/61653/DTTP

Audit Requests: Soft copy toAuditConfirms.PvtPlacements@metlife.comor hard copy to: Metropolitan Life Insurance Company, Attn: Private Placements Operations (ATTN: Audit Confirmations), 18210 Crane Nest Drive - 5^th Floor, Tampa, FL 33647

PRINCIPAL AMOUNT OF

SERIES 2016 NOTES TO BE PURCHASED

NAME AND ADDRESS OF PURCHASER                TRANCHE A    TRANCHE B

METLIFE INSURANCE K.K.                        $0        $5,400,000

4-1-3, Taihei, Sumida-ku

Tokyo, 130-0012 JAPAN

(Securities to be registered in the name of MetLife Insurance K.K.)

(1) All scheduled payments of principal and interest by wire transfer of immediately available funds to:

Bank Name:        Citibank New York

111 Wall Street, New York, New York 10005 (USA)

ABA Routing #:    021000089

Acct No./DDA:        30872002

Acct Name:        METLIFE PP USDF

Ref:            BME1RV691- Spire Inc, 3.11% due 7/31/2026

with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.

(2) All notices and communications:

Alico Asset Management Corp. (Japan) Administration Department

ARCA East 7F, 3-2-1 Kinshi

Sumida-ku, Tokyo 130-0013 Japan

Attention: Administration Dept. Manager

Email: saura@metlife.co.jp

With a copy to:

MetLife Insurance K.K.

c/o MetLife Investment Advisors, LLC

Investments, Private Placements

P.O. Box 1902, 10 Park Avenue

Morristown, New Jersey 07962-1902

Attention: Nancy Doyle, Director

Emails: PPUCompliance@metlife.com andndoyle@metlife.com

With another copy OTHER than with respect to deliveries of financial statements to:

MetLife Insurance K.K.

c/o MetLife Investment Advisors, LLC

P.O. Box 1902, 10 Park Avenue

Morristown, New Jersey 07962-1902

Attention: Chief Counsel-Investments Law (PRIV)

Email: sec invest law@metlife.com

(3) Original notes delivered to:

MetLife Insurance K.K.

c/o MetLife Investment Advisors, LLC

Investments Law

P.O. Box 1902, 10 Park Avenue

Morristown, New Jersey 07962-1902 Attention: Chiraag Kumar, Esq.

(4) Taxpayer I.D. Numbers: 98-1037269 (USA) and 00661996 (Japan)

(5) UK Passport Treaty Number (if applicable): 43/M/359828/DTTP

Audit Requests: Soft copy toAuditConfirms.PvtPlacements@metlife.comor hard copy to: Metropolitan Life Insurance Company, Attn: Private Placements Operations (ATTN: Audit Confirmations), 18210 Crane Nest Drive - 5^th Floor, Tampa, FL 33647

PRINCIPAL AMOUNT OF

SERIES 2016 NOTES TO BE PURCHASED

NAME AND ADDRESS OF PURCHASER                TRANCHE A    TRANCHE B

METLIFE INSURANCE K.K.                    $0        $3,600,000

4-1-3, Taihei, Sumida-ku

Tokyo, 130-0012 JAPAN

(Securities to be registered in the name of MetLife Insurance K.K.)

(1) All scheduled payments of principal and interest by wire transfer of immediately available funds to:

Bank Name:         Citibank New York

ABA Routing #:     021000089

DDA:            30857793

Account Name:     METLIFE PP JPYF

Ref:            BME1RV691- Spire Inc, 3.11% due 7/31/2026

with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.

(2) All notices and communications:

Alico Asset Management Corp. (Japan) Administration Department

ARCA East 7F, 3-2-1 Kinshi

Sumida-ku, Tokyo 130-0013 Japan

Attention: Administration Dept. Manager

Email: saura@metlife.co.jp

With a copy to:

MetLife Insurance K.K.

c/o MetLife Investment Advisors, LLC

Investments, Private Placements

P.O. Box 1902

10 Park Avenue

Morristown, New Jersey 07962-1902

Attention: Nancy Doyle, Director

Emails: PPUCompliance@metlife.com and ndoyle@metlife.com

With another copy OTHER than with respect to deliveries of financial statements to:

MetLife Insurance K.K.

c/o MetLife Investment Advisors, LLC

P.O. Box 1902

10 Park Avenue

Morristown, New Jersey 07962-1902

Attention: Chief Counsel-Investments Law (PRIV)

Email: sec invest law@metlife.com

(3) Original notes delivered to:

MetLife Insurance K.K.

c/o MetLife Investment Advisors, LLC

Investments Law

P.O. Box 1902

10 Park Avenue

Morristown, New Jersey 07962-1902

Attention: Chiraag Kumar, Esq.

(4) Taxpayer I.D. Numbers: 98-1037269 (USA) and 00661996 (Japan)

(5) UK Passport Treaty Number (if applicable): 43/M/359828/DTTP

Audit Requests: Soft copy toAuditConfirms.PvtPlacements@metlife.com or hard copy to: Metropolitan Life Insurance Company, Attn: Private Placements Operations (ATTN: Audit Confirmations), 18210 Crane Nest Drive - 5^th Floor, Tampa, FL 33647

PRINCIPAL AMOUNT OF

SERIES 2016 NOTES TO BE PURCHASED

NAME AND ADDRESS OF PURCHASER                TRANCHE A    TRANCHE B

LINCOLN BENEFIT LIFE COMPANY                $5,000,000    $0

5600 N. River Road

Columbia Centre 1, Suite 300

Rosemont, IL 60018

Securities to be registered in the name of Lincoln Benefit Life Company

(1) All scheduled payments of principal and interest by wire transfer of immediately available funds to:

Bank Name:     Citibank, N.A.

Location:    New York, NY

ABA:        021000089

A/C#:        36858201

A/C Name:    Insurance Concentration Account

FFC:        LBL Other Annuity - Other (MetL) AC#: 234076

Ref.:        Spire Inc, 2.49% due 9/1/2021

with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.

(2) All notices and communications:

Lincoln Benefit Life Company

c/o MetLife Investment Advisors, LLC

Investments, Private Placements

P.O. Box 1902, 10 Park Avenue

Morristown, New Jersey 07962-1902

Attention: Nancy Doyle, Director

Emails: PPUCompliance@metlife.com and ndoyle@metlife.com

With a copy OTHER than with respect to deliveries of financial statements to:

Lincoln Benefit Life Company

c/o MetLife Investment Advisors, LLC

P.O. Box 1902, 10 Park Avenue

Morristown, NJ 07962-1902

Attention: Chief Counsel-Investments Law (PRIV)

Email: sec invest law@metlife.com

and

Lincoln Benefit Life Company

5600 N. River Road

Columbia Centre 1, Suite 300

Rosemont, IL 60018

(3) Original notes delivered to: (Physical Note)

Citibank 908

DTC NY Window

55 Water Street, 3rd floor

New York, NY. 10041

A/c Number: LBL Other Life - Other (MetL) AC#: 234076

With COPIES OF THE NOTES emailed tockumar19@metlife.com

(4) Taxpayer I.D. Number: 47-0221457

UK Passport Treaty Number (if applicable): N/A

PRINCIPAL AMOUNT OF

SERIES 2016 NOTES TO BE PURCHASED

NAME AND ADDRESS OF PURCHASER                TRANCHE A    TRANCHE B

LINCOLN BENEFIT LIFE COMPANY                $2,000,000    $0

5600 N. River Road

Columbia Centre 1, Suite 300

Rosemont, IL 60018

Securities to be registered in the name of Lincoln Benefit Life Company

(1) All scheduled payments of principal and interest by wire transfer of immediately available funds to:

Bank Name:     Citibank, N.A.

Location:    New York, NY

ABA:        021000089

A/C#:        36858201

A/C Name:     Insurance Concentration Account

FFC:        LBL Surplus - Other (MetL) AC#: 234078

Ref.:        Spire Inc, 2.49% due 9/1/2021

with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.

(2) All notices and communications:

Lincoln Benefit Life Company

c/o MetLife Investment Advisors, LLC

Investments, Private Placements

P.O. Box 1902, 10 Park Avenue

Morristown, New Jersey 07962-1902

Attention: Nancy Doyle, Director

Emails: PPUCompliance@metlife.com and ndoyle@metlife.com

With a copy OTHER than with respect to deliveries of financial statements to:

Lincoln Benefit Life Company

c/o MetLife Investment Advisors, LLC

P.O. Box 1902, 10 Park Avenue

Morristown, NJ 07962-1902

Attention: Chief Counsel-Investments Law (PRIV)

Email: sec invest law@metlife.com

and

Lincoln Benefit Life Company

5600 N. River Road

Columbia Centre 1, Suite 300

Rosemont, IL 60018

(3) Original notes delivered to: (Physical Note)

Citibank 908

DTC NY Window

55 Water Street, 3rd floor

New York, NY. 10041

A/c Number: LBL Other Life - Other (MetL) AC#: 234078

With COPIES OF THE NOTES emailed tockumar19@metlife.com

(4) Taxpayer I.D. Number: 47-0221457

UK Passport Treaty Number (if applicable): N/A

PRINCIPAL AMOUNT OF

SERIES 2016 NOTES TO BE PURCHASED

NAME AND ADDRESS OF PURCHASER                TRANCHE A    TRANCHE B

LINCOLN BENEFIT LIFE COMPANY                $1,000,000    $0

5600 N. River Road

Columbia Centre 1, Suite 300

Rosemont, IL 60018

Securities to be registered in the name of Lincoln Benefit Life Company

(1) All scheduled payments of principal and interest by wire transfer of immediately available funds to:

Bank Name:     Citibank, N.A.

Location:    New York, NY

ABA:        021000089

A/C#:        36858201

A/C Name:     Insurance Concentration Account

FFC:        LBL ModCo Annuity - Other (MetL) AC#: 234074

Ref.:        Spire Inc, 2.49% due 9/1/2021

with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.

(2) All notices and communications:

Lincoln Benefit Life Company

c/o MetLife Investment Advisors, LLC

Investments, Private Placements

P.O. Box 1902, 10 Park Avenue

Morristown, New Jersey 07962-1902

Attention: Nancy Doyle, Director

Emails: PPUCompliance@metlife.com and ndoyle@metlife.com

With a copy OTHER than with respect to deliveries of financial statements to:

Lincoln Benefit Life Company

c/o MetLife Investment Advisors, LLC

P.O. Box 1902, 10 Park Avenue

Morristown, NJ 07962-1902

Attention: Chief Counsel-Investments Law (PRIV)

Email: sec invest law@metlife.com

and

Lincoln Benefit Life Company

5600 N. River Road

Columbia Centre 1, Suite 300

Rosemont, IL 60018

(3) Original notes delivered to: (Physical Note)

Citibank 908

DTC NY Window

55 Water Street, 3rd floor

New York, NY. 10041

A/c Number: LBL Other Life - Other (MetL) AC#: 234074

With COPIES OF THE NOTES emailed to ckumar19@metlife.com

(4) Taxpayer I.D. Number: 47-0221457

(5) UK Passport Treaty Number (if applicable): N/A

PRINCIPAL AMOUNT OF

SERIES 2016 NOTES TO BE PURCHASED

NAME AND ADDRESS OF PURCHASER                TRANCHE A    TRANCHE B

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY 720 East Wisconsin Avenue Milwaukee, WI 53202 Attention: Securities Department $0 $19,800,000

I. All payments on account of Notes held by such Purchaser shall be made by wire transfer of immediately available funds, providing sufficient information to identify the source of the transfer, the amount of the dividend and/or redemption (as applicable) and the identity of the security as to which payment is being made.

Please contact our Treasury & Investment Operations Department to securely obtain wire transfer instructions for The Northwestern Mutual Life Insurance Company.

E-mail: payments@northwesternmutual.com

Phone: (414) 665-1679

II. All notices with respect to confirmation of payments on account of the Notes shall be delivered or mailed to:

The Northwestern Mutual Life Insurance Company

720 East Wisconsin Avenue

Milwaukee, WI 53202

Attention: Investment Operations

E-mail:payments@northwesternmutual.com

Phone: (414) 665-1679

III. All other communications shall be delivered or mailed to:

The Northwestern Mutual Life Insurance Company

720 East Wisconsin Avenue Milwaukee, WI 53202

Attention: Securities Department

E-mail: privateinvest@northwesternmutual.com

Facsimile: (414) 665- 7124

IV. Address for delivery of Notes and closing documents:

The Northwestern Mutual Life Insurance Company

720 East Wisconsin Avenue

Milwaukee, WI 53202

Attention: Anne T. Brower

V. Tax Identification No.: 39-0509570

PRINCIPAL AMOUNT OF

SERIES 2016 NOTES TO BE PURCHASED

NAME AND ADDRESS OF PURCHASER                TRANCHE A    TRANCHE B

THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY FOR ITS GROUP ANNUITY SEPARATE ACCOUNT 720 East Wisconsin Avenue Milwaukee, WI 53202 Attention: Securities Department                   $0 $200,000

I. All payments on account of Notes held by such Purchaser shall be made by wire transfer of immediately available funds, providing sufficient information to identify the source of the transfer, the amount of the dividend and/or redemption (as applicable) and the identity of the security as to which payment is being made.

Please contact our Treasury & Investment Operations Department to securely obtain wire transfer instructions for The Northwestern Mutual Life Insurance Company for its Group Annuity Separate Account.

E-mail:payments@northwesternmutual.com

Phone: (414) 665-1679

II. All notices with respect to confirmation of payments on account of the Notes shall be delivered or mailed to:

The Northwestern Mutual Life Insurance Company

for its Group Annuity Separate Account

720 East Wisconsin Avenue

Milwaukee, WI 53202

Attention: Investment Operations

E-mail:payments@northwesternmutual.com

Phone: (414) 665-1679

III. All other communications shall be delivered or mailed to:

The Northwestern Mutual Life Insurance Company

for its Group Annuity Separate Account

720 East Wisconsin Avenue

Milwaukee, WI 53202

Attention: Securities Department

E-mail: privateinvest@northwesternmutual.com

Facsimile: (414) 665-7124

IV. Address for delivery of Notes and closing documents:

The Northwestern Mutual Life Insurance Company

720 East Wisconsin Avenue

Milwaukee, WI 53202

Attention: Anne T. Brower

V. Tax Identification No.: 39-0509570

PRINCIPAL AMOUNT OF

SERIES 2016 NOTES TO BE PURCHASED

NAME AND ADDRESS OF PURCHASER                TRANCHE A    TRANCHE B

VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY c/o Voya Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Private Placements             $0 6,750,000

(1)All payments on account of Notes held by such purchaser should be made by wire transfer of immediately available funds for credit to:

The Bank of New York Mellon

ABA#: 021000018

For scheduled principal and interest payments:

BNF: GLA111566

Attn: Income Collection Department

For further credit to: VOYA Retiremt Ins and Ann Co/Acct. 216101

Reference: [insert CUSIP]

For all payments other than scheduled principal and interest:

Account Number: 2161018400

Account Name: VOYA Retiremt Ins and Ann Co

Reference: [insert CUSIP]

Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is made, and the due date and application (as among principal, premium and interest) of the payment being made.

(2)Address for all notices relating to payments:

Voya Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, GA 30327-4347

Attn: Operations/Settlements

Email: VoyaIMCashOperations@Voya.com

(3) Address for all other communications and notices:

Voya Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, GA 30327-4347

Attn: Private Placements

Fax: (770) 690-5342

Email: Private.Placements@Voya.com

(4) Tax Identification No.: 71-0294708

PRINCIPAL AMOUNT OF

SERIES 2016 NOTES TO BE PURCHASED

NAME AND ADDRESS OF PURCHASER                TRANCHE A    TRANCHE B

VOYA INSURANCE AND ANNUITY COMPANY c/o Voya Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Private Placements                   $0 $4,000,000

(1)All payments on account of Notes held by such purchaser should be made by wire transfer of immediately available funds for credit to:

The Bank of New York Mellon ABA#: 021000018

For scheduled principal and interest payments:

BNF: GLA111566

Attn: Income Collection Department

For further credit to: Voya Ins and Ann Co GEN AC/Acct. 136373

Reference: [insert CUSIP]

For all payments other than scheduled principal and interest:

Account Number: 1363738400

Account Name: Voya Ins and Ann Co GEN AC

Reference: [insert CUSIP]

Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is made, and the due date and application (as among principal, premium and interest) of the payment being made.

(2)Address for all notices relating to payments:

Voya Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, GA 30327-4347

Attn: Operations/Settlements

Email: VoyaIMCashOperations@Voya.com

(3)     Address for all other communications and notices:

Voya Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, GA 30327-4347

Attn: Private Placements

Fax: (770) 690-5342

Email: Private.Placements@Voya.com

(4)    Tax Identification No.: 41-0991508

PRINCIPAL AMOUNT OF

SERIES 2016 NOTES TO BE PURCHASED

NAME AND ADDRESS OF PURCHASER                TRANCHE A    TRANCHE B

VOYA INSURANCE AND ANNUITY COMPANY c/o Voya Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Private Placements                    $0 $2,000,000

(1) All payments on account of Notes held by such purchaser should be made by wire transfer of immediately available funds for credit to:

The Bank of New York Mellon

ABA#: 021000018

For scheduled principal and interest payments:

BNF: GLA111566

Attn: Income Collection Department

For further credit to: VOYA Ins and Ann Co-SLDI/Acct. 179369

Reference: [insert CUSIP]

For all payments other than scheduled principal and interest:

Account Number: 1793698400

Account Name: VOYA Ins and Ann Co-SLDI

Reference: [insert CUSIP]

Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is made, and the due date and application (as among principal, premium and interest) of the payment being made.

(2) Address for all notices relating to payments:

Voya Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, GA 30327-4347

Attn: Operations/Settlements

Email: VoyaIMCashOperations@Voya.com

with a copy to:

The Bank of New York Mellon

Insurance Trust Department

101 Barclay 8 West

New York, NY 10286

Attn: Bailey Eng (baileyeng@bankofny.com)

(3) Address for all other communications and notices:

Voya Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, GA 30327-4347

Attn: Private Placements

Fax: (770) 690-5342

Email: Private.Placements@Voya.com

(4) Tax Identification No.: 41-0991508

PRINCIPAL AMOUNT OF

SERIES 2016 NOTES TO BE PURCHASED

NAME AND ADDRESS OF PURCHASER                TRANCHE A    TRANCHE B

RELIASTAR LIFE INSURANCE COMPANY c/o Voya Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Private Placements                   $0 $1,750,000

(1) All payments on account of Notes held by such purchaser should be made by wire transfer of immediately available funds for credit to:

The Bank of New York Mellon

ABA#: 021000018

For scheduled principal and interest payments:

BNF: GLA111566

Attn: Income Collection Department

For further credit to: RLIC/Acct. 187035 Reference: [insert CUSIP]

For all payments other than scheduled principal and interest:

Account Number: 1870358400

Account Name: RLIC

Reference: [insert CUSIP]

Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is made, and the due date and application (as among principal, premium and interest) of the payment being made.

(2) Address for all notices relating to payments:

Voya Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, GA 30327-4347

Attn: Operations/Settlements

Email: VoyaIMCashOperations@Voya.com

(3) Address for all other communications and notices:

Voya Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, GA 30327-4347

Attn: Private Placements

Fax: (770) 690-5342

Email: Private.Placements@Voya.com

(4) Tax Identification No.: 41-0451140

PRINCIPAL AMOUNT OF

SERIES 2016 NOTES TO BE PURCHASED

NAME AND ADDRESS OF PURCHASER                TRANCHE A    TRANCHE B

SECURITY LIFE OF DENVER INSURANCE COMPANY c/o Voya Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Private Placements         $0 $500,000

(1) All payments on account of Notes held by such purchaser should be made by wire transfer of immediately available funds for credit to:

The Bank of New York Mellon

ABA#: 021000018

For scheduled principal and interest payments:

BNF: GLA111566

Attn: Income Collection Department

For further credit to: SLD/Acct. 178157 Reference: [insert CUSIP]

For all payments other than scheduled principal and interest:

Account Number: 1781578400

Account Name: SLD

Reference: [insert CUSIP]

Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is made, and the due date and application (as among principal, premium and interest) of the payment being made.

(2) Address for all notices relating to payments:

Voya Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, GA 30327-4347

Attn: Operations/Settlements

Email: VoyaIMCashOperations@Voya.com

(3) Address for all other communications and notices:

Voya Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, GA 30327-4347

Attn: Private Placements

Fax: (770) 690-5342

Email: Private.Placements@Voya.com

(4) Tax Identification No.: 84-0499703

PRINCIPAL AMOUNT OF

SERIES 2016 NOTES TO BE PURCHASED

NAME AND ADDRESS OF PURCHASER            TRANCHE A         TRANCHE B

STATE STREET BANK AND TRUST COMPANY, AS TRUSTEE OF THE UNITED TECHNOLOGIES CORPORATION EMPLOYEE SAVINGS PLAN MASTER TRUST c/o Voya Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Private Placements $2,000,000 $0

(1) All payments related to scheduled and unscheduled principal and interest, premiums and fees on account of Note held by such purchaser should be made by wire transfer of immediately available funds for credit to:

State Street Bank and Trust Company

ABA# 011000028

Account No. 10100485

Account Name: United Technologies Corporation Employee Savings Plan Master Trust

Reference: BBIM

Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Note on account of which such payment is made, and the due date and application (as among principal, interest, premiums and fees) of the payment being made.

(2) Address for all notices relating to payments:

State Street Bank and Trust company

1200 Crown Colony Drive-Mailstop CC1 5N

Quincy, MA 02169

Attention: Glenn Charbonneau

Phone: (617) 537-0180

Email: gccharbonneau@statestreet.com

With a copy to:

Voya Investment Management Co. LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347

Attn: Private Placements

Fax: (770) 690-5342

Email: Private.Placements@Voya.com

(3) Address for all other communications and notices:

Voya Investment Management Co. LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, GA 30327-4347

Attn: Private Placements

Fax: (770) 690-5342

E-Mail: Private.Placements@Voya.com

(4) Tax Identification No.: 13-2950148

PRINCIPAL AMOUNT OF

SERIES 2016 NOTES TO BE PURCHASED

NAME AND ADDRESS OF PURCHASER                TRANCHE A     TRANCHE B

AETNA 401(K) MASTER TRUST c/o Voya Investment Management LLC 5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347 Attn: Private Placements   $1,000,000 $0

(1)All payments related to scheduled and unscheduled principal and interest, premiums and fees on account of Notes held by such purchaser should be made by wire transfer of immediately available funds for credit to:

The Bank of New York Mellon

ABA#: 011001234

DDA A/C # 125261

Attn: MBS Income, Cost Center 1253

Account ISVF00070002

Reference: [insert CUSIP]

Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is made, and the due date and application (as among principal, interest, premiums and fees) of the payment being made.

(2)Address for all notices relating to payments:

BNYM Mellon Asset Servicing

11486 Corporate Blvd., Suite 200

Orlando, FL 32817-8371

Attn: Operations/Settlements

E-mail: VoyaTradeSupport@bnymellon.com

(3)Address for all other communications and notices:

Voya Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, GA 30327-4347

Attn: Private Placements

E-mail: private.placements@voya.com

Fax: (770) 690-5342

(4)Tax Identification No.: 47-1072807

PRINCIPAL AMOUNT OF

SERIES 2016 NOTES TO BE PURCHASED

NAME AND ADDRESS OF PURCHASER                 TRANCHE A TRANCHE B

PRINCIPAL LIFE INSURANCE COMPANY c/o Principal Global Investors, LLC ATTN: Fixed Income Private Placements 711 High Street Des Moines, IA 50392-0800 $6,500,000 $4,000,000 $ 500,000 $ 500,000 $ 500,000 $ 500,000 $ 250,000 $ 250,000 $ 250,000 $ 250,000 $0

NOTES ARE TO BE REGISTERED IN THE NAME OF: PRINCIPAL LIFE INSURANCE COMPANY

All payments on account of the Notes to be made by 12:00 noon (New York City time) by wire transfer of immediately available funds to:

Citibank, N.A.

New York, NY 10022

ABA No.: 021000089

For credit to Principal Life Insurance Company

Account No.: 36274409

FFC: 208046

Attn: (cusip number - Spire Inc)

With sufficient information (including Cusip number, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of such funds.

All Notices to:

Principal Global Investors, LLC

ATTN: Fixed Income Private Placements

711 High Street

Des Moines, IA 50392-0800

and via Email:Privateplacements2@exchange.principal.com

With a copy of any notices related to scheduled payments, prepayments, rate reset notices to:

Principal Global Investors, LLC

Attn: Investment Accounting Fixed Income Securities

711 High Street

Des Moines, Iowa 50392-0960

Tax Identification No.: 42-0127290

Upon closing, deliver original Notes to:

Citibank NA

399 Park Avenue

Level B Vault

New York, NY 10022

Attn: Keith Whyte

212-559-1207

(cusip number - Spire Inc)

** PLEASE MAKE SURE CUSIP NUMBER AND FFC: 208046 IS ON THE COVER PACKAGE OR CITIBANK WILL RETURN THE PACKAGE

With a pdf copy to: Sally D. Sorensen [sorensen.sally.d@principal.com]

PRINCIPAL AMOUNT OF

SERIES 2016 NOTES TO BE PURCHASED

NAME AND ADDRESS OF PURCHASER                TRANCHE A     TRANCHE B

PRINCIPAL LIFE INSURANCE COMPANY c/o Principal Global Investors, LLC ATTN: Fixed Income Private Placements 711 High Street, G-26 Des Moines, IA 50392-0800 $1,000,000 $0

NOTES ARE TO BE REGISTERED IN THE NAME OF: PRINCIPAL LIFE INSURANCE COMPANY

All payments on account of the Notes to be made by 12:00 noon (New York City time) by wire transfer of immediately available funds to:

Citibank, N.A.

New York, NY

ABA No.: 021000089

For credit to Principal Life Insurance Company

Account No.: 36274409

FFC: 203898

Attn: (cusip number - Spire Inc)

With sufficient information (including Cusip number, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of such funds.

All Notices to:

Principal Global Investors, LLC

ATTN: Fixed Income Private Placements

711 High Street, G-26

Des Moines, IA 50392-0800

and via Email:Privateplacements2@exchange.principal.com

With a copy of any notices related to scheduled payments, prepayments, rate reset notices to:

Principal Global Investors, LLC

Attn: Investment Accounting Fixed Income Securities

711 High Street

Des Moines, Iowa 50392-0960

Tax Identification No.: 42-0127290

Upon closing, deliver original Notes to:

Citibank NA

399 Park Avenue

Level B Vault

New York, NY 10022

Attn: Keith Whyte

212-559-1207

(cusip number - Spire Inc)

** PLEASE MAKE SURE CUSIP NUMBER AND FFC 203898 ARE ON THE COVER PACKAGE OR CITIBANK WILL RETURN THE PACKAGE

With a pdf copy to: Sally D. Sorensen [sorensen.sally.d@principal.com]

PRINCIPAL AMOUNT OF

SERIES 2016 NOTES TO BE PURCHASED

NAME AND ADDRESS OF PURCHASER                TRANCHE A TRANCHE B

PRINCIPAL LIFE INSURANCE COMPANY ON BEHALF   OF ONE OR MORE SEPARATE ACCOUNTS c/o Principal Global Investors, LLC ATTN: Fixed Income Private Placements 711 High Street, G-26 Des Moines, IA 50392-0800 $500,000 $0

NOTES ARE TO BE REGISTERED IN THE NAME OF: PRINCIPAL LIFE INSURANCE COMPANY ON BEHALF OF ONE OR MORE SEPARATE ACCOUNTS

All payments on account of the Notes to be made by 12:00 noon (New York City time) by wire transfer of immediately available funds to:

Citibank, N.A.

New York, NY 10022

ABA No.: 021000089

For credit to Principal Life Insurance Company

Account No.: 36274409

FFC: 208048

Attn: (cusip number - Spire Inc)

With sufficient information (including Cusip number, interest rate, maturity date, interest amount, principal amount and premium amount, if applicable) to identify the source and application of such funds.

All Notices to:

Principal Global Investors, LLC

ATTN: Fixed Income Private Placements

711 High Street, G-26

Des Moines, IA 50392-0800

and via Email:Privateplacements2@exchange.principal.com

With a copy of any notices related to scheduled payments, prepayments, rate reset notices to:

Principal Global Investors, LLC

Attn: Investment Accounting Fixed Income Securities

711 High Street

Des Moines, Iowa 50392-0960

Tax Identification No.: 42-0127290

Upon closing, deliver original Notes to:

Citibank NA

399 Park Avenue

Level B Vault

New York, NY 10022

Attn: Keith Whyte

212-559-1207

(cusip number - Spire Inc)

** PLEASE MAKE SURE CUSIP NUMBER AND FFC: 208048 IS ON THE COVER PACKAGE OR CITIBANK WILL RETURN THE PACKAGE

With a pdf copy to: Sally D. Sorensen [sorensen.sally.d@principal.com]

PRINCIPAL AMOUNT OF

SERIES 2016 NOTES TO BE PURCHASED

NAME AND ADDRESS OF PURCHASER                TRANCHE A      TRANCHE B

THRIVENT FINANCIAL FOR LUTHERANS Attn: Investment Division-Private Placements 625 Fourth Avenue South Minneapolis, MN 55415 $0 $15,000,000

Payments to:

ABA # 011000028

State Street Bank & Trust Co.

DDA # A/C - 6813-049-1

Fund Number: NCE1

Fund Name: Thrivent Financial for Lutherans

All payments must include the following information:

Security Description

Private Placement Number

Reference Purpose of Payment

Interest and/or Principal Breakdown

Notices of payments and written confirmation of such wire transfers to:

Investment Division-Private Placements

Attn: Allen Stoltman

Thrivent Financial for Lutherans

625 Fourth Avenue South

Minneapolis, MN 55415

Fax: (612) 844-4027

Email: privateinvestments@thrivent.com

With a copy to:

Attn: Jeremy Anderson or Harmon Bergenheier

Thrivent Financial for Lutherans

625 Fourth Avenue South

Minneapolis, MN 55415

Email: boxprivateplacement@thrivent.com

All other communications to:

Thrivent Financial for Lutherans

Attn: Investment Division-Private Placements

625 Fourth Avenue South

Minneapolis, MN 55415

Fax: (612) 844-4027

Email: privateinvestments@thrivent.com

Name of Nominee in which notes are to be issued:

None

Taxpayer ID Number(s):

Thrivent Financial for Lutherans 39-0123480

Private Placement Notes sent to:

DTCC

Newport Office Center

570 Washington Blvd

Jersey City, NJ 07310

Attn: 5th floor / NY Window / Robert Mendez

Ref: State Street Account

Fund Name: Thrivent Financial for Lutherans

Fund Number: NCE1

With a .pdf copy to: Lisa Corbinlisa.corbin@thrivent.com

PRINCIPAL AMOUNT OF

SERIES 2016 NOTES TO BE PURCHASED

NAME AND ADDRESS OF PURCHASER                TRANCHE A    TRANCHE B

AXA EQUITABLE LIFE INSURANCE COMPANY            $0        $13,000,000

525 Washington Blvd., 34th Floor

Jersey City, New Jersey 07310

Account (s):     AXA Equitable Life Insurance Company

IRS Employer Identification Number: 13-557-0651

Delivery Instructions

for direct private placement purchases notes issued in the name of AXA Equitable Life Insurance Company:

Name and Address of Purchaser

AXA Equitable Life Insurance Company

525 Washington Blvd., 34th Floor

Jersey City, New Jersey 07310

Attention: Lynn Garofalo

Telephone Number: (201) 743-6634

Manner of Payments and Notices:

All payments shall be made by wire transfer of immediately available funds to:

JP Morgan Chase

Account (s): AXA Equitable Life Insurance Company

4 Chase Metrotech Center

Brooklyn, New York 11245

ABA No.: 021-000021

Bank Account: 037-2-413336

Custody Account: G04657

Face Amount of $13,000,000.00

Reference: Spire Inc.

Each such wire shall show the name of the Company, the Private Placement Number, the due date of the payment being made and, if such payment is a final payment.

Notices of Payments and Written Confirmations:

All notices of payments and written confirmations of wire transfers should be sent to:

AXA Equitable Life Insurance Company

C/O AllianceBernstein LP

1345 Avenue of the Americas

37th Floor

New York, New York 10105

Attention: Cosmo Valente / Mike Maher / Mei Wong

Telephone: 212/969-6384 / 212-823-2873 / 212-969-2112

Email: cosmo.valente@abglobal.com

michael.maher@abglobal.com

mei.wong@abglobal.com

Address for all other communications:

AXA Equitable Life Insurance Company

C/O AllianceBernstein LP

1345 Avenue of the Americas, 37th Floor

New York, NY 10105

Attention: Terry McCarthy

Telephone: 212-969-1350

Email: terry.mccarthy@abglobal.com

Group Email: ABPPCompliance@abglobal.com

PRINCIPAL AMOUNT OF

SERIES 2016 NOTES TO BE PURCHASED

NAME AND ADDRESS OF PURCHASER                TRANCHE A    TRANCHE B

THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA 7 Hanover Square New York, NY 10004-2616 $5,000,000 $0

Notes to be registered in the name of:

The Guardian Life Insurance Company of America

TAX ID NO. 13-5123390

And deliver to:

JP Morgan Chase Bank, N.A.

4 Chase Metrotech Center - 3^rd Floor

Brooklyn, NY 11245-0001

Reference A/C #G04157, Guardian Life (PRIF-FA)

Payment by wire to:

P Morgan Chase

FED ABA #021000021 Chase/NYC/CTR/BNF

A/C 900-9-000200

Reference A/C #G04157, Guardian Life (PRIF-FA), CUSIP # , Spire Inc.

Address for all communications and notices:

The Guardian Life Insurance Company of America

7 Hanover Square

New York, NY 10004-2616

Attn: Amy Carroll

Investment Department 9-A

FAX # (212) 919-2658

Email address: amy_carroll@glic.com

PRINCIPAL AMOUNT OF

SERIES 2016 NOTES TO BE PURCHASED

NAME AND ADDRESS OF PURCHASER                TRANCHE A    TRANCHE B

THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA 7 Hanover Square New York, NY 10004-2616 $0 $7,000,000

Notes to be registered in the name of:

The Guardian Life Insurance Company of America

TAX ID NO. 13-5123390

And deliver to:

JP Morgan Chase Bank, N.A.

4 Chase Metrotech Center - 3^rd Floor

Brooklyn, NY 11245-0001

Reference A/C #G05978, Guardian Life (PRIF-W)

Payment by wire to:

JP Morgan Chase

FED ABA #021000021 Chase/NYC/CTR/BNF

A/C 900-9-000200

Reference A/C #G05978, Guardian Life (PRIF-W), CUSIP # , Spire Inc.

Address for all communications and notices:

The Guardian Life Insurance Company of America

7 Hanover Square

New York, NY 10004-2616

Attn: Amy Carroll

Investment Department 9-A

FAX # (212) 919-2658

Email address: amy_carroll@glic.com

PRINCIPAL AMOUNT OF

SERIES 2016 NOTES TO BE PURCHASED

NAME AND ADDRESS OF PURCHASER                TRANCHE A    TRANCHE B

LIFE INSURANCE COMPANY OF NORTH AMERICA c/o Cigna Investments, Inc. Wilde Building, A5PRI 900 Cottage Grove Road Bloomfield, Connecticut 06002 Attention: Fixed Income Securities E-Mail: CIMFixedIncomeSecurities@Cigna.com             $0 $7,000,000

Name in Which Instrument is to be Registered	CIG & Co.
Payment on Account of Instrument	By Federal Funds Wire Transfer (without deduction for wiring fees) to
	J.P. Morgan Chase Bank
	BNF=CIGNA Private Placements/AC=9009001802
	ABA# 021000021
Accompanying Information	OBI=Spire Inc.; Series 2016 Tranche B Notes; 3.11% due 2026; PPN/CUSIP
Address for Notices Related to Payments	CIG & Co. c/o Cigna Investments, Inc.
	Attention: Fixed Income Securities
	Wilde Building, A5PRI
	900 Cottage Grove Rd
	Bloomfield, Connecticut 06002
	E-Mail: CIMFixedIncomeSecurities@Cigna.com
Address for All Other	CIG & Co.
Notices	c/o Cigna Investments, Inc.
	Attention: Fixed Income Securities
	Wilde Building, A5PRI
	900 Cottage Grove Rd
	Bloomfield, Connecticut 06002
	E-Mail: CIMFixedIncomeSecurities@Cigna.com

Tax Identification Number      13-3574027 (for CIG & Co.)

Original Notes should be delivered to:

J.P. Morgan Chase Bank, N.A.

4 Chase Metrotech Center

3rd Floor (for overnight or US mail)

1st Floor, Window 5 (for messengers/walk up -

use Willoughby St. Entrance)

Brooklyn, New York 11245-0001

Attn: Physical Receive Department

718-242-0264

together with Transmittal of Securities Custodian Form

Additionally, a copy of each security, together with a copy of the Transmittal of Securities Custodian Form should be sent to the attention of Kari Comfry of Cigna.

PRINCIPAL AMOUNT OF

SERIES 2016 NOTES TO BE PURCHASED

NAME AND ADDRESS OF PURCHASER                TRANCHE A    TRANCHE B

CIGNA HEALTH AND LIFE INSURANCE COMPANY c/o Cigna Investments, Inc. Wilde Building, A5PRI 900 Cottage Grove Road Bloomfield, Connecticut 06002 Attention: Fixed Income Securities E-Mail: CIMFixedIncomeSecurities@Cigna.com              $0 $1,500,000                                           $500,000

Name in Which Instrument is to be Registered	CIG & Co.
Payment on Account of Instrument	By Federal Funds Wire Transfer (without deduction for wiring fees) to
	J.P. Morgan Chase Bank
	BNF=CIGNA Private Placements/AC=9009001802
	ABA# 021000021
Accompanying Information	OBI=Spire Inc.; Series 2016 Tranche B Notes; 3.11% due 2026; PPN/CUSIP
Address for Notices Related to Payments	CIG & Co. c/o Cigna Investments, Inc.
	Attention: Fixed Income Securities
	Wilde Building, A5PRI
	900 Cottage Grove Rd
	Bloomfield, Connecticut 06002
	E-Mail: CIMFixedIncomeSecurities@Cigna.com
Address for All Other	CIG & Co.
Notices	c/o Cigna Investments, Inc.
	Attention: Fixed Income Securities
	Wilde Building, A5PRI
	900 Cottage Grove Rd
	Bloomfield, Connecticut 06002
	E-Mail: CIMFixedIncomeSecurities@Cigna.com

Tax Identification Number 13-3574027 (for CIG & Co.)

Original Notes should be delivered to:

J.P. Morgan Chase Bank, N.A.

4 Chase Metrotech Center

3rd Floor (for overnight or US mail)

1st Floor, Window 5 (for messengers/walk up -

use Willoughby St. Entrance)

Brooklyn, New York 11245-0001

Attn: Physical Receive Department

718-242-0264

together with Transmittal of Securities Custodian Form

Additionally, a copy of each security, together with a copy of the Transmittal of Securities Custodian Form should be sent to the attention of Kari Comfry of Cigna.

PRINCIPAL AMOUNT OF

SERIES 2016 NOTES TO BE PURCHASED

NAME AND ADDRESS OF PURCHASER                TRANCHE A    TRANCHE B

MODERN WOODMEN OF AMERICA                $0         $6,000,000

Attn: Investment Accounting Department

1701 First Avenue

Rock Island, IL 61201

(1) All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:

The Northern Trust Company

50 South LaSalle Street

Chicago, IL 60675

ABA No. 071-000-152

Account Name: Modern Woodmen of America

Account No. 84352

Each such wire transfer shall set forth the name of the Company, the full title (including the applicable coupon rate and final maturity date) of the Notes, a reference to PPN No. ___________________ and the due date and application (as among principal, premium and interest) of the payment being made.

(2) Address for all notices relating to payments:

Modern Woodmen of America

Attn: Investment Accounting Department

1701 First Avenue

Rock Island, IL 61201

Fax: (309) 793-5688

(3) Address for all other communications and notices:

Modern Woodmen of America

Attn: Investment Department

1701 First Avenue

Rock Island, IL 61201

investments@modern-woodmen.org

Fax: (309) 793-5574

(4) Tax Identification Number:

36-1493430

(5)    DTTP Number: (Double Taxation Treaty Passport-U.K.)

13/A/30024/DTTP

(Passport valid until June 22, 2020)

PRINCIPAL AMOUNT OF

SERIES 2016 NOTES TO BE PURCHASED

NAME AND ADDRESS OF PURCHASER                TRANCHE A    TRANCHE B

AMERITAS LIFE INSURANCE CORP. c/o Ameritas Investment Partners, Inc. Attn: Private Placements 390 North Cotner Blvd. Lincoln, NE 68505 $0 $3,500,000

1) All payments by wire transfer of immediately available funds to:

JPMorgan Chase Bank

ABA #021-000-021

DDA Clearing Account: 9009002859

Further Credit - Custody Fund P72220 for Ameritas Life Insurance Corp.

Reference: CUSIP; Issue name and source/application of funds (P&I, etc.)

2) All notices of payments and written confirmations of such wire transfers sent to:

Ameritas Life Insurance Corp.

1876 Waycross Rd

Cincinnati, OH 45240

ATTN: Patty Dearing

Fax #: (513) 595-2926

3) All other communications sent to:

Ameritas Life Insurance Corp.

Ameritas Investment Partners, Inc.

ATTN: Private Placements

390 North Cotner Blvd.

Lincoln, NE 68505

Contacts:    Joe Mick

Tel: 402-467-7471

Fax: 402-467-6980

Email: Joe.Mick@Ameritas.com

4) Delivery of certificates by registered mail to:

JPMorgan Chase Bank, N.A.

4 Chase Metrotech Center, 3rd Floor

Brooklyn, NY 11245-0001

ATTN: Physical Receive Department

REF: Account P72220

REF: Ameritas Life Insurance Corp.

To be registered in the nominee of CUDD & CO. for the benefit of Ameritas Life Insurance Corp. (Nominee Tax ID 13-6022143)

AND

Copy of Certificates sent to Joe Mick, Ameritas Investment Partners, Inc., per above

PRINCIPAL AMOUNT OF

SERIES 2016 NOTES TO BE PURCHASED

NAME AND ADDRESS OF PURCHASER                TRANCHE A    TRANCHE B

AMERITAS LIFE INSURANCE CORP. OF NEW YORK c/o Ameritas Investment Partners, Inc. Attn: Private Placements 390 North Cotner Blvd. Lincoln, NE 68505        $0 $1,500,000

1)All payments by wire transfer of immediately available funds to:

JPMorgan Chase Bank

ABA #021-000-021

DDA Clearing Account: 9009002859

Further Credit - Custody Fund P72225 for Ameritas Life Insurance Corp. of New York

Reference: CUSIP; Issue name and source/application of funds (P&I, etc.)

2)All notices of payments and written confirmations of such wire transfers to:

Ameritas Life Insurance Corp.

1876 Waycross Rd

Cincinnati, OH 45240

ATTN: Patty Dearing

Fax#: (513) 595-2926

3)All other communications sent to:

Ameritas Life Insurance Corp. of New York

Ameritas Investment Partners, Inc.

ATTN: Private Placements

390 North Cotner Blvd.

Lincoln, NE 68505

Contacts:    Joe Mick

Tel: 402-467-7471

Fax: 402-467-6980

Email: Joe.Mick@Ameritas.com

4)Delivery of certificates by registered mail:

JPMorgan Chase Bank

4 Chase Metrotech Center, 3^rd Floor

Brooklyn, NY 11245-0001

ATTN: Physical Receive Department

REF: Account P72225

REF: Ameritas Life Insurance Corp. of New York

To be registered in the nominee of CUDD & CO. for the benefit of Ameritas Life Insurance Corp. of New York (Nominee Tax ID 13-6022143)

AND

Copy of Certificates sent to Joe Mick, Ameritas Investment Partners, Inc., per above

PRINCIPAL AMOUNT OF

SERIES 2016 NOTES TO BE PURCHASED

NAME AND ADDRESS OF PURCHASER                TRANCHE A    TRANCHE B

THE STATE LIFE INSURANCE COMPANY c/o American United Life Insurance Company Attn: Mike Bullock, Securities Department One American Square, Suite 1017 Post Office Box 368 Indianapolis, IN 46206 mike.bullock@oneamerica.com $0 $5,000,000

The original note(s) should be sent to:

The Depository Trust Company

Attn: BNY Mellon/Branch Deposit Dept.

Acct # 343761 State Life, c/o AUL

570 Washington Blvd. - 5th Floor

Jersey City, NJ 07310

Payment:    Spire Inc. shall make payment of principal and interest on the note(s) in

immediately available funds by wire transfer to the following bank account:

THE STATE LIFE INSURANCE COMPANY

Bank of New York

ABA #: 021000018

Credit Account: GLA111566

Account Name: The State Life Insurance Company

Account #: 343761

P & I Breakdown: (Insert)

Re: (Insert CUSIP/PPN and credit name here)

Payments should contain sufficient information to identify the breakdown of principal and interest and should identify the full description of the note(s) and the payment date.

The United States Tax I.D. Number of The State Life Insurance Company is 35-0684263.

PRINCIPAL AMOUNT OF

SERIES 2016 NOTES TO BE PURCHASED

NAME AND ADDRESS OF PURCHASER                TRANCHE A    TRANCHE B

CMFG LIFE INSURANCE COMPANY c/o Members Capital Advisors, Inc. Attn: Private Placements 5910 Mineral Point Road Madison, WI 53705-4456              $0 $5,000,000

Nominee Name: TURNKEYS & CO

NOTE DELIVERY INSTRUCTIONS:

All Securities Being Purchased Should Be Registered In (See Nominee Name) and Notes

Delivered To:

DTCC

Newport Office Center

570 Washington Blvd

Jersey City, NJ 07310

5th floor / NY Window / Robert Mendez

FBO: State Street Bank & Trust for ZT1E

WIRING INSTRUCTIONS:

ABA: 011000028

Bank: State Street Bank

Account Name: CMFG Life Insurance Company

DDA #: 1662-544-4

REFERENCE FUND: ZT1E

Nominee Name: TURNKEYS & CO

CMFG Life Insurance Company TAX ID#: 39-0230590

TURNKEYS & CO TAX ID#: 03-0400481

All notices of payments, wires, audit confirmations, compliance and Financials shall be EMAILED to:

EMAIL: DS-PRIVATEPLACEMENTS@CUNAMUTUAL.COM

All Legal communication shall be EMAILED to:

EMAIL: DS-PRIVATEPLACEMENTS@CUNAMUTUAL.COM

EMAIL: RALPH.GUNDRUM@CUNAMUTUAL.COM

PRINCIPAL AMOUNT OF

SERIES 2016 NOTES TO BE PURCHASED

NAME AND ADDRESS OF PURCHASER                TRANCHE A    TRANCHE B

GENWORTH MORTGAGE INSURANCE CORPORATION c/o Genworth Financial, Inc. 3001 Summer Street, 4th Floor Stamford, CT 06905 Attention: Private Placements Phone Number: (203) 708-3300 Fax Number: (203) 708-3308 Email: GNW.privateplacements@genworth.com                $3,000,000 $0

Name of Purchaser:Genworth Mortgage Insurance Corporation

Tax ID Number:        31-0985858

Register in Nominee Name:     HARE & CO., LLC

Notices:

All notices and communications including original note agreement, conformed copy of the note agreement, amendment requests, financial statements and other general information to be addressed as follows:

Genworth Financial, Inc.

Account: Genworth Mortgage Insurance Corporation

3001 Summer Street, 4th Floor

Stamford, CT 06905

Attn: Private Placements

Telephone No: (203) 708-3300

Fax No: (203) 708-3308

If available, an electronic copy is additionally requested. Please send to the following e-mail

address: GNW.privateplacements@genworth.com

All corporate actions, including payments and prepayments, should be sent to the above

address with copies to:

Genworth Financial, Inc.

Account: Genworth Mortgage Insurance Corporation

3001 Summer Street

Stamford, CT 06905

Attn: Trade Operations

Telephone No: (203) 708-3300

Fax No: (203) 708-3308

If available, an electronic copy is additionally requested. Please send to the following e-mail

address: GNWInvestmentsOperations@genworth.com

Notices with respect to payments and written confirmation of each such payment, including

interest payments, redemptions, premiums, make wholes, and fees should also be addressed as

above with additional copies addressed to the following:

The Depository Trust Co

Income Collection Department

P.O. Box 19266

Newark, NJ 07195

Attn: Income Collection Department

Ref: GEMIC    GEMIC     ACCOUNT 142675 CUSIP/PPN & Security Description

P&I Contact: Purisima Teylan - (718) 315-3035

Payments:

All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds to:

The Depository Trust Co

ABA #:            021000018

Account #:        GLA111566

SWIFT Code:        IRVTUS3N

Acct Name:        Income Collection Dept

Attn:            Income Collection Department

Reference:        GEMIC    / GEMIC

Account #:        142675

CUSIP/PPN & Security Description, and Identify Principal & Interest Amounts

And By Email:treasppbkoffice@genworth.com

Fax:            (804) 662-7777

Physical Delivery of the Notes:

The Depository Trust Co

570 Washington Blvd

BNY Mellon /Branch Deposit Dept 5th FLR

Jersey City, NJ 07310

Ref: GEMIC    / GEMIC    Account # 142675

DTC Securities:

DTC #:        901

Agent ID #:     26500

Institutional ID: 26662

Account Name: GEMIC / GEMIC

Account #:    142675

PRINCIPAL AMOUNT OF

SERIES 2016 NOTES TO BE PURCHASED

NAME AND ADDRESS OF PURCHASER                TRANCHE A    TRANCHE B

GENWORTH LIFE AND ANNUITY INSURANCE COMPANY c/o Genworth Financial, Inc. 3001 Summer Street, 4th Floor Stamford, CT 06905 Attention: Private Placements Phone Number: (203) 708-3300 Fax Number: (203) 708-3308 Email: GNW.privateplacements@genworth.com               $0 $2,000,000

Name of Purchaser:Genworth Life and Annuity Insurance Company

Tax ID Number:        54-0283385

Register in Nominee Name:    HARE & CO., LLC

Notices:

All notices and communications including original note agreement, conformed copy of the note agreement, amendment requests, financial statements and other general information to be addressed as follows:

Genworth Financial, Inc.

Account: Genworth Life and Annuity Insurance Company

3001 Summer Street, 4th Floor

Stamford, CT 06905

Attn: Private Placements

Telephone No: (203) 708-3300

Fax No: (203) 708-3308

If available, an electronic copy is additionally requested. Please send to the following e-mail

address: GNW.privateplacements@genworth.com

All corporate actions, including payments and prepayments, should be sent to the above

address with copies to:

Genworth Financial, Inc.

Account: Genworth Life and Annuity Insurance Company

3001 Summer Street

Stamford, CT 06905

Attn: Trade Operations

Telephone No: (203) 708-3300

Fax No: (203) 708-3308

If available, an electronic copy is additionally requested. Please send to the following e-mail

address: GNWInvestmentsOperations@genworth.com

Notices with respect to payments and written confirmation of each such payment, including

interest payments, redemptions, premiums, make wholes, and fees should also be addressed as

above with additional copies addressed to the following:

The Bank of New York

Income Collection Department

P.O. Box 19266

Newark, NJ 07195

Attn: Income Collection Department

Ref: GLAIC    LARL9FW     Account 716311    CUSIP/PPN & Security Description

P&I Contact: Purisima Teylan - (718) 315-3035

Payments:

All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds to:

The Bank of New York

ABA #:            021000018

Account #:        GLA111566

SWIFT Code:        IRVTUS3N

Acct Name:        Income Collection Dept

Attn:            Income Collection Department

Reference:        GLAIC    / LARL9FW-I

Account #:        716311

CUSIP/PPN & Security Description, and Identify Principal & Interest Amounts

And By Email:treasppbkoffice@genworth.com

Fax:            (804) 662-7777

Physical Delivery of the Notes:

The Bank of New York

570 Washington Blvd

BNY Mellon /Branch Deposit Dept 5th FLR

Jersey City, NJ 07310

Ref: GLAIC / LARL9FW-I    Account # 716311

DTC Securities:

DTC #:            901

Agent ID #:        26500

Institutional ID:         26662

Account Name:     GLAIC    / LARL9FW-I

Account #:        716311

PRINCIPAL AMOUNT OF

SERIES 2016 NOTES TO BE PURCHASED

NAME AND ADDRESS OF PURCHASER                TRANCHE A    TRANCHE B

COUNTRY LIFE INSURANCE COMPANY                $0        $2,000,000

Attention: Investments

1705 N Towanda Avenue Bloomington, IL 61702

Name in Which Note is    COUNTRY LIFE INSURANCE COMPANY

Registered

Principal Amount    $2,000,000

Payment on Account of Note

Method Account Information Federal Funds Wire Transfer Northern Trust Chgo/Trust ABA Number 071000152 Wire Account Number 5186041000 SWIFT BIC: CNORUS44 For Further Credit to: 26-02712 Account Name: Country Life Insurance Company Representing P & I on (list security) [BANK]

Accompanying Information      Name of Company:

Description of Security:

PPN:

Due date and application (as among principal, premium and     interest) of the payment being made:

Address/Fax for Notices Related to Payments      Country Life Insurance Company      Attention: Investment Accounting     1705 N Towanda Avenue      Bloomington, IL 61702        Tel: (309) 821-6348        Fax: (309) 821-2800

Address/Fax for All Other Notices    Country Life Insurance Company    Attention: Investments    1705 N Towanda Avenue    Bloomington, IL 61702        Tel: (309) 821-6260        Fax: (309) 821-6301    PrivatePlacements@countryfinancial.com

Instructions re: Delivery of Notes The Northern Trust Company Trade Securities Processing C1N 801 South Canal Street Attn: 26-02712/Country Life Insurance Company Chicago, IL 60607 Include Acct # and Name in cover letter as well.

Tax Identification Number     37-0808781

PRINCIPAL AMOUNT OF

SERIES 2016 NOTES TO BE PURCHASED

NAME AND ADDRESS OF PURCHASER                TRANCHE A    TRANCHE B

STANDARD INSURANCE COMPANY                $1,000,000    $0

1100 SW Sixth Avenue, PL1A Portland, OR 97204

Name in which to register     HARE & Co.

Note(s)

Note Registration Number(s);

Principal Amount(s)         RA-__; $1,000,000

Payment on account of Note(s)

Method Account Information Federal Funds Wire Transfer Bank of New York ABA Number: 021000018 GLA111566 Account number: 3430878400 Account name: Standard Insurance Company

Ref: (see “Accompanying Information” below)

Accompanying information Name of Company: Spire Inc.

Description of Security: 2.49% Note due September 1 , 2021

PPN: [ ]

Due date and application (as among principal, interest and Make-Whole Amount) of the payment being made

Address / Fax # for notices related to payments Standard Insurance Company c/o Bank of New York Mellon Attention: Joanne Bucci - Client Service Insurance Custody P & I Department P.O. Box 19266 Newark, NJ 07195 Tel: (315) 414-3324 Fax:1-844-803-7567 with a copy to:

Standard Insurance Company

1100 SW Sixth Avenue, PL1A

Portland, OR 97204

Telephone (971) 321-8439

Attn: Kathy Wolf (IMGOPS@standard.com)

Fax: (971) 321-5890

Address / Fax # for all other notices Standard Insurance Company 1100 SW Sixth Avenue, PL1A Portland, OR 97204 Telephone (971) 321-8401    Attn: Zaur Akhriev Fax: (971) 321-5890

Instructions re Delivery of Notes   The Depository Trust Company   570 Washington Boulevard. -5th Floor   Jersey City, NJ 07310   Attn: BNY Mellon Branch Deposit Department   Account Name: Standard Insurance Company   Account: 343087 Ref: Standard Insurance Company #3430878400

with a copy to:

Standard Insurance Company

1100 SW Sixth Avenue, PL1A

Portland, OR 97204

Telephone: (971) 321-8439

Fax: (971) 321-5890

Attn: Kathy Wolf (IMGOPS@standard.com)

Tax identificaiton number        93-0242990

HMRC DT Treaty Pasort

Scheme                     [- ]

Tax Residence                United States of America

Swapped Note                No

DEFINED TERMS

As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

“Acquisition” means any transaction or series of related transactions, consummated on or after the date of this Agreement, by which the Company or any Subsidiary directly or indirectly (a) acquires all or substantially all of the assets comprising one or more business units of any other Person, whether through purchase of assets, merger or otherwise or (b) acquires (in one transaction or as the most recent transaction in a series of transactions) at least (i) a majority (in number of votes) of the stock and/or other Securities of a corporation having ordinary voting power for the election of directors (other than stock and/or other Securities having such power only by reason of the happening of a contingency), (ii) a majority (by percentage of voting power) of the outstanding partnership interests of a partnership, (iii) a majority (by percentage of voting power) of the outstanding membership interests of a limited liability company or (iv) a majority of the ownership interests in any organization or entity other than a corporation, partnership or limited liability company.

“Additional Notes” is defined in Section 1.3.

“Additional Purchasers” means purchasers of Additional Notes.

“Affiliate” means, at any time, and with respect to any Person, any other Person that at such time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person. As used in this definition, “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting Securities, by contract or otherwise. Unless the context otherwise clearly requires, any reference to an “Affiliate” is a reference to an Affiliate of the Company.

“Agreement” means this Note Purchase Agreement, including all Schedules and Exhibits attached hereto.

“Alagasco Loan Agreement” means that certain loan agreement, dated as of September 2, 2014, between Alabama Gas Corporation and Wells Fargo, as administrative agent, and several other participating banks.

“Anti-Corruption Laws” means any law or regulation in a U.S. or any non-U.S. jurisdiction regarding bribery or any other corrupt activity, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010.

“Anti-Money Laundering Laws” means any law or regulation in a U.S. or any non-U.S. jurisdiction regarding money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes, including the Currency and Foreign Transactions Reporting Act of 1970 (otherwise known as the Bank Secrecy Act) and the USA PATRIOT Act.

SCHEDULE B

(to Master Note Purchase Agreement)

“Applicable Interest Rate” means with respect to the Tranche A Notes and the Tranche B Notes, the applicable per annum interest rate set forth on Schedule C hereto.

“Applicable Regulatory Approvals” means the orders obtained in satisfaction of the requirements of Section 7.01(c) of the EnergySouth Acquisition Agreement.

“Blocked Person” means (a) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by OFAC, (b) a Person, entity, organization, country or regime that is blocked or a target of sanctions that have been imposed under U.S. Economic Sanctions Laws or (c) a Person that is an agent, department or instrumentality of, or is otherwise beneficially owned by, controlled by or acting on behalf of, directly or indirectly, any Person, entity, organization, country or regime described in clause (a) or (b).

“Business Day” means (a) for the purposes of Section 8.6 only, any day other than a Saturday, a Sunday or a day on which commercial banks in New York City are required or authorized to be closed, and (b) for the purposes of any other provision of this Agreement, any day other than a Saturday, a Sunday or a day on which commercial banks in New York, New York, or Saint Louis, Missouri are required or authorized to be closed.

“Called Principal” has the meaning (i) set forth in Section 8.6 with respect to any Series 2016 Note and (ii) set forth in the applicable Supplement with respect to any other Series of Notes.

“Capital Stock” means (a) with respect to any Person that is a corporation, any and all shares, interests or equivalents in Capital Stock (whether voting or nonvoting, and whether common or preferred) of such corporation, and (b) with respect to any Person that is not a corporation, any and all partnership, membership, limited liability company or other equity interests of such Person; and in each case, any and all warrants, rights or options to purchase any of the foregoing.

“Capitalized Lease” means any lease of property, whether real and/or personal, by a Person as lessee which in accordance with GAAP is required to be capitalized on the balance sheet of such Person.

“Capitalized Lease Obligations” of any Person means, as of the date of any determination thereof, the amount at which the aggregate rental obligations due and to become due under all Capitalized Leases under which such Person is a lessee would be reflected as a liability on a balance sheet of such Person in accordance with GAAP.

“Change in Control” means an event or series of events by which:

(a)    any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the

Exchange Act, but excluding any employee benefit plan of such person or its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the

Exchange Act, except that a “person” or “group” shall be deemed to have “beneficial ownership” of all Capital Stock that such “person” or “group” has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of more than thirty percent (30%) of the Capital Stock of the Company entitled to vote in the election of members of the board of directors (or equivalent governing body) of the Company or (b) a majority of the members of the board of directors (or other equivalent governing body) of the Company shall not constitute Continuing Directors.

“CISADA” is defined in Section 5.16(a).

“Closing” is defined in Section 3.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from time to time.

“Company” means Spire Inc., a Missouri corporation or any successor that becomes such in the manner prescribed in Section 10.2.

“Confidential Information” is defined in Section 20.

“Consolidated Capitalization” means, as of the date of any determination thereof, the sum of Consolidated Indebtedness as of such day plus Consolidated Net Worth as of such day, all determined on a consolidated basis and in accordance with GAAP.

“Consolidated Capitalization Ratio” means, as of the date of any determination thereof, the ratio (expressed as a percentage) of Consolidated Indebtedness as of such day to Consolidated Capitalization as of such day, all determined on a consolidated basis and in accordance with GAAP.

“Consolidated Indebtedness” means, as of the date of any determination thereof, all Indebtedness of the Company and its Subsidiaries as of such date, determined on a consolidated basis and in accordance with GAAP.

“Consolidated Net Worth” means, as of the date of any determination thereof, the amount of the Capital Stock accounts (net of treasury stock, at cost) of the Company and its Subsidiaries as of such date plus (or minus in the case of a deficit) the surplus and retained earnings of the Company and its Subsidiaries as of such date, all determined on a consolidated basis and in accordance with GAAP.

“Continuing Directors” means the directors of the Company on the Execution Date and each other director of the Company, if, in each case, such other director’s nomination for election to the board of directors (or equivalent governing body) of the Company is recommended by at least 51% of the then Continuing Directors.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting

securities, by contract or otherwise; and the terms “Controlled” and “Controlling” shall have meanings correlative to the foregoing.

“Controlled Entity” means (i) any of the Subsidiaries of the Company and any of their or the Company’s respective Controlled Affiliates and (ii) if the Company has a parent company, such parent company and its Controlled Affiliates.

“Debt Prepayment Application” means, with respect to any transfer of property, the application by the Company or any Subsidiary of cash in an amount equal to the proceeds (or any portion thereof) with respect to such transfer to pay Senior Debt; provided, that in the event such Senior Debt would otherwise permit the reborrowing of such Indebtedness by the Company, the commitment to relend such Indebtedness shall be permanently reduced by the amount of such Debt Prepayment Application.

“Default” means an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both, become an Event of Default.

“Default Rate” means, with respect to the Notes of any Series (or of such tranche if such Series has separate tranches), that per annum rate of interest that is the greater of (i) 2.0% above the rate of interest stated in clause (a) of the first paragraph of the Notes of such Series (and of such tranche if such Series has separate tranches) or (ii) 2.0% over the rate of interest publicly announced by Chase Bank N.A., in New York, New York, as its “base” or “prime” rate.

“Disclosure Documents” is defined in Section 5.3.

“Discounted Value” has the meaning (i) set forth in Section 8.6 with respect to any Series 2016 Note and (ii) set forth in the applicable Supplement with respect to any other Series of Notes.

“Disqualified Capital Stock” means, with respect to any Person, any Capital Stock of such Person that, by its terms (or by the terms of any Security into which it is convertible or for which it is exchangeable), or upon the happening of any event or otherwise, (a) matures or is mandatorily redeemable or subject to any mandatory repurchase requirement, pursuant to a sinking fund obligation or otherwise, (b) is redeemable or subject to any mandatory repurchase requirement at the sole option of the holder thereof, or (c) is convertible into or exchangeable for (whether at the option of the issuer or the holder thereof) (i) debt Securities or (ii) any Capital Stock referred to in (a) or (b) above; provided, however, that only the portion of Capital Stock that so matures or is mandatorily redeemable, is so redeemable at the option of the holder thereof, or is so convertible or exchangeable on or prior to such date shall be deemed to be Disqualified Capital Stock.

“Electronic Delivery” is defined in Section 7.1(a).

“EnergySouth Acquisition” means the acquisition by the Company of 100% of the outstanding equity of EnergySouth, Inc.

“EnergySouth Acquisition Agreement” is defined in Section 3.

“Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including but not limited to those related to Hazardous Materials.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that is treated as a single employer together with the Company under section 414 of the Code.

“Event of Default” is defined in Section 11.

“Execution Date” is defined in Section 3.

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

“Fair Market Value” means, at any time and with respect to any property, the sale of value of such property that would be realized in an arm’s-length sale at such time between an informed and willing buyer and an informed and willing seller (neither being under a compulsion to buy or sell).

“Financing Agreements” means, collectively, this Agreement and the Notes

“Form 10-K” is defined in Section 7.1(b).

“Form 10-Q” is defined in Section 7.1(a).

“GAAP” means generally accepted accounting principles as in effect from time to time in the United States of America.

“Governmental Authority” means

(a)    the government of

(i)the United States of America or any State or other political subdivision thereof, or

(ii)any other jurisdiction in which the Company or any Subsidiary conducts all or any part of its business, or which asserts jurisdiction over any properties of the Company or any Subsidiary, or

(b)     any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.

“Governmental Official” means any governmental official or employee, employee of any government-owned or government-controlled entity, political party, any official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity.

“Guaranty” by any Person shall mean, without duplication, any obligation (other than endorsements of negotiable instruments for deposit or collection in the ordinary course of business), contingent or otherwise, of such Person guaranteeing, or in effect guaranteeing, any indebtedness or other obligation of any other Person who is not a Subsidiary of the Company (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, all obligations incurred through an agreement, contingent or otherwise, by such Person:

(a)to purchase such indebtedness or obligation or any property constituting security therefor;

(b)to advance or supply funds (i) for the purchase or payment of such indebtedness or obligation, or (ii) to maintain any working capital or other balance sheet condition or any income statement condition of any other Person or otherwise to advance or make available funds for the purchase or payment of such indebtedness or obligation;

(c)to lease property or to purchase Securities or other property or services primarily for the purpose of assuring the owner of such indebtedness or obligation of the ability of the primary obligor to make payment of the indebtedness or obligation; or

(d)otherwise to assure the owner of such indebtedness or obligation against loss in respect thereof.

In any computation of the indebtedness or other liabilities of the obligor under any Guaranty, the indebtedness or other obligations that are the subject of such Guaranty shall be assumed to be direct obligations of such obligor.

“Hazardous Material” means any and all pollutants, toxic or hazardous wastes or other substances that might pose a hazard to health and safety, the removal of which may be required or the generation, manufacture, refining, production, processing, treatment, storage, handling, transportation, transfer, use, disposal, release, discharge, spillage, seepage or filtration of which is or shall be restricted, prohibited or penalized by any applicable law including, but not limited to, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum, petroleum products, lead based paint, radon gas or similar restricted, prohibited or penalized substances.

“holder” means, with respect to any Note, the Person in whose name such Note is registered in the register maintained by the Registrar pursuant to Section 13.1.

“Indebtedness” of any Person shall mean, as of the date of determination thereof, the sum of, without duplication:

(a)all indebtedness of such Person for borrowed money or incurred in connection with the purchase or other acquisition of property (other than trade accounts payable incurred in the ordinary course of business not more than ninety (90) days past due), including, but not limited to, obligations of such Person evidenced by notes, bonds, debentures or similar instruments, or upon which interest payments are customarily made;

(b)all Capitalized Lease Obligations of such Person;

(c)the aggregate undrawn face amount of all letters of credit and/or surety bonds issued for the account and/or upon the application of such Person together with all unreimbursed drawings with respect thereto;

(d)all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person;

(e)all Disqualified Capital Stock issued by such Person, with the amount of indebtedness represented by such Disqualified Capital Stock being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price;

(f)the principal balance outstanding and owing by such Person under any Synthetic Lease, tax retention operating lease or similar off-balance sheet financing product:

(g)all Guaranties by such Person of Indebtedness of others;

(h)for all purposes other than Section 10.5, the net obligations of such Person under any Swap Contracts;

(i)all indebtedness of the types referred to in clauses (a) through (h) above (i) of any partnership or unincorporated joint venture in which such Person is a general partner or joint venturer to the extent such Person is liable therefor or (ii) secured by any Lien (other than leases qualified as operating leases under GAAP) on any property or asset owned or held by such Person regardless of whether or not the indebtedness secured thereby shall have been incurred or assumed by such Person or is nonrecourse to the credit of such Person, the amount thereof being equal to the value of the property or assets subject to such Lien. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. For the avoidance of doubt and notwithstanding anything to the contrary set forth above, Permitted Commodity Hedging Obligations shall not constitute Indebtedness for purposes of this Agreement.

“INHAM Exemption” is defined in Section 6.2(e).

“Institutional Investor” means (a) any Purchaser of a Note, (b) any holder of a Note holding (together with one or more of its affiliates) more than 5% of the aggregate principal amount of the Notes then outstanding, (c) any bank, trust company, savings and loan association or other financial institution, any pension plan, any investment company, any insurance company, any broker or dealer, or any other similar financial institution or entity, regardless of legal form, and (d) any Related Fund of any holder of any Note.

“Investment” shall mean any investment (including, without limitation, any loan or advance) of the Company or any Subsidiary in or to any Person, whether payment therefor is made in cash or Capital Stock of the Company or any Subsidiary, and whether such investment is directly or indirectly by acquisition of Capital Stock or Indebtedness, or by loan, advance, transfer of property out of the ordinary course of business, capital contribution, equity or profit sharing interest, extension of credit on terms other than those normal in the ordinary course of business or otherwise.

“Laclede Gas” means Laclede Gas Company, a Missouri corporation, and a wholly-owned Subsidiary of the Company.

“Laclede Gas Loan Agreement” means that certain loan agreement, dated as of September 3, 2013, between Laclede Gas and the administrative agent therewith.

“Lien” means, with respect to any Person, any mortgage, lien, pledge, charge, security interest or other encumbrance, or any interest or title of any vendor, lessor, lender or other secured party to or of such Person under any conditional sale or other title retention agreement or Capitalized Lease, upon or with respect to any property or asset of such Person (including in the case of stock, stockholder agreements, voting trust agreements and all similar arrangements).

“Make-Whole Amount” has the meaning (i) set forth in Section 8.6 with respect to any Series 2016 Note and (ii) set forth in the applicable Supplement with respect to any other Series of Notes.

“Material” means material in relation to the business, operations, affairs, financial condition, assets or properties of the Company and its Subsidiaries taken as a whole.

“Material Adverse Effect” means a material adverse effect on (a) the business, results of operations, financial condition, assets or properties of the Company and its Subsidiaries taken as a whole, (b) the ability of the Company to perform its obligations under the Financing Agreements (including any Supplement) or (c) the validity or enforceability of the Financing Agreements (including any Supplement).

“Memorandum” is defined in Section 5.3.

“Mortgage” means Laclede Gas Mortgage and Deed of Trust, dated as of February 1, 1945, to UMB Bank & Trust Company, N.A., successor trustee, as amended and supplemented by supplemental indentures and as may be further amended and supplemented from time to time.

“Multiemployer Plan” means any Plan that is a “multiemployer plan” (as such term is defined in section 4001(a)(3) of ERISA).

“NAIC” means the National Association of Insurance Commissioners or any successor

thereto.

“NAIC Annual Statement” is defined in Section 6.2(a). “Notes” is defined in Section 1.1.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“OFAC Sanctions Program” means any economic or trade sanction that OFAC is responsible for administering and enforcing. A list of OFAC Sanctions Programs may be found at http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx.

“Officer’s Certificate” means a certificate of a Senior Financial Officer or of any other officer of the Company whose responsibilities extend to the subject matter of such certificate.

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any successor thereto.

“Permitted Commodity Hedging Obligations” means obligations of the Company with respect to commodity agreements or other similar agreements or arrangements entered into in the ordinary course of business designed to protect against, or mitigate risks with respect to, fluctuations of commodity prices to which the Company is exposed in the conduct of its business so long as (a) the management of the Company has determined that entering into such agreements or arrangements are bona fide hedging activities which comply with the Company’s risk management policies and (b) such agreements or arrangements are not entered into for speculative purposes.

“Permitted Investment” means any Investment or Acquisition, or any expenditure or any incurrence of any liability to make any expenditure for an Investment or Acquisition, other than (a) any Investment or Acquisition the result of which would be to change substantially the nature of the business engaged in by the Company and its Subsidiaries, considered as a whole, as of the date of this Agreement, and reasonable extensions thereof, (b) any Investment that is in the nature of a hostile or contested Acquisition, and (c) any Investment that would result in a Default or Event of Default; provided, that it is expressly agreed that all Investments under the Company’s gas supply risk management program are Permitted Investments.

“Permitted Liens” means, with respect to any Person, any of the following:

(a)(i) Liens created pursuant to the Wells Facility (other than as contemplated by (ii) and (iii) below), provided that all obligations of the Company under the Notes shall concurrently be secured equally and ratably with such Indebtedness, (ii) Liens on cash or deposits granted in favor of the Swingline Bank (under the Wells Facility) or the Issuing Bank (under the Wells Facility) to Cash Collateralize (as defined in the Wells Facility) any Defaulting Bank’s (under the Wells Facility) participation in Letters of Credit or Swingline Loans (each under the Wells Facility) and (iii) Liens in favor of the Administrative Agent (as defined in the Wells Facility) with respect to the Cash Collateral Account (as defined in the Wells Facility) and all amounts held therein from time to time as security for Letter of Credit Exposure (as defined in the Wells Facility), and for application to the Company’s Reimbursement Obligations (as defined in the Wells Facility);

(b)Liens for taxes, assessments and other governmental charges or levies (excluding any Lien imposed pursuant to any of the provisions of ERISA or environmental laws) (i) not yet due or as to which the period of grace (not to exceed sixty (60) days), if any, related thereto has not expired or (ii) which are being contested in good faith and by appropriate proceedings if adequate reserves are maintained to the extent required by GAAP;

(c)Liens in respect of property imposed by law such as materialmen’s, mechanics’, carriers’, warehousemen’s, processors’ or landlords’ and other nonconsensual statutory liens incurred in the ordinary course of business, which (i) are not overdue for a period of more than sixty (60) days, or if more than sixty (60) days overdue, no action has been taken to enforce such Liens or such Liens are being contested in good faith and by appropriate proceedings if adequate reserves are maintained to the extent required by GAAP and (ii) do not, individually or in the aggregate, materially impair the use thereof in the operation of the business of the Company or any of its Subsidiaries;

(d)Liens arising from good faith performance of bids, tenders, contracts (other than contracts for the payment of money), leases, statutory obligations, surety and appeal bonds, and other obligations of like nature arising in the ordinary course of such Person’s business, including, without limitation, deposits and pledges of funds securing Permitted Commodity Hedging Obligations;

(e)encumbrances in the nature of zoning restrictions, easements, rights of way or restrictions of record on the use of real property, which in the aggregate do not, in any material respect, impair the use thereof in the ordinary conduct of business;

(f)Liens arising from the filing of precautionary UCC financing statements relating solely to personal property leased pursuant to operating leases entered into in the ordinary course of business of the Company and its Subsidiaries;

(g)Liens securing Indebtedness incurred in connection with Capitalized Leases; provided that (i) such Liens shall be created substantially simultaneously with the

acquisition, repair, improvement or lease, as applicable, of the related property and (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness;

(h)Liens securing judgments for the payment of money not constituting an Event of Default under Section 11(i) or securing appeal or other surety bonds relating to such judgments;

(i)Liens on property (i) of any Person which are in existence at the time that such Person is acquired pursuant to an Acquisition that constitutes a Permitted Investment and (ii) of the Company or any of its Subsidiaries existing at the time such tangible property or tangible assets are purchased or otherwise acquired by the Company or such Subsidiary thereof pursuant to a transaction permitted pursuant to this Agreement; provided that, with respect to each of the foregoing clauses (i) and (ii), (A) such Liens are not incurred in connection with, or in anticipation of, such Acquisition, purchase or other acquisition, (B) such Liens are not “blanket” or all asset Liens and (C) such Liens do not attach to any other property of the Company or any of its Subsidiaries;

(j)Liens under the Mortgage;

(k)(i) Liens of a collecting bank arising in the ordinary course of business under Section 4-210 of the Uniform Commercial Code in effect in the relevant jurisdiction and (ii) Liens of any depositary institution in connection with statutory, common law and contractual rights relating to liens, rights of set-off, recoupment or similar rights with respect to any deposit account or other fund of the Company or any Subsidiary thereof;

(l)(i) contractual or statutory Liens of landlords to the extent relating to the property and assets relating to any lease agreements with such landlord, and (ii) contractual Liens of suppliers (including sellers of goods) or customers granted in the ordinary course of business to the extent limited to the property or assets relating to such contract;

(m)any interest or title of a licensor, sublicensor, lessor or sublessor with respect to any assets under any license or lease agreement entered into in the ordinary course of business which do not (i) interfere in any material respect with the business of the Company or its Subsidiaries or materially detract from the value of the relevant assets of the Company or its Subsidiaries or (ii) secure any Indebtedness;

(n)Liens incurred in connection with the Permitted Securitization;

(o)Liens incurred under and pursuant to the Laclede Gas Loan Agreement and the Alagasco Loan Agreement in the ordinary course of business, in each case, in favor of the administrative agent and other lenders thereunder on cash or deposits to cash collateralize the obligations of any defaulting banks’ participation and letters of credit

and, separately, to cash collateralize obligations in respect of letters of credit and reimbursement obligations related thereto;

(p)pledges or deposits made in the ordinary course of business to secure payment of worker’s compensation insurance, unemployment insurance, pensions or social security programs;

(q)Liens arising from good faith deposits in connection with or to secure performance of statutory obligation and surety and appeal bonds;

(r)Liens on the proceeds of assets that were subject to Liens permitted hereunder or on assets acquired with such proceeds as a replacement of such former assets;

(s)any Lien on any assets securing purchase money Indebtedness or Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring, developing, operating, constructing, altering, repairing or improving all or part of such assets; provided such Lien attached to such asset concurrently with or within ninety (90) days after the acquisition thereof, completion of construction, improvement or repair, or commencement of commercial operation of such assets;

(t)Liens constituted by a right of set off or rights over a margin call account, or any form of cash collateral, or any similar arrangement, securing Permitted Commodity Hedging Obligations and/or physical trade obligations;

(u)Liens not otherwise permitted hereunder securing Indebtedness or other obligations in the aggregate principal amount not to exceed the greater of (i) 15% of Consolidated Net Worth (as determined at the end of the most recently ended fiscal quarter) or (ii) $250,000,000 at any time outstanding, less any amount outstanding under the Permitted Securitization; provided that, notwithstanding the foregoing, the Company will not, and will not permit any Subsidiary to, grant any Liens securing Indebtedness outstanding under or in relation to any Principal Credit Facility or any private placement document pursuant to which the Company has issued senior notes, whether now existing or existing in the future, pursuant to this subsection (u) unless and until all obligations of the Company under this Agreement and, with respect to the Company only, the Notes, shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation in form and substance reasonably satisfactory to the Required Holders, and

(v)any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Liens referred to in the foregoing clauses (a) through (t) for amounts not exceeding the principal of the indebtedness (including undrawn commitments) secured by the Lien so extended, renewed or replaced; provided that such extension, renewal or replacement Lien is limited to all or part of the same property or assets that were covered by the Lien extended, renewed, or replaced (plus improvements on such property or assets);

provided, however, notwithstanding the foregoing, Permitted Liens shall not include (1) other than the Permitted Securitization, Liens on the accounts receivable of the Company and its Subsidiaries generated from the sale of natural gas, (2) Liens on the natural gas inventory of the Company and its Subsidiaries, (3) Liens imposed by ERISA, the creation of which would result in an Event of Default under Section 11(j) and (4) Liens on any of the common stock of any Subsidiary of the Company.

“Permitted Securitization” means any sale, assignment, conveyance, grant or contribution, or series of related sales, assignments, conveyances, grants or contributions, by the Company or any of its Subsidiaries of any accounts receivable and related rights from its sale of natural gas, and any supporting obligations and other financial assets related thereto not to exceed in the aggregate $200,000,000, that are transferred, or in respect of which security interests are granted in one or more transactions that are customary for asset securitizations of such receivables to a trust, corporation or other entity, where the purchase of such receivables is funded or exchanged in whole or in part by the incurrence or issuance by the purchaser, grantee or any successor entity of indebtedness or Securities that are to receive payments from, or that represent interests in, the cash flow derived primarily from such receivable (provided, however, that “indebtedness” as used in this definition shall not include indebtedness incurred by any trust, partnership or other Person established by the Company or any of its Subsidiaries to implement a Permitted Securitization owed to the Company or any of its Subsidiaries, which indebtedness represents all or a portion of the purchase price or other consideration paid by such trust, partnership or other Person for such receivables or interests therein).

“Person” means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, business entity or Governmental Authority.

“Plan” means an “employee benefit plan” (as defined in section 3(3) of ERISA) subject to Title I of ERISA that is or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years, have been made or required to be made, by the Company or any ERISA Affiliate or with respect to which the Company or any ERISA Affiliate may have any liability.

“Principal Credit Facility” means (a) the Wells Facility and (b) each existing credit, loan or borrowing facility or note purchase facility of the Company (individually a “facility”) having an aggregate commitment equal to or greater than $50,000,000 (or its equivalent in any other currency) and (c) any other facility (including any renewal or extension of a then existing facility) entered into on or after the date of the Closing by the Company in a principal amount equal to or greater than $50,000,000 (or its equivalent in any other currency), in each case as may be amended, supplemented, modified, refinanced or replaced from time to time

“property” or “properties” means, unless otherwise specifically limited, real or personal property of any kind, tangible or intangible, choate or inchoate.

“Property Reinvestment Application” means, with respect to any transfer of property, the application of an amount equal to the proceeds with respect to such transfer to the acquisition by the Company or any of its Subsidiaries of operating assets for the Company or any Subsidiary to

be used in the principal business of such Person (or of an entity owning operating assets, in which event the Property Reinvestment Application shall be limited to the Fair Market Value of such operating assets).

“PTE” is defined in Section 6.2(a).

“Purchaser” or “Purchasers” means each of the purchasers that has executed and delivered this Agreement to the Company and such Purchaser’s successors and assigns (so long as any such assignment complies with Section 13.2), provided, however, that any Purchaser of a Note that ceases to be the registered holder or a beneficial owner (through a nominee) of such Note as the result of a transfer thereof pursuant to Section 13.2 shall cease to be included within the meaning of “Purchaser” of such Note for the purposes of this Agreement upon such transfer.

“QPAM Exemption” is defined in Section 6.2(d).

“Qualified Institutional Buyer” means any Person who is a “qualified institutional buyer” within the meaning of such term as set forth in Rule 144A(a)(1) under the Securities Act.

“Registrar” means UMB Bank & Trust, N.A or such other Person as appointed by the Company from time to time.

“Reinvestment Yield” has the meaning (i) set forth in Section 8.6 with respect to any Series 2016 Note and (ii) set forth in the applicable Supplement with respect to any other Series of Notes.

“Related Fund” means, with respect to any holder of any Note, any fund or entity that (i) invests in Securities or bank loans, and (ii) is advised or managed by such holder, the same investment advisor as such holder or by an affiliate of such holder or such investment advisor.

“Remaining Average Life” has the meaning (i) set forth in Section 8.6 with respect to any Series 2016 Note and (ii) set forth in the applicable Supplement with respect to any other Series of Notes.

“Remaining Scheduled Payments” has the meaning (i) set forth in Section 8.6 with respect to any Series 2016 Note and (ii) set forth in the applicable Supplement with respect to any other Series of Notes.

“Reported” has the meaning (i) set forth in Section 8.6 with respect to any Series 2016 Note and (ii) set forth in the applicable Supplement with respect to any other Series of Notes.

“Required Holders” means at any time (a) prior to the Closing, the Purchasers, and (b) on or after the Closing, the holders of more than 50% in principal amount of the Notes at the time outstanding (exclusive of Notes then owned by the Company or any of its Affiliates).

“Responsible Officer” means any Senior Financial Officer and any other officer of the Company with responsibility for the administration of the relevant portion of this Agreement.

“SEC” means the Securities and Exchange Commission of the United States, or any successor thereto.

“Securities” or “Security” has the meaning specified in Section 2(1) of the Securities

Act.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“Senior Debt” means and includes (i) any Indebtedness of the Company (other than Indebtedness owing to any Subsidiary or Affiliate) except for any Indebtedness that is expressed to be junior or subordinate to any other Indebtedness of the Company, and (ii) any Indebtedness of a Subsidiary (other than Indebtedness owing to the Company, any other Subsidiary or any Affiliate).

“Senior Financial Officer” means the chief financial officer, principal accounting officer, treasurer or controller of the Company.

“Series” means any series of Notes issued pursuant to this Agreement or any Supplement

hereto.

“Series 2016 Notes” is defined in Section 1.1 of this Agreement.

“Settlement Date” has the meaning (i) set forth in Section 8.6 with respect to any Series 2016 Note and (ii) set forth in the applicable Supplement with respect to any other Series of Notes.

“Significant Subsidiary” means at any time any Subsidiary that would at such time constitute a “significant subsidiary” (as such term is defined in Regulation S-X of the SEC as in effect on the date of the First Closing) of the Company.

“Source” is defined in Section 6.2.

“Special Prepayment Date” is defined in Section 8.8.

“State Sanctions List” means a list that is adopted by any state Governmental Authority within the United States of America pertaining to Persons that engage in investment or other commercial activities in Iran or any other country that is a target of economic sanctions imposed under U.S. Economic Sanctions Laws.

“Static GAAP” is defined in Section 22.3.

“Subsequent Changes” is defined in Section 22.3

“Subsidiary” means, as to any Person, any other Person in which such first Person or one or more of its Subsidiaries or such first Person and one or more of its Subsidiaries owns

sufficient equity or voting interests to enable it or them (as a group) ordinarily, in the absence of contingencies, to elect a majority of the directors (or Persons performing similar functions) of such second Person, and any partnership or joint venture if more than a 50% interest in the profits or capital thereof is owned by such first Person or one or more of its Subsidiaries or such first Person and one or more of its Subsidiaries (unless such partnership or joint venture can and does ordinarily take major business actions without the prior approval of such Person or one or more of its Subsidiaries). Unless the context otherwise clearly requires, any reference to a “Subsidiary” is a reference to a Subsidiary of the Company.

“Subsidiary Guaranty Agreement” means a Subsidiary Guaranty Agreement substantially in the form of Exhibit 9.8 hereto.

“Subsidiary Guarantor” means each Subsidiary that executes and delivers a Subsidiary Guaranty Agreement pursuant to Section 9.8.

“Supplement” is defined in Section 1.3 of this Agreement.

“SVO” means the Securities Valuation Office of the NAIC or any successor to such

Office.

“Swap Contract” means any interest rate or currency swap agreement, interest rate or currency future agreement, interest rate collar agreement, swap agreement (as defined in 11 U.S.C. § 101), interest rate or currency hedge agreement, and any put, call or other agreement or arrangement designed to protect a Person against fluctuations in interest rates or currency exchange rates.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts.

“Synthetic Lease” means, at any time, any lease (including leases that may be terminated by the lessee at any time) of any property (a) that is accounted for as an operating lease under GAAP and (b) in respect of which the lessee retains or obtains ownership of the property so leased for United States federal income tax purposes, other than any such lease under which such Person is the lessor.

“tranche” means all Notes of a Series having the same maturity, interest rate and schedule for mandatory prepayments and designated the same tranche.

“Tranche A Interest Payment Date” is defined in Section 1.2(a).

“Tranche B Interest Payment Date” is defined in Section 1.2(b).

“Tranche A Notes” is defined in Section 1.1 of this Agreement.

“Tranche B Notes” is defined in Section 1.1 of this Agreement.

“United States Person” has the meaning set forth in Section 7701(a)(30) of the Code.

“USA PATRIOT Act” means United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“U.S. Economic Sanctions Laws” means those laws, executive orders, enabling legislation or regulations administered and enforced by the United States pursuant to which economic sanctions have been imposed on any Person, entity, organization, country or regime, including the Trading with the Enemy Act, the International Emergency Economic Powers Act, the Iran Sanctions Act, the Sudan Accountability and Divestment Act and any other OFAC Sanctions Program.

“Wells Facility” means the Loan Agreement, dated as of September 3, 2013, as it may be amended from time to time, amongst the Company, the banks from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent for the banks.

“Wholly-Owned Subsidiary” means, at any time, any Subsidiary all of the equity interests (except directors’ qualifying shares) and voting interests of which are owned by any one or more of the Company and the Company’s other Wholly-Owned Subsidiaries at such time.

Maturity Dates, Interest Payment Dates and Applicable

Interest Rates for Series 2016 Notes

If the Closing for the Series 2016 Notes occurs on any date:	The maturity date of the Tranche A Notes will be:	The maturity date of the Tranche B Notes will be:	The interest payment dates for the Tranche A Notes will be:	The interest payment dates for the Tranche B Notes will be on:	The Applicable Interest Rate per annum for the Tranche A Notes will be:	The Applicable Interest Rate for the Tranche B Notes will be:
In August 2016 or before	September 1, 2021	August 1, 2026	March 1 and September 1 of each year, commencing March 1, 2017	August 1 and February 1, of each year commencing February 1, 2017	2.49%	3.11%
In September 2016	September 1, 2021	September 1, 2026	March 1 and September 1 of each year, commencing March 1, 2017	September 1 and March 1, of each year commencing March 1, 2017	2.52%	3.13%
In October 2016	September 1, 2021	October 1, 2026	March 1 and September 1 of each year, commencing March 1, 2017	October 1 and April 1, of each year commencing April 1, 2017	2.55%	3.15%
In November 2016	September 1, 2021	November 1, 2026	March 1 and September 1 of each year, commencing March 1, 2017	November 1 and May 1, of each year commencing May 1, 2017	2.58%	3.17%
In December 2016	September 1, 2021	December 1, 2026	March 1 and September 1 of each year, commencing March 1, 2017	December 1 and June 1, of each year commencing June 1, 2017	2.61%	3.19%

SCHEDULE C

(to Master Note Purchase Agreement)

DISCLOSURE MATERIALS

1. Confidential Private Placement Memorandum dated May 2016.

2. Spire Inc. Debt Private Placement presentation dated May 2016.

SCHEDULE 5.3

(to Master Note Purchase Agreement)

SUBSIDIARIES OF THE COMPANY AND

OWNERSHIP OF SUBSIDIARY STOCK

Name	Jurisdiction of Organization	Type of Entity	Percent of Voting Stock Owned by Parent.	Parent Entity
Alabama Gas Corporation	Alabama	Corporation	100%	Spire Inc.
Laclede Gas Company	Missouri	Corporation	100%	Spire Inc.
Laclede Pipeline Company	Missouri	Corporation	100%	Spire Inc.
Laclede Investment LLC	Missouri	Limited Liability Company	100%	Spire Inc.
Laclede Energy Resources, Inc.	Missouri	Corporation	100%	Laclede Investment LLC
Laclede Gas Family Services, Inc.	Missouri	Corporation	100%	Laclede Energy Resources, Inc.
LER Storage Services, Inc.	Missouri	Corporation	100%	Laclede Energy Resources, Inc.
Laclede Development Company	Missouri	Corporation	100%	Spire Inc.
Laclede Venture Corp.	Missouri	Corporation	100%	Laclede Development Company
Laclede Oil Services, LLC	Missouri	Limited Liability Company	100%	Laclede Development Company
Laclede Insurance Risk Services, Inc.	South Carolina	Corporation	100%	Spire Inc.
Shared Services Corporation	Missouri	Corporation	100%	Spire Inc.
Spire Resources LLC	Missouri	Limited Liability Company	100%	Spire Inc.
Spire Pipelines LLC	Missouri	Limited Liability Company	100%	Spire Resources LLC
Spire STL Pipeline LLC	Missouri	Limited Liability Company	100%	Spire Pipelines LLC

SCHEDULE 5.4

(to Master Note Purchase Agreement)

FINANCIAL STATEMENTS

1. Form 10-K filed by the Laclede Group, Inc., Laclede Gas Company, and Alabama Gas Corporation for the fiscal year ended September 30, 2015.

2. Form 10-Q filed by the Laclede Group, Inc., Laclede Gas Company, and Alabama Gas Corporation. for the quarterly period ended December 31, 2015.

3. Form 10-Q filed by Spire Inc., Laclede Gas Company, and Alabama Gas Corporation for the quarterly period ended March 31, 2016.

SCHEDULE 5.5

(to Master Note Purchase Agreement)

EXISTING INDEBTEDNESS

As of 3/31/16

Issue Date	Maturity	Par (,000)	Coupon
Laclede Gas First Mortgage Bonds1
8/13/2013	8/15/2018	$100,000	2.00%
4/28/2004	5/1/2019	$50,000	5.50%
3/15/2013	3/15/2023	$55,000	3.00%
8/13/2013	8/15/2023	$250,000	3.40%
3/15/2013	3/15/2028	$45,000	3.40%
6/1/1999	6/1/2029	$25,000	7.00%
9/21/2000	9/15/2030	$30,000	7.90%
4/28/2004	5/1/2034	$100,000	6.00%
6/9/2006	6/1/2036	$55,000	6.15%
8/13/2013	8/15/2043	$100,000	4.63%
		$810,000	4.27%
Alabama Gas Corp. Unsecured Notes
12/1/2015	12/1/2045	$80,000	4.31%
1/14/2005	1/15/2020	$40,000	5.20%
12/22/2011	12/23/2021	$50,000	3.86%
9/15/2015	9/15/2025	$35,000	3.21%
1/15/2007	1/15/2037	$45,000	5.90%
		$250,000	4.49%
Spire Unsecured Notes and Equity Units
8/19/2014	8/15/2017	$250,000	3L+0.75%
8/19/2014	8/15/2019	$125,000	2.55%
6/11/2014	4/1/2022	$143,750	6.75%
12/14/2012	12/15/2022	$25,000	3.31%
8/19/2014	8/15/2044	$250,000	4.70%
		$793,750	3.64%
Total long-term debt		$1,853,750	4.03%

_______________________

1 Substantially all of Laclede Gas' plant is subject to the liens of its first mortgage bonds.

SCHEDULE 5.15

(to Master Note Purchase Agreement)

Short-term debt

Laclede Gas commercial paper2	$169,550
Alabama Gas Corp. bank line borrowings3	$41,000
Spire bank line borrowings4	$43,000
	$253,550

__________________________

2 The following banks participate in the credit facility that underlies the issuance of Laclede Gas’ commercial paper: Wells Fargo Bank, National Association, as Administrative Agent; U.S. Bank National Association, JPMorgan Chase Bank, N.A., Bank of America, N.A., Fifth Third Bank, Morgan Stanley Bank, N.A., Commerce Bank, UMB Bank, N.A., Stifel Bank & Trust.

3 The following banks participate in this credit facility: Wells Fargo Bank, National Association, as the Administrative Agent, and the following participating banks: Credit Suisse AG, Cayman Islands Branch, U.S. Bank National Association, Bank of America, N.A., Morgan Stanley Bank, N.A. JPMorgan Chase Bank, N.A., Regions Bank, Royal Bank of Canada, Cadence Bank, N.A., Commerce Bank, Compass Bank, Fifth Third Bank

4 The following banks participate in this credit facility: Wells Fargo Bank, National Association, as Administrative Agent; U.S. Bank National Association, JPMorgan Chase Bank, N.A., Bank of America, N.A., Fifth Third Bank, Morgan Stanley Bank, N.A., Commerce Bank, UMB Bank, N.A., Stifel Bank & Trust.

SCHEDULE 5.15

(to Master Note Purchase Agreement)

SUBSIDIARY GUARANTORS TO PRINCIPAL CREDIT FACILITIES

None.

SCHEDULE 9.8

(to Master Note Purchase Agreement)

[FORM OF SERIES 2016 NOTE, TRANCHE A]

THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM AND, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.

SPIRE INC.

SERIES 2016 SENIOR NOTE, TRANCHE A, DUE 2021

No. RA[________]                                        [Date]

$[_______]                                        PPN [________]

FOR VALUE RECEIVED, the undersigned, SPIRE INC. (herein called the “Company”), a corporation organized and existing under the laws of the State of Missouri, hereby promises to

pay to [_______], or its registered assigns, the principal sum of [________] DOLLARS (or so much thereof as shall not have been prepaid) on September 1, 2021, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the [Applicable Interest Rate] per annum from the date hereof, payable semi-annually, on each March 1 and September 1 of each year, commencing with the March 1 or September 1 next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by applicable law, on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount, payable semi-annually as aforesaid (or, at the option of the registered holder hereof, on demand) at the applicable Default Rate.

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at UMB Bank & Trust, N.A., in St. Louis, Missouri or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below.

This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to the Master Note Purchase Agreement, dated as of June 20, 2016 (as from time to time amended, restated and supplemented, the “Note Purchase Agreement”), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the provisions of the Note Purchase Agreement, including, without limitation, the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representations set forth in Section 6.1 and Section 6.2 of the Note Purchase Agreement. Unless otherwise indicated,

EXHIBIT 1(a)

(to Master Note Purchase Agreement)

capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement.

This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

This Note is subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise.

If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement.

This Note shall be construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

SPIRE INC.
By
	Name:
	Title:

1(a)-2

[FORM OF SERIES 2016 NOTE, TRANCHE B]

THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM AND, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.

SPIRE INC.

SERIES 2016 SENIOR NOTE, TRANCHE B, DUE 2026

No. RB[_____]                                            [Date]

$[_______]                                        PPN [___________]

FOR VALUE RECEIVED, the undersigned, SPIRE INC. (herein called the “Company”), a corporation organized and existing under the laws of the State of Missouri, hereby promises to pay to [__________], or its registered assigns, the principal sum of [_______] DOLLARS (or so much thereof as shall not have been prepaid) on [________], 2026, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the [Applicable Interest Rate] per annum from the date hereof, payable semi-annually, on each [Tranche B Interest Payment Date], commencing with the [_____] or [_____] next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by applicable law, on any overdue payment (including any overdue prepayment) of principal, any overdue payment) of interest and any overdue payment of any Make-Whole Amount, payable semi-annually as aforesaid (or, at the option of the registered holder hereof, on demand), at the applicable Default Rate.

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at UMB Bank & Trust, N.A., in St. Louis, Missouri or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below.

This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to the Master Note Purchase Agreement, dated as of June 20, 2016 (as from time to time amended, restated and supplemented, the “Note Purchase Agreement”), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the provisions of the Note Purchase Agreement, including, without limitation, the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representations set forth in Section 6.1 and Section 6.2 of the Note Purchase Agreement. Unless otherwise indicated,

EXHIBIT 1(b)

(to Master Note Purchase Agreement)

capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement.

This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

This Note is subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise.

If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement.

This Note shall be construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State

SPIRE INC.
By
	Name:
	Title:

1(b)-2

FORM OF OPINION OF GENERAL COUNSEL

OF THE COMPANY⁵ 

The opinions of Mark C. Darrell, General Counsel of the Company, shall be to the effect that (in each case, subject to reasonable and customary assumptions, exceptions, qualifications and limitations):

1. The Company (a) is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Missouri and (b) is duly qualified as a foreign corporation and is in good standing in all of the states where the nature of its business or the ownership or use of property requires such qualification, except where the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

2. The Company has full corporate right, power and authority to execute, deliver and perform its obligations under the Note Purchase Agreement and the Series 2016 Notes and has duly taken or caused to be taken all necessary corporate actions to authorize the execution, delivery and performance of the Note Purchase Agreement and the Series 2016 Notes.

3. The Note Purchase Agreement has been duly authorized, executed and delivered by the Company.

4. The Series 2016 Notes have been duly authorized, executed and delivered by the Company.

5. No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority of the State of Missouri by the Company is required under any law (reasonably applicable to the Company or the transactions contemplated by the Note Purchase Agreement) in connection with the execution, delivery or performance by the Company of the Note Purchase Agreement or the Series 2016 Notes that has not already been obtained.

6. The consummation of the transactions contemplated by the Note Purchase Agreement and the fulfillment of the terms thereof will not result in a breach of any of the terms or provisions of, or constitute a default under, (a) any Material indenture, mortgage, deed of trust or other Material agreement or instrument known to us after due inquiry to which the Company is a party or by which it is bound or to which any of the property of the Company is subject; (b) the Articles of Incorporation or Bylaws of the Company; or (c) any Material order of any Governmental Authority of the State of Missouri having jurisdiction over the Company or any of its properties under any law (reasonably applicable to the Company or the transactions contemplated by the Note Purchase Agreement).

___________________

5 NTD: Subject to continuing review by the Company/Akin Gump and proposed investors.

EXHIBIT 4.4(a)

(to Master Note Purchase Agreement)

7. Except as disclosed under “Item 1. Legal Proceedings” in Part II of the Company’s most recent Form 10-Q or as otherwise disclosed in the Disclosure Documents, to the best of our knowledge, there is not pending or threatened any action, suit, proceeding, inquiry or investigation, to which the Company is a party, or which the property of the Company is subject, before or brought by any Governmental Authority, which would reasonably be expected to materially and adversely affect the consummation of the transactions contemplated by the Note Purchase Agreement or the performance by the Company of its obligations thereunder.

4.4(a)-2

FORM OF OPINION OF SPECIAL COUNSEL

TO THE COMPANY⁶ 

The opinions of Akin, Gump, Strauss, Hauer & Feld LLP, counsel for the Company, shall be to the effect that (in each case, subject to reasonable and customary assumptions, exceptions, qualifications and limitations):

1. The Note Purchase Agreement has been duly executed and delivered by the Company and constitutes the valid and binding agreement of the Company enforceable against the Company in accordance with its terms.

2. The Series 2016 Notes have been duly executed and delivered by the Company and, when paid for by the Purchasers in accordance with the terms of the Note Purchase Agreement, will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms.

3. No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority under any Included Law by the Company is required under any law (reasonably applicable to the Company or the transactions contemplated by the Note Purchase Agreement) in connection with the execution, delivery or performance by the Company of the Note Purchase Agreement or the Series 2016 Notes that has not already been obtained.

4. The consummation of the transactions contemplated by the Note Purchase Agreement and the fulfillment of the terms thereof will not result in a breach of any of the terms or provisions of, or constitute a default under, (a) any Included Law or (b) to our knowledge, any order of any Governmental Authority or regulatory body having jurisdiction over the Company or any of its properties under any Included Law (reasonably applicable to the Company or the transactions contemplated by the Note Purchase Agreement).

5. Assuming, without independent investigation, (a) the accuracy of the representations and warranties of, and the performance by such Persons of the covenants of, the Company and the Purchasers contained in the Note Purchase Agreement and (b) that neither the Company nor any other Person will, after the offer, issue, sale and delivery of the Series 2016 Notes, take or omit to take any action which could cause such offer, issue sale or delivery not to constitute an exempted transaction under the Securities Act, it is not necessary in connection with such offer, issue, sale or delivery to register the Series 2016 Notes under the Securities Act or to qualify the Note Purchase Agreement under the Trust Indenture Act of 1939, as amended.

6. Assuming the Company’s compliance with Section 5.14 of the Note Purchase Agreement, the execution, delivery and performance of the Note Purchase Agreement by the

_____________________

6 NTD: Subject to continuing review by Akin Gump and proposed investors.

EXHIBIT 4.4(b)

(to Master Note Purchase Agreement)

Company will not violate or result in a violation of Regulation T, U or X of the Board of Governors of the United States Federal Reserve System, 12 CFR, Part 220, Part 221 and Part 224, respectively. For purposes of this opinion, we have assumed that none of the Purchasers is a “creditor” as defined in Regulation T.

7. The Company is not, and after giving effect to the offering and sale of the Series 2016 Notes, and the application of the proceeds thereof as described in the Note Purchase Agreement will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

4.4(b)-2

FORM OF OPINION OF SPECIAL COUNSEL

TO THE PURCHASERS

[TO BE PROVIDED ON A CASE BY CASE BASIS]

EXHIBIT 4.4(c)

(to Master Note Purchase Agreement)

FORM OF SUBSIDIARY GUARANTY AGREEMENT

FORM OF SUBSIDIARY GUARANTY AGREEMENT

Dated as of [______________________, 20 ___]

of

[NAME OF GUARANTOR(S)]

EXHIBIT 9.8

(to Master Note Purchase Agreement)

TABLE OF CONTENTS

SECTION    HEADING    PAGE

SECTION 1.    GUARANTY     1

SECTION 2.    OBLIGATIONS ABSOLUTE    3

SECTION 3.    WAIVER    3

SECTION 4.    OBLIGATIONS UNIMPAIRED    4

SECTION 5.    SUBROGATION AND SUBORDINATION    5

SECTION 6.    REINSTATEMENT OF GUARANTY    6

SECTION 7.    RANK OF GUARANTY    6

SECTION 8.    RESERVED    6

SECTION 9.    REPRESENTATIONS AND WARRANTIES OF [EACH][THE]

GUARANTOR    6

Section 9.1.    Organization; Power and Authority    6

Section 9.2.    Authorization, Etc    6

Section 9.3.    Reserved    7

Section 9.4.    Compliance with Laws, Other instruments, Etc    7

Section 9.5.    Governmental Authorizations, Etc    7

Section 9.6.    Reserved    7

Section 9.7.    Solvency    7

SECTION 10.    RESERVED    7

SECTION 11.    TERM OF SUBSIDIARY GUARANTY AGREEMENT    7

SECTION 12.    SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE

AGREEMENT    8

SECTION 13.    AMENDMENT AND WAIVER.    8

Section 13.1.    Requirements    8

Section 13.2.    Solicitation of Holders of Notes    8

Section 13.3.    Binding Effect    9

Section 13.4.    Notes Held by Company, Etc    9

SECTION 14.    NOTICES    9

SECTION 15.    MISCELLANEOUS    9

Section 15.1.    Successors and Assigns; Joinder    9

Section 15.2.    Severability    10

Section 15.3.    Construction    10

Section 15.4.    Further Assurances    10

Section 15.5.    Governing Law    10

Section 15.6.    Jurisdiction and Process; Waiver of Jury Trial    10

SUBSIDIARY GUARANTY AGREEMENT

THIS SUBSIDIARY GUARANTY AGREEMENT, dated as of [_____________, 20___] (this "Subsidiary Guaranty Agreement”), is made by [each of] the undersigned ([each a][the] “Guarantor” and, together with [each of the other signatories hereto and] any other entities from time to time parties hereto pursuant to Section 15.1 hereof, the “Guarantors”) in favor of the Purchasers (as defined below) and the other holders from time to time of the Notes (as defined below). The Purchasers and such other holders are herein collectively called the “holders” and individually a “holder.”

PRELIMINARY STATEMENTS:

I.Spire Inc., a Missouri corporation (the “Company”), has entered into a Master Note Purchase Agreement dated as of June 20, 2016 (as amended, modified, supplemented or restated from time to time, the “Note Agreement”) with the Persons listed on the signature pages thereto (the “Purchasers”). Capitalized terms used herein have the meanings specified in the Note Agreement unless otherwise defined herein.

II.The Company has authorized the issuance, pursuant to the Note Agreement, of its (a) Series 2016 Senior Notes, Tranche A, due 2021 in the aggregate principal amount of $35,000,000 and (b) Series 2016 Senior Notes, Tranche B, due 2026 in the aggregate principal amount of $130,000,000 (collectively, the “Initial Notes”). The Company is authorized to issue Additional Notes (as such term is defined in the Note Agreement) of one or more separate series from time to time pursuant to Section 1.3 of the Note Agreement. The Initial Notes, the Additional Notes and any other Notes that may from time to time be issued pursuant to the Note Agreement (including any notes issued in substitution for any of the Notes) are herein collectively called the “Notes” and individually a “Note”.

III.Pursuant to the Note Agreement, the Company is required to cause [each][the] Guarantor to deliver this Subsidiary Guaranty Agreement to the holders.

IV.[Each][The] Guarantor will receive direct and indirect benefits from the financing arrangements contemplated by the Note Agreement. The [Board of Directors] of [each][the] Guarantor has determined that the incurrence of such obligations is in the best interests of such Guarantor.

NOW THEREFORE, in compliance with the Note Agreement, and in consideration of, the execution and delivery of the Note Agreement and the purchase of the Notes by each of the Purchasers, [each][the] Guarantor hereby covenants and agrees with, and represents and warrants to each of the holders as follows:

SECTION 1.    GUARANTY.

[Each][The] Guarantor hereby irrevocably, unconditionally [and jointly and severally with the other Guarantors] guarantees to each holder, the due and punctual payment in full of (a) the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), and any other amounts due under, the Notes when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions of the Notes, the Note Agreement or any other instrument referred to therein (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”). The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment and not of collectability and is in no way conditional or contingent upon any attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed Obligations, [each][the] Guarantor agrees to pay the same when due to the holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirements for payment specified in the Notes and the Note Agreement. Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises. [Each][The] Guarantor agrees that the Notes issued in connection with the Note Agreement may (but need not) make reference to this Subsidiary Guaranty Agreement.

[Each][The] Guarantor agrees to pay and to indemnify and save each holder harmless from and against any damage, loss, cost or expense (including attorneys’ fees) which such holder may incur or be subject to as a consequence, direct or indirect, of (x) any breach by such Guarantor[, by any other Guarantor] or by the Company of any warranty, covenant, term or condition in, or the occurrence of any default under, this Subsidiary Guaranty Agreement, the Notes or the Note Agreement or any other instrument referred to therein, together with all expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default, (y) any legal action commenced to challenge the validity or enforceability of this Subsidiary Guaranty Agreement, the Notes, the Note Agreement or any other instrument referred to therein and (z) enforcing or defending (or determining whether or how to enforce or defend) the provisions of this Subsidiary Guaranty Agreement.

[Each][The] Guarantor hereby acknowledges and agrees that such Guarantor’s liability hereunder is joint and several with [the other Guarantors and] any other Person(s) who may guarantee the obligations and Indebtedness under and in respect of the Notes and the Note Agreement.

Notwithstanding the foregoing provisions or any other provision of this Subsidiary Guaranty Agreement, the holders (on behalf of themselves and their successors and assigns) and [each][the] Guarantor hereby agree that if at any time the Guaranteed Obligations exceed the

9.8-2

Maximum Guaranteed Amount determined as of such time with regard to such Guarantor, then this Subsidiary Guaranty Agreement shall be automatically amended to reduce the Guaranteed Obligations to the Maximum Guaranteed Amount. Such amendment shall not require the written consent of [any][the] Guarantor or any holder and shall be deemed to have been automatically consented to by [each][the] Guarantor and each holder. [Each][The] Guarantor agrees that the Guaranteed Obligations may at any time exceed the Maximum Guaranteed Amount without affecting or impairing the obligation of such Guarantor. “Maximum Guaranteed Amount” means as of the date of determination with respect to a Guarantor, the lesser of (a) the amount of the Guaranteed Obligations outstanding on such date and (b) the maximum amount that would not render such Guarantor’s liability under this Subsidiary Guaranty Agreement subject to avoidance under Section 548 of the United States Bankruptcy Code (or any successor provision) or any comparable provision of applicable state law.

SECTION 2.    OBLIGATIONS ABSOLUTE.

Subject to Section 9.8(c) of the Note Agreement, the obligations of [each][the] Guarantor hereunder shall be primary, absolute, irrevocable and unconditional, irrespective of the validity or enforceability of the Notes, the Note Agreement or any other instrument referred to therein, shall not be subject to any counterclaim, setoff, deduction or defense based upon any claim such Guarantor may have against the Company or any holder or otherwise, and shall remain in full force and effect without regard to, and shall not be released, discharged or in any way affected by, any circumstance or condition whatsoever (whether or not such Guarantor shall have any knowledge or notice thereof), including, without limitation: (a) any amendment to, modification of, supplement to or restatement of the Notes, the Note Agreement or any other instrument referred to therein (it being agreed that the obligations of [each][the] Guarantor hereunder shall apply to the Notes, the Note Agreement or any such other instrument as so amended, modified, supplemented or restated) or any assignment or transfer of any thereof or of any interest therein, or any furnishing, acceptance or release of any security for the Notes or the addition, substitution or release of any other Guarantor or any other entity or other Person primarily or secondarily liable in respect of the Guaranteed Obligations; (b) any waiver, consent, extension, indulgence or other action or inaction under or in respect of the Notes, the Note Agreement or any other instrument referred to therein; (c) any bankruptcy, insolvency, arrangement, reorganization, readjustment, composition, liquidation or similar proceeding with respect to the Company or its property; (d) any merger, amalgamation or consolidation of [any][the] Guarantor or of the Company into or with any other Person or any sale, lease or transfer of any or all of the assets of [any][the] Guarantor or of the Company to any Person; (e) any failure on the part of the Company for any reason to comply with or perform any of the terms of any other agreement with [any][the] Guarantor; (f) any failure on the part of any holder to obtain, maintain, register or otherwise perfect any security; or (g) any other event or circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (whether or not similar to the foregoing), and in any event however material or prejudicial it may be to [any][the] Guarantor or to any subrogation, contribution or reimbursement rights [any][the] Guarantor may otherwise have. [Each][The] Guarantor covenants that its obligations hereunder will not be discharged except by indefeasible payment in full in cash of all of the Guaranteed Obligations and all other obligations hereunder or otherwise in accordance with Section 9.8(c) of the Note Agreement.

9.8-3

SECTION 3.    WAIVER.

[Each][The] Guarantor unconditionally waives to the fullest extent permitted by law,

(a)notice of acceptance hereof, of any action taken or omitted in reliance hereon and of any default by the Company in the payment of any amounts due under the Notes, the Note Agreement or any other instrument referred to therein, and of any of the matters referred to in Section 2 hereof, (b) all notices which may be required by statute, rule of law or otherwise to preserve any of the rights of any holder against such Guarantor, including, without limitation, presentment to or demand for payment from the Company or [any][the] Guarantor with respect to any Note, notice to the Company or to [any][the] Guarantor of default or protest for nonpayment or dishonor and the filing of claims with a court in the event of the bankruptcy of the Company, (c) any right to require any holder to enforce, assert or exercise any right, power or remedy including, without limitation, any right, power or remedy conferred in the Note Agreement or the Notes, (d) any requirement for diligence on the part of any holder and (e) any other act or omission or thing or delay in doing any other act or thing which might in any manner or to any extent vary the risk of such Guarantor or otherwise operate as a discharge of such Guarantor or in any manner lessen the obligations of such Guarantor hereunder.

SECTION 4.    OBLIGATIONS UNIMPAIRED.

[Each][The] Guarantor authorizes the holders, without notice or demand to such Guarantor [or any other Guarantor] and without affecting its obligations hereunder, from time to time: (a) to renew, compromise, extend, accelerate or otherwise change the time for payment of, all or any part of the Notes, the Note Agreement or any other instrument referred to therein;

(b)to change any of the representations, covenants, events of default or any other terms or conditions of or pertaining to the Notes, the Note Agreement or any other instrument referred to therein, including, without limitation, decreases or increases in amounts of principal, rates of interest, the Make-Whole Amount or any other obligation; (c) to take and hold security for the payment of the Notes, the Note Agreement or any other instrument referred to therein, for the performance of this Subsidiary Guaranty Agreement or otherwise for the Indebtedness guaranteed hereby and to exchange, enforce, waive, subordinate and release any such security; (d) to apply any such security and to direct the order or manner of sale thereof as the holders in their sole discretion may determine; (e) to obtain additional or substitute endorsers or guarantors or release any other Guarantor or any other Person or entity primarily or secondarily liable in respect of the Guaranteed Obligations; (f) to exercise or refrain from exercising any rights against the Company, [any][the] Guarantor or any other Person; and (g) to apply any sums, by whomsoever paid or however realized, to the payment of the Guaranteed Obligations and all other obligations owed hereunder. The holders shall have no obligation to proceed against any additional or substitute endorsers or guarantors or to pursue or exhaust any security provided by the Company, such Guarantor [or any other Guarantor] or any other Person or to pursue any other remedy available to the holders.

If an event permitting the acceleration of the maturity of the principal amount of any Notes shall exist and such acceleration shall at such time be prevented or the right of any holder to receive any payment on account of the Guaranteed Obligations shall at such time be delayed or otherwise affected by reason of the pendency against the Company, [any][the] Guarantor or

9.8-4

any other guarantors of a case or proceeding under a bankruptcy or insolvency law, such Guarantor agrees that, for purposes of this Subsidiary Guaranty Agreement and its obligations hereunder, the maturity of such principal amount shall be deemed to have been accelerated with the same effect as if the holder thereof had accelerated the same in accordance with the terms of the Note Agreement, and such Guarantor shall forthwith pay such accelerated Guaranteed Obligations.

SECTION 5.    SUBROGATION AND SUBORDINATION.

(a)[Each][The] Guarantor will not exercise any rights which it may have acquired by way of subrogation under this Subsidiary Guaranty Agreement, by any payment made hereunder or otherwise, or accept any payment on account of such subrogation rights, or any rights of reimbursement, contribution or indemnity or any rights or recourse to any security for the Notes or this Subsidiary Guaranty Agreement unless and until all of the Guaranteed Obligations shall have been indefeasibly paid in full in cash.

(b)[Each][The] Guarantor hereby subordinates the payment of all Indebtedness and other obligations of the Company or any other guarantor of the Guaranteed Obligations owing to such Guarantor, whether now existing or hereafter arising, including, without limitation, all rights and claims described in clause (a) of this Section 5, to the indefeasible payment in full in cash of all of the Guaranteed Obligations. If the Required Holders so request, any such Indebtedness or other obligations shall be enforced and performance received by such Guarantor as trustee for the holders and the proceeds thereof shall be paid over to the holders promptly, in the form received (together with any necessary endorsements) to be applied to the Guaranteed Obligations, whether matured or unmatured, as may be directed by the Required Holders, but without reducing or affecting in any manner the liability of [any][the] Guarantor under this Subsidiary Guaranty Agreement.

(c)If any amount or other payment is made to or accepted by [any][the] Guarantor in violation of any of the preceding clauses (a) and (b) of this Section 5, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the holders and shall be paid over to the holders promptly, in the form received (together with any necessary endorsements) to be applied to the Guaranteed Obligations, whether matured or unmatured, as may be directed by the Required Holders, but without reducing or affecting in any manner the liability of such Guarantor under this Subsidiary Guaranty Agreement.

(d)[Each][The] Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Note Agreement and that its agreements set forth in this Subsidiary Guaranty Agreement (including this Section 5) are knowingly made in contemplation of such benefits.

(e)[Each][The] Guarantor hereby agrees that, to the extent that a Guarantor shall have paid an amount hereunder to any holder that is greater than the net value of the benefits received, directly or indirectly, by such paying guarantor as a result of the issuance and sale of the Notes (such net value, its “Proportionate Share”), such paying guarantor shall, subject to Section 5(a) and 5(b), be entitled to contribution from any guarantor that has not paid its

9.8-5

Proportionate Share of the Guaranteed Obligations. Any amount payable as a contribution under this Section 5(e) shall be determined as of the date on which the related payment is made by such guarantor seeking contribution and [each][the] Guarantor acknowledges that the right to contribution hereunder shall constitute an asset of such Guarantor to which such contribution is owed. Notwithstanding the foregoing, the provisions of this Section 5(e) shall in no respect limit the obligations and liabilities of [any][the] Guarantor to the holders of the Notes hereunder or under the Notes, the Note Agreement or any other document, instrument or agreement executed in connection therewith, and [each][the] Guarantor shall remain jointly and severally liable for the full payment and performance of the Guaranteed Obligations.

SECTION 6.    REINSTATEMENT OF GUARANTY.

This Subsidiary Guaranty Agreement shall continue to be effective, or be reinstated, as the case may be, if and to the extent at any time payment, in whole or in part, of any of the sums due to any holder on account of the Guaranteed Obligations is rescinded or must otherwise be restored or returned by a holder upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Company or any other guarantors, or upon or as a result of the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to the Company or any other guarantors or any part of its or their property, or otherwise, all as though such payments had not been made.

SECTION 7.    RANK OF GUARANTY.

[Each][The] Guarantor will ensure that its payment obligations under this Subsidiary Guaranty Agreement will at all times rank at least pari passu, without preference or priority, with all other unsecured and unsubordinated Indebtedness of such Guarantor now or hereafter existing.

SECTION 8.    RESERVED.

SECTION 9.    REPRESENTATIONS AND WARRANTIES OF [EACH][THE] GUARANTOR.

[Each][The] Guarantor represents and warrants to each holder as follows:

Section 9.1. Organization; Power and Authority.    Such Guarantor is a [___________]⁷, duly incorporated or organized, as the case may be, validly existing and in good standing under the laws of its jurisdiction of [_________]⁸, and is duly qualified as a foreign [__________]⁹ and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so

___________________

7    Insert type of entity and jurisdiction.

8    Insert appropriate entity formation (e.g., incorporation, organization, etc.)

9    Insert type of entity.

9.8-6

qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Such Guarantor has the [___________]¹⁰ power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Subsidiary Guaranty Agreement and to perform the provisions hereof.

Section 9.2. Authorization, Etc. This Subsidiary Guaranty Agreement has been duly authorized by all necessary [__________]¹¹ action on the part of such Guarantor, and this Subsidiary Guaranty Agreement constitutes a legal, valid and binding obligation of such Guarantor enforceable against such Guarantor in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 9.3. Reserved.

Section 9.4. Compliance with Laws, Other instruments, Etc. The execution, delivery and performance by such Guarantor of this Subsidiary Guaranty Agreement will not (a) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of such Guarantor or any of its Subsidiaries under, any Material indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, organizational documents, or any other Material agreement or instrument to which such Guarantor or any of its Subsidiaries is bound or by which such Guarantor or any of its Subsidiaries or any of their respective properties may be bound or affected, (b) conflict with or result in a breach of any of the terms, conditions or provisions of any Material order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to such Guarantor or any of its Subsidiaries or (c) violate, in any Material respect, any provision of any statute or other rule or regulation of any Governmental Authority applicable to such Guarantor or any of its Subsidiaries.

Section 9.5. Governmental Authorizations, Etc. No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by such Guarantor of this Subsidiary Guaranty Agreement, [other than [_____], which consent, approval or authorization or registration, filing or declaration has been obtained or made, as applicable].

Section 9.6. Reserved

10 Insert appropriate form of action (e.g., corporate, limited liability company, etc.).

11 Insert appropriate entity power.

9.8-7

Section 9.7. Solvency. Upon the execution and delivery hereof, such Guarantor will be solvent, will be able to pay its debts as they mature, and will have capital sufficient to carry on its business.

SECTION 10.    RESERVED.

SECTION 11.    TERM OF SUBSIDIARY GUARANTY AGREEMENT.

Except as set forth in Section 9.8(c) of the Note Agreement, this Subsidiary Guaranty Agreement and all guarantees, covenants and agreements of the Guarantor[s] contained herein shall continue in full force and effect and shall not be discharged until such time as all of the Guaranteed Obligations and all other obligations hereunder shall be indefeasibly paid in full in cash and shall be subject to reinstatement pursuant to Section 6.

SECTION 12.    SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

All representations and warranties contained herein shall survive the execution and delivery of this Subsidiary Guaranty Agreement and may be relied upon by any subsequent holder, regardless of any investigation made at any time by or on behalf of any Purchaser or any other holder. All statements contained in any certificate or other instrument delivered by or on behalf of [a][the] Guarantor pursuant to this Subsidiary Guaranty Agreement shall be deemed representations and warranties of such Guarantor under this Subsidiary Guaranty Agreement. Subject to the preceding sentence, this Subsidiary Guaranty Agreement embodies the entire agreement and understanding between each holder and the Guarantors and supersedes all prior agreements and understandings relating to the subject matter hereof.

SECTION 13.    AMENDMENT AND WAIVER.

Section 13.1. Requirements. Except as otherwise provided in the fourth paragraph of Section 1 of this Subsidiary Guaranty Agreement, this Subsidiary Guaranty Agreement may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of [each][the] Guarantor and the Required Holders, except that no amendment or waiver (a) of any of the first three paragraphs of Section 1 or any of the provisions of Section 2, 3, 4, 5, 6, 7, 11 or 13 hereof, or any defined term (as it is used therein), or (b) which results in the limitation of the liability of [any][the] Guarantor hereunder (except to the extent provided in the fourth paragraph of Section 1 of this Subsidiary Guaranty Agreement) will be effective as to any holder unless consented to by such holder in writing.

Section 13.2. Solicitation of Holders of Notes.

(a) Solicitation. [Each][The] Guarantor will provide each holder of the Notes (irrespective of the amount of Notes then owned by it) with reasonably sufficient information, reasonably sufficiently far in advance of the date a decision is required, to enable such holder to make an informed and considered decision with respect to any proposed amendment, waiver or

9.8-8

consent in respect of any of the provisions hereof. [Each][The] Guarantor will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 13.2 to each holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the Required Holders.

(b) Payment. The Guarantor[s] will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security or provide other credit support, to any holder as consideration for or as an inducement to the entering into by any holder of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted or other credit support concurrently provided, on the same terms, ratably to each holder even if such holder did not consent to such waiver or amendment.

Section 13.3. Binding Effect. Any amendment or waiver consented to as provided in this Section 13 applies equally to all holders and is binding upon them and upon each future holder and upon [each][the] Guarantor without regard to whether any Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between [a][the] Guarantor and the holder nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder. As used herein, the term “this Subsidiary Guaranty Agreement” and references thereto shall mean this Subsidiary Guaranty Agreement as it may be amended, modified, supplemented or restated from time to time.

Section 13.4. Notes Held by Company, Etc. Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Subsidiary Guaranty Agreement, or have directed the taking of any action provided herein to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by [any][the] Guarantor, the Company or any of their respective Affiliates shall be deemed not to be outstanding.

SECTION 14.    NOTICES.

All notices and communications provided for hereunder shall be in writing and sent (a) by telecopy or electronic mail (to those recipients who have provided email addresses specifically for such purpose to the other parties hereto) if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), or (b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by a recognized overnight delivery service (with charges prepaid). Any such notice must be sent:

(a)    if to [any][the] Guarantor, to [____________________], or such other address as such Guarantor shall have specified to the holders in writing, or

9.8-9

(b)     if to any holder, to such holder at the addresses specified for such communications set forth in Schedule A to the Note Agreement, or such other address as such holder shall have specified to the Guarantor[s] in writing.

SECTION 15.    MISCELLANEOUS.

Section 15.1. Successors and Assigns; Joinder. All covenants and other agreements contained in this Subsidiary Guaranty Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns whether so expressed or not. It is agreed and understood that any Person may become a Guarantor hereunder by executing a Subsidiary Guarantor Supplement substantially in the form of Exhibit A attached hereto and delivering the same to the holders. Any such Person shall thereafter be a “Guarantor” for all purposes under this Subsidiary Guaranty Agreement.

Section 15.2. Severability. Any provision of this Subsidiary Guaranty Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law), not invalidate or render unenforceable such provision in any other jurisdiction.

Section 15.3. Construction. Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such express contrary provision) be deemed to excuse compliance with any other covenant. Whether any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

The section and subsection headings in this Subsidiary Guaranty Agreement are for convenience of reference only and shall neither be deemed to be a part of this Subsidiary Guaranty Agreement nor modify, define, expand or limit any of the terms or provisions hereof. All references herein to numbered sections, unless otherwise indicated, are to sections of this Subsidiary Guaranty Agreement. Words and definitions in the singular shall be read and construed as though in the plural and vice versa, and words in the masculine, neuter or feminine gender shall be read and construed as though in either of the other genders where the context so requires.

Section 15.4. Further Assurances. [Each][The] Guarantor agrees to execute and deliver all such instruments and take all such action as the Required Holders may from time to time reasonably request in order to effectuate fully the purposes of this Subsidiary Guaranty Agreement.

Section 15.5. Governing Law. This Subsidiary Guaranty Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York, excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

9.8-10

Section 15.6. Jurisdiction and Process; Waiver of Jury Trial. (a) Each party to this Subsidiary Guaranty Agreement hereby irrevocably submits to the exclusive jurisdiction of any federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Subsidiary Guaranty Agreement or the Notes; provided that if no such federal court has jurisdiction to accept such suit, action or proceeding, then each party to this Agreement irrevocably and unconditionally submits to the exclusive jurisdiction of any state court sitting in the Borough of Manhattan, The City of New York. To the fullest extent permitted by applicable law, each party to this Subsidiary Guaranty Agreement irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

(b)    [Each][The] Guarantor consents to process being served by or on behalf of any holder in any suit, action or proceeding of the nature referred to in Section 15.6(a) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receipt requested, to it at its address specified in Section 14 or at such other address of which such holder shall then have been notified pursuant to Section 14. [Each][The] Guarantor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.

(c)    Nothing in this Section 15.6 shall affect the right of any holder to serve process in any manner permitted by law, or limit any right that the holders may have to bring proceedings against [any][the] Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

(d)     THE GUARANTOR[S] AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS SUBSIDIARY GUARANTY AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.

9.8-11

IN WITNESS WHEREOF, [each][the] Guarantor has caused this Subsidiary Guaranty Agreement to be duly executed and delivered as of the date and year first above written.

[NAME OF GUARANTOR]
By:
	Name:
	Title:
Notice Address for such Guarantor
[NAME OF GUARANTOR]
By:
	Name:
	Title:
Notice Address for such Guarantor

9.8-12

EXHIBIT A

SUBSIDIARY GUARANTOR SUPPLEMENT

THIS SUBSIDIARY GUARANTOR SUPPLEMENT (the “Subsidiary Guarantor Supplement”),

dated as of [______, 20 ] is made by [_____], a [_____]¹² (the “Additional Guarantor”), in favor of the holders from time to time of the Notes issued pursuant to the Note Agreement described below:

PRELIMINARY STATEMENTS:

I.Pursuant to the Master Note Purchase Agreement dated as of June 20, 2016 (as amended, modified, supplemented or restated from time to time, the “Note Agreement”), by and among Spire Inc., a Missouri corporation (the “Company”), and the Persons listed on the signature pages thereto (the “Purchasers”), the Company has issued and sold (a) $35,000,000 aggregate principal amount of its Series 2016 Senior Notes, Tranche A, due 2021 and (b) $130,000,000 aggregate principal amount of its Series 2016 Senior Notes, Tranche B, due 2026 (collectively, the “Initial Notes”). The Company is authorized to issue Additional Notes (as such term is defined in the Note Agreement) of one or more separate series from time to time pursuant to Section 1.3 of the Note Agreement. The Initial Notes, the Additional Notes and any other Notes that may from time to time be issued pursuant to the Note Agreement (including any notes issued in substitution for any of the Notes) are herein collectively called the “Notes” and individually a “Note”.

II.The Company is required pursuant to the Note Agreement to cause the Additional Guarantor to deliver this Subsidiary Guarantor Supplement in order to cause the Additional Guarantor to become a Guarantor under the Subsidiary Guaranty Agreement dated as of [________________, 20____] executed by [certain Subsidiaries of the Company] (together with each entity that from time to time becomes a party thereto by executing a Subsidiary Guarantor Supplement pursuant to Section 15.1 thereof, collectively, the “Guarantors”) in favor of each holder from time to time of any of the Notes (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Subsidiary Guaranty Agreement”).

III.The Additional Guarantor has received and will receive substantial direct and indirect benefits from the Company’s compliance with the terms and conditions of the Note Agreement and the Notes issued thereunder.

IV.Capitalized terms used and not otherwise defined herein have the definitions set forth in the Note Agreement.

12 Insert type of entity and jurisdiction.

9.8-13

Now therefore, in consideration of the funds advanced to the Company by the Purchasers under the Note Agreement and to enable the Company to comply with the terms of the Note Agreement, the Additional Guarantor hereby covenants, represents and warrants to the holders as follows:

The Additional Guarantor hereby becomes a Guarantor (as defined in the Subsidiary Guaranty Agreement) for all purposes of the Subsidiary Guaranty Agreement. Without limiting the foregoing, the Additional Guarantor hereby (a) jointly and severally with the other Guarantor[s] under the Subsidiary Guaranty Agreement, guarantees to the holders from time to time of the Notes the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) and the full and prompt performance and observance of all Guaranteed Obligations (as defined in Section 1 of the Subsidiary Guaranty Agreement) in the same manner and to the same extent as is provided in the Subsidiary Guaranty Agreement, (b) accepts and agrees to perform and observe all of the covenants set forth therein, (c) waives the rights set forth in Section 3 of the Subsidiary Guaranty Agreement, (d) makes the representations and warranties set forth in Section 9 of the Subsidiary Guaranty Agreement and (e) waives the rights, submits to jurisdiction, and waives service of process as described in Section 15.6 of the Subsidiary Guaranty Agreement.

Notice of acceptance of this Subsidiary Guarantor Supplement and of the Subsidiary Guaranty Agreement, as supplemented hereby, is hereby waived by the Additional Guarantor.

The address for notices and other communications to be delivered to the Additional Guarantor pursuant to Section 14 of the Subsidiary Guaranty Agreement is set forth below.

IN WITNESS WHEREOF, the Additional Guarantor has caused this Subsidiary Guarantor Supplement to be duly executed and delivered as of the date and year first above written.

[NAME OF GUARANTOR]
By:
	Name:
	Title:
Notice Address for such Guarantor

9.8-14

______________________________________________________________________________

SPIRE INC.

[NUMBER] SUPPLEMENT TO MASTER NOTE PURCHASE AGREEMENT

Dated as of [_____________]

Re:    $[____________] [_____]% Series [    ] Senior Notes

due[__________________]

______________________________________________________________________________

EXHIBIT S

(to Master Note Purchase Agreement)

SPIRE INC.

Dated as of [_____________]

To the Purchaser(s) named in Schedule A hereto

Ladies and Gentlemen:

This [Number] Supplement to Master Note Purchase Agreement (this “Supplement”) is between SPIRE INC., a Missouri corporation (the “Company”), and the institutional investors named on Schedule A attached hereto (the “Purchasers”).

Reference is hereby made to that certain Master Note Purchase Agreement dated as of June [_], 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”) between the Company and the purchasers listed on Schedule A thereto. All capitalized definitional terms not otherwise defined herein shall have the same meaning as specified in the Note Purchase Agreement. Reference is further made to Section 1.3 of the Note Purchase Agreement which requires that, prior to the delivery of any Additional Notes, the Company and each Additional Purchaser shall execute and deliver a Supplement.

The Company hereby agrees with the Purchaser(s) as follows:

1.The Company has authorized the issue and sale of $[_______] aggregate principal amount of its [__________]% Series [_____] Senior Notes due [______] (the “SeriesNotes”). The Series [____] Notes, together with the Series 2016 Notes [and the Series ____ Notes] initially issued pursuant to the Note Purchase Agreement [and the Supplement] and each series of Additional Notes which may from time to time hereafter be issued pursuant to the provisions of Section 1.3 of the Note Purchase Agreement, are collectively referred to as the “Notes” (such term shall also include any such notes issued in substitution therefor pursuant to Section 13 of the Note Purchase Agreement). The Series [__________] Notes shall be substantially in the form set out in Exhibit 1 hereto with such changes therefrom, if any, as may be approved by the Purchaser(s) and the Company.

2.Subject to the terms and conditions hereof and as set forth in the Note Purchase Agreement and on the basis of the representations and warranties hereinafter set forth, the Company agrees to issue and sell to each Purchaser, and each Purchaser agrees to purchase from the Company, Series [_________] Notes in the principal amount set forth opposite such Purchaser’s name on Schedule A hereto at a price of 100% of the principal amount thereof on the closing date hereinafter mentioned.

3.The sale and purchase of the Series [_________] Notes to be purchased by each Purchaser shall occur at the offices of [_________] at 10:00 A.M. Chicago time, at a closing (the “Closing”) on [___________] or on such other Business Day thereafter on or prior

to [_______] as may be agreed upon by the Company and the Purchasers. At the Closing, the Company will deliver to each Purchaser the Series [_____] Notes to be purchased by such Purchaser in the form of a single Series [    ] Note (or such greater number of Series [_______] Notes in denominations of at least $250,000 as such Purchaser may request) dated the date of the Closing and registered in such Purchaser’s name (or in the name of such Purchaser’s nominee), against delivery by such Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company, with wire instructions to be provided by the Company to the Purchaser at least three Business Days prior to the Closing date in accordance with Section 4. If, at the Closing, the Company shall fail to tender such Series [    ] Notes to any Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to any Purchaser’s satisfaction, such Purchaser shall, at such Purchaser’s election, be relieved of all further obligations under this Supplement, without thereby waiving any rights such Purchaser may have by reason of such failure or such nonfulfillment.

4.    The obligation of each Purchaser to purchase and pay for the Series [______] Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to the Closing, of the conditions set forth in Section 4 of the Note Purchase Agreement (giving effect to any changes to the representations and warranties set forth in the Note Purchase Agreement effectuated by this Supplement) with respect to the Series [    ] Notes to be purchased at the Closing, and to the following additional conditions:

(a)Except as supplemented, amended or superseded by the representations and warranties set forth in Exhibit A hereto, each of the representations and warranties of the Company set forth in Section 5 of the Note Purchase Agreement shall be correct as of the date of Closing and the Company shall have delivered to each Purchaser an Officer’s Certificate, dated the date of the Closing certifying that such condition has been fulfilled.

(b)The Company shall have consummated the sale of the entire principal amount of the Notes scheduled to be sold at the Closing pursuant to this Supplement.

5.    [Insert special provisions for Series [_____] Notes including prepayment provisions applicable to Series [______] Notes (including Make-Whole Amount) and closing conditions applicable to Series [______] Notes].

6.    Each Purchaser represents and warrants that the representations and warranties set forth in Section 6 of the Note Purchase Agreement are true and correct on the date hereof with respect to the purchase of the Series [_______] Notes by such Purchaser.

7.    Subject to the terms of this Supplement, the Company and each Purchaser agree to be bound by and comply with the terms and provisions of the Note Purchase Agreement as fully and completely as if such Purchaser were an original signatory to the Note Purchase Agreement.

The execution hereof shall constitute a contract between the Company and the Purchaser(s) for the uses and purposes hereinabove set forth, and this agreement may be

executed in any number of counterparts, each executed counterpart constituting an original but all together only one agreement.

	SPIRE INC.
	By:
		Name:
		Title:
Accepted as of _________________
	[VARIATION]
	By:
		Name:
		Title:

INFORMATION RELATING TO PURCHASERS

PRINCIPAL

NAME AND ADDRESS OF PURCHASER                    AMOUNT OF SERIES

[_______] NOTES TO BE

PURCHASED

[NAME OF PURCHASER]    

$

(1) All payments by wire transfer of immediately available funds to:

with sufficient information to identify the source and application of such funds.

(2) All notices of payments and written confirmations of such wire transfers:

(3) All other communications:

SCHEDULE A

(to Supplement)

SUPPLEMENTAL REPRESENTATIONS

The Company represents and warrants to each Purchaser that except as hereinafter set forth in this Exhibit A, each of the representations and warranties set forth in Section 5 of the Note Purchase Agreement is true and correct in all Material respects as of the date hereof with respect to the Series [______] Notes with the same force and effect as if each reference to “Series 2016 Notes” set forth therein was modified to refer the “Series [______] Notes” and each reference to “this Agreement” therein was modified to refer to the Note Purchase Agreement as

supplemented by the [______] Supplement. The Section references hereinafter set forth correspond to the similar sections of the Note Purchase Agreement which are supplemented hereby:

Section 5.3. Disclosure. The Company, through its agent, [______], has delivered to each Purchaser a copy of a Private Placement Memorandum, dated [______] (the “Memorandum”), relating to the transactions contemplated by the [______] Supplement. The Note Purchase Agreement, the [______] Supplement, the Memorandum and the documents, certificates or other writings delivered to the Purchasers by or on behalf of the Company in connection with the transactions contemplated by the Note Purchase Agreement and the [    ] Supplement and identified in Schedule 5.3, and the financial statements listed in Schedule 5.5 (the Note Purchase Agreement, the [______] Supplement, the Memorandum and such documents, certificates or other writings and such financial statements delivered to each Purchaser prior to [circle date] being referred to, collectively, as the “Disclosure Documents”), taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made; provided that, with respect to projections, budgets and other estimates, the Company represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. Except as disclosed in the Disclosure Documents, since [last audit date], there has been no change in the financial condition, operations, business or properties of the Company or any of its Subsidiaries except changes that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.

Section 5.4. Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 to the [______] Supplement is (except as noted therein) a complete and correct list of the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock outstanding owned by the Company and each other Subsidiary.

Section 5.13. Private Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the Series [______] Notes or any similar Securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the Purchasers and not more than [    ] other Institutional Investors, each of which has been offered the Series [______] Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Series [______] Notes to the registration

EXHIBIT A

(to Supplement)

requirements of Section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction.

Section 5.14. Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Series [______] Notes as set forth under the heading [“Summary of Proposed Note Offering” of the Memorandum]. No part of the proceeds from the sale of the Series [______] Notes under the [______] Supplement will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 15% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 15% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Section 5.15. Existing Indebtedness. (a) Except as described therein, Schedule 5.15 to the [______] Supplement sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of [______] (including a description of the obligors and obligees, principal amount outstanding and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries (other than as permitted hereunder). Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $[25,000,000] that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

[Add any additional Sections and/or modify any other Sections as appropriate at the time the Series [______] Notes are issued]

[FORM OF SERIES [______] NOTE]

THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM AND, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.

EXHIBIT 1

(to Supplement)

SPIRE INC.

[______]% SERIES [] SENIOR NOTE, [TRANCHE______], DUE [______]

No. [_____]                                            [Date]

$[_______]                                     PPN [__________]

FOR VALUE RECEIVED, the undersigned, SPIRE INC. (herein called the “Company”), a corporation organized and existing under the laws of the State of Missouri, hereby promises to pay to [______], or its registered assigns, the principal sum of [______] DOLLARS (or so much thereof as shall not have been prepaid) on

[______], with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of [______]% per annum from the date hereof, payable semi-annually, on the [______] day of [______] and [    ] in each year, commencing with the [______] or [______] next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount, payable semi-annually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of (i) [    ]% and (ii) 2.0% over the rate of interest publicly announced by [name of reference bank] from time to time in New York, New York as its “base” or “prime” rate.

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at UMB Bank & Trust, N.A. or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below.

This Note is one of a series of Senior Notes (herein called the “Notes”) issued pursuant to a Supplement to the Master Note Purchase Agreement, dated June 20, 2016 (as from time to time amended, restated and supplemented, the “Note Purchase Agreement”), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the provisions of the Note Purchase Agreement, including, without limitation, the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representations set forth in Section 6.1 and Section 6.2 of the Note Purchase Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement.

This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat

1-2

the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

This Note is subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise.

If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement.

This Note shall be construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

SPIRE INC.
By
	Name:
	Title:

EX-4.3

Exhibit 4.3

_____________________________________________________________________________________________________

SPIRE INC.

FIRST SUPPLEMENT TO MASTER NOTE PURCHASE AGREEMENT

Dated as of March 15, 2017

Re: $100,000,000 3.93% Series 2017 Senior Notes, Tranche C

due 2027

___________________________________________________________________________________

SPIRE INC.

Dated as of March 15, 2017

To the Purchaser(s) named in

Schedule A hereto

Ladies and Gentlemen:

This First Supplement to Master Note Purchase Agreement (this "First Supplement") is between SPIRE INC., a Missouri corporation (the "Company"), and the institutional investors named on Schedule A attached hereto (the "Purchasers").

Reference is hereby made to that certain Master Note Purchase Agreement dated as of June 20, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the "Note Purchase Agreement") between the Company and the purchasers listed on Schedule A thereto. All capitalized definitional terms not otherwise defined herein shall have the same meaning as specified in the Note Purchase Agreement. Reference is further made to Section 1.3 of the Note Purchase Agreement which requires that, prior to the delivery of any Additional Notes, the Company and each Additional Purchaser shall execute and deliver a Supplement.

The Company hereby agrees with the Purchaser(s) as follows:

1.The Company has authorized the issue and sale of $100,000,000 aggregate principal amount of its 3.93% Series 2017 Senior Notes, Tranche C, due March 15, 2027 (the "Series 2017 Notes"). The Series 2017 Notes, together with the Series 2016 Notes initially issued pursuant to the Note Purchase Agreement and each series of Additional Notes which may from time to time hereafter be issued pursuant to the provisions of Section 1.3 of the Note Purchase Agreement, are collectively referred to as the "Notes" (such term shall also include any such notes issued in, substitution therefor pursuant to Section 13 of the Note Purchase Agreement). The Series 2017 Notes shall be substantially in the form set out in Exhibit 1 hereto with such changes therefrom, if any, as may be approved by the Purchaser(s) and the Company.

2.Subject to the terms and conditions hereof and as set forth in the Note Purchase Agreement and on the basis of the representations and warranties hereinafter set forth, the Company agrees to issue and sell to each Purchaser, and each Purchaser agrees to purchase from the Company, Series 2017 Notes in the principal amount set forth opposite such Purchaser's name on Schedule A hereto at a price of 100% of the principal amount thereof on the closing date hereinafter mentioned.

3.The sale and purchase of the Series 2017 Notes to be purchased by each Purchaser shall occur at the offices of Chapman and Cutler I2LP, 111 West Monroe Street, Chicago, Illinois 60603, at 10:00 A.M. Chicago time, at a closing (the "Closing") on March 15, 2017 or on such other Business Day thereafter on or prior to March 17, 2017 as may be agreed upon by the

Company and the Purchasers. At the Closing, the Company will deliver to each Purchaser the Series 2017 Notes to be purchased by such Purchaser in the form of a single Series 2017 Note (or such greater number of Series 2017 Notes in denominations of at least $150,000 as such Purchaser may request) dated the date of the Closing and registered in such Purchaser's name (or in the name of such Purchaser's nominee), against delivery by such Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company, with wire instructions to be provided by the Company to the Purchaser at least three Business Days prior to the. Closing date in accordance with Section 4. If, at the Closing, the Company shall fail to tender such Series 2017 Notes to any Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to any Purchaser's satisfaction, such Purchaser shall, at such Purchaser's election, be relieved of all further obligations under this First Supplement, without thereby waiving any rights such Purchaser may have by reason of such failure or such nonfulfillment.

4.Each Purchaser's obligation to purchase and pay for the Series 2017 Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to such Purchaser's satisfaction, prior to or at the Closing, of the conditions set forth in Exhibit A hereto.

5.The obligation of each Purchaser to purchase and pay for the Series 2017 Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to such Purchaser's satisfaction, prior to the Closing, of the following conditions:

(a)The representations and warranties set forth in Exhibit B hereto, amend and supersede the representations and warranties set forth in Section 5 of the Note Purchase Agreement. Each of such representations and warranties shall be correct as of the date of Closing and the Company shall have delivered to each Purchaser an Officer's Certificate, dated the date of the Closing certifying that such condition has been fulfilled.

(b)The Company shall have consummated the sale of the entire principal amount of the Notes scheduled to be sold at the Closing pursuant to this First Supplement.

6.(a) The entire unpaid principal balance of the Series 2017 Notes shall be due and payable on the stated maturity date thereof.

(b)For the purposes of the Note Purchase Agreement and this First Supplement, the term "Make-Whole Amount" means with respect to any Series 2017 Note, 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 Series 2017 Note, minus 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 with respect to such Series 2017 Note:

"Called Principal" means, with respect to any Series 2017 Note, the principal of such Series 2017 Note that is to be prepaid pursuant to Section 8.2 of the Note Purchase Agreement or

has become or is declared to be immediately due and payable pursuant to Section 12.1 to the Note Purchase Agreement, as the context requires.

"Discounted Value" means, with respect to the Called Principal of any Series 2017 Note, 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 Series 2017 Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal.

"Reinvestment Yield" means, with respect to the Called Principal of any Series 2017 Note, 0.5% over the yield to maturity implied by the yield(s) 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 ("Reported") having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. If there are no such U.S. Treasury securities Reported having a maturity equal to such Remaining Average. Life, then such implied yield to maturity will be determined by (a) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between the yields Reported for the applicable most recently issued actively traded on-the-run U.S. Treasury securities with the maturities (1) closest to and greater than such Remaining Average Life and (2) 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 Note.

If such yields are not Reported or the yields Reported as of such time are not ascertainable (including by way of interpolation), then "Reinvestment Yield" means, with respect to the Called Principal of any Series 2017 Note, 0.50% over the yield to maturity implied by the U.S. Treasury constant maturity 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 the U.S. Treasury constant maturity having a term equal to the Remaining Average Life of such Called Principal as of such Settlement Date. If there is no such U.S. Treasury constant maturity having a term equal to such Remaining Average Life, such implied yield to maturity will be determined by interpolating linearly between (1) the U.S. Treasury constant maturity so reported with the term closest to and greater than such Remaining Average Life and (2) the U.S. Treasury constant maturity so reported with the term 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 Series 2017 Note.

"Remaining Average Life" means, with respect to any Called Principal, the number of years 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, computed on the basis of a 360-day year composed of twelve 30-day months and calculated to two decimal places, 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 Series 2017 Note, 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 Series 2017 Notes, 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 Section 8.4 of the Note Purchase Agreement or Section 12.1 of the Note Purchase Agreement.

"Settlement Date" means, with respect to the Called Principal of any Series 2017 Note, the date on which such Called Principal is to be prepaid pursuant to Section 8.2 of the Note Purchase Agreement or has become or is declared to be immediately due and payable pursuant to Section 12.1 of the Note Purchase Agreement, as the context requires.

(c)For the purposes of the Note Purchase Agreement and this First Supplement, Section 1.3(v) of the Note Purchase Agreement is hereby amended to read as follows:

"(v) the minimum principal amount of any Note issued under a Supplement shall be $150,000, except as may be necessary to evidence the outstanding amount of any Note originally issued in a denomination of $150,000 or more;"

(d)For the purposes of the Note Purchase Agreement and this First Supplement, Section 6.1 of the Note Purchase Agreement is hereby amended to read as follows:

"Section 6.1 . Purchase for Investment. (a) Each Purchaser severally represents that (i) it is an "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and (ii) it is purchasing the Series 2017 Notes for its own account or for one or more separate accounts maintained by such Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of such Purchaser's or their property shall at all times be within such Purchaser's or their control. Each Purchaser understands that the Series 2017 Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Series 2017 Notes.

(b)     Each Purchaser severally represents that it (or its investment manager) has received and reviewed the Disclosure Documents and has been furnished an opportunity to obtain any additional information or documents concerning the Company and its Subsidiaries, and their financial condition, operations, business or properties, necessary or desirable to make an informed decision as to an investment in the Notes. Each Purchaser further represents that such Purchaser (or its investment manager) has had the opportunity to ask questions of the Company and received answers concerning the terms and conditions of the sale of the Notes."

(e)For the purposes of the Note Purchase Agreement and this First Supplement, Section 13.2 of the Note Purchase Agreement is hereby amended to read as follows:

"Section 13.2. Transfer and Exchange of Notes. Upon surrender of any Note to the Company at the address and to the attention of the designated officer (all as specified in Section 18(iv)) (and with a copy thereof delivered concurrently to the Registrar), for registration of transfer or exchange (and in the case of a surrender for registration of transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder's attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver, at the Company's reasonable expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of the Note of such Series originally issued hereunder or pursuant to any Supplement. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $250,000,provided, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $250,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representations set forth in Section 6.1(a) and Section 6.2."

(f)For the purposes of the Note Purchase Agreement and this First Supplement, the terms below have the following meaning with respect to any holder of a Series 2017 Note:

"Mortgage" means any of the following: (1) Laclede Gas Mortgage and Deed of Trust, dated as of February 1, 1945, to UMB Bank & Trust Company, N.A., successor trustee, as amended and supplemented by supplemental indentures and as may be further amended and supplemented from time to time or (2) Amended and Restated Indenture of Mortgage, dated as of September 1, 2011, between Mobile Gas Service Corporation and Regions Bank, as trustee, as amended and supplemented by supplemental indentures and as may be further amended and supplemented from time to time.

"Permitted Liens" means, with respect to any Person, any of the following:

(a)(i) Liens created pursuant to the Wells Facility (other than as contemplated

by (ii) and (iii) below), provided that all obligations of the Company under the Notes shall concurrently be secured equally and ratably with such Indebtedness, (ii) Liens on cash or deposits granted in favor of the Swingline Bank (under the Wells Facility) or the Issuing Bank (under the Wells Facility) to Cash Collateralize (as defined in the Wells Facility) any Defaulting Bank's (under the Wells Facility) participation in Letters of Credit or Swingline Loans (each under the Wells Facility) and (iii) Liens in favor of the Administrative Agent

(as defined in the Wells Facility) with respect to the Cash Collateral Account (as defined in the Wells Facility) and all amounts held therein from time to time as security for Letter of Credit Exposure (as defined in the Wells Facility), and for application to the Company's Reimbursement Obligations (as defined in the Wells Facility);

(b)    Liens for taxes, assessments and other governmental charges or levies (excluding any Lien imposed pursuant to any of the provisions of ERISA or environmental laws) (i) not yet due or as to which the period of grace (not to exceed sixty (60) days), if any, related thereto has not expired or (ii) which are being contested in good faith and by appropriate proceedings if adequate reserves are maintained to the extent required by GAAP;

(c)    Liens in respect of property imposed by law such as materialmen's, mechanics', carriers', warehousemen's, processors' or landlords' and other nonconsensual statutory liens incurred in the ordinary course of business, which (i) are not overdue for a period of more than sixty (60) days, or if more than sixty (60) days overdue, no action has been taken to enforce such Liens or such Liens are being contested in good faith and by appropriate proceedings if adequate reserves are maintained to the extent required by GAAP and (ii) do not, individually or in the aggregate, materially impair the use thereof in the operation of the business of the Company or any of its Subsidiaries;

(d)    Liens arising from good faith performance of bids, tenders, contracts (other than contracts for the payment of money), leases, statutory obligations, surety and appeal bonds, and other obligations of like nature arising in the ordinary course of such Person's business, including, without limitation, deposits and pledges of funds securing Permitted Commodity Hedging Obligations;

(e)     encumbrances in the nature of zoning restrictions, easements, rights of way or restrictions of record on the use of real property, which in the aggregate do not, in any material respect, impair the use thereof in the ordinary conduct of business;

(f)     Liens arising from the filing of precautionary UCC financing statements relating solely to personal property leased pursuant to operating leases entered into in the ordinary course of business of the Company and its Subsidiaries;

(g)Liens securing Indebtedness incurred in connection with Capitalized Leases; provided that (i) such Liens shall be created substantially simultaneously with the acquisition, repair, improvement or lease, as applicable, of the related property and (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness;

(h)Liens securing judgments for the payment of money not constituting an Event of Default under Section 11(i) or securing appeal or other surety bonds relating to such judgments;

(i)Liens on property (i) of any Person which are in existence at the time that such Person is acquired pursuant to an Acquisition that constitutes a Permitted Investment and (ii) of the Company or any of its Subsidiaries existing at the time such tangible property or tangible assets are purchased or otherwise acquired by the Company or such Subsidiary thereof pursuant to a transaction permitted pursuant to this Agreement; provided that, with respect to each of the foregoing clauses (i) and (ii), (A) such Liens are not incurred in connection with, or in anticipation of, such Acquisition, purchase or other acquisition, (B) such Liens are not "blanket" or all asset Liens and (C) such Liens do not attach to any other property of the Company or any of its Subsidiaries;

(j)Liens under the Mortgage;

(k)(i) Liens of a collecting bank arising in the ordinary course of business under Section 4-210 of the Uniform Commercial Code in effect in the relevant jurisdiction and (ii) Liens of any depositary institution in connection with statutory, common law and contractual rights relating to liens, rights of set-off, recoupment or similar rights with respect to any deposit account or other fund of the Company or any Subsidiary thereof;

(1)(i) contractual or statutory Liens of landlords to the extent relating to the

property and assets relating to any lease agreements with such landlord, and (ii) contractual Liens of suppliers (including sellers of goods) or customers granted in the ordinary course of business to the extent limited to the property or assets relating to such contract;

(m)     any interest or title of a licensor, sublicensor, lessor or sublessor with respect to any assets under any license or lease agreement entered into in the ordinary course of business which do not (i) interfere in any material respect with the business of the Company or its Subsidiaries or materially detract from the value of the relevant assets of the Company or its Subsidiaries or (ii) secure any Indebtedness;

(n)    Liens incurred in connection with the Permitted Securitization;

(o)    pledges or deposits made in the ordinary course of business to secure payment of worker's compensation insurance, unemployment insurance, pensions or social security programs;

(p)    Liens arising from good faith deposits in connection with or to secure performance of statutory obligation and surety and appeal bonds;

(q)    Liens on the proceeds of assets that were subject to Liens permitted hereunder or on assets acquired with such proceeds as a replacement of such former assets;

(r)    any Lien on any assets securing purchase money Indebtedness or Indebtedness incurred or assumed for the purpose of financing all or any part of the cost of acquiring, developing, operating, constructing, altering, repairing or improving all or part of such assets; provided such Lien attached to such asset concurrently with or within ninety

(90) days after the acquisition thereof, completion of construction, improvement or repair, or commencement of commercial operation of such assets;

(s)    Liens constituted by a right of set off or rights over a margin call account, or any form of cash collateral, or any similar arrangement, securing Permitted Commodity Hedging Obligations and/or physical trade obligations;

(t)    Liens not otherwise permitted hereunder securing Indebtedness or other obligations in the aggregate principal amount not to exceed the greater of (i) 15% of Consolidated Net Worth (as determined at the end of the most recently ended fiscal quarter) or (ii) $250,000,000 at any time outstanding, less any amount outstanding under the Permitted Securitization; provided that, notwithstanding the foregoing, the Company will not, and will not permit any Subsidiary to, grant any Liens securing Indebtedness outstanding under or in relation to any Principal Credit Facility or any private placement document pursuant to which the Company has issued senior notes, whether now existing or existing in the future, pursuant to this subsection (t) unless and until all obligations of the Company under this Agreement and, with respect to the Company only, the Notes, shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation in form and substance reasonably satisfactory to the Required Holders, and

(u)     any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any Liens referred to in the foregoing clauses (a) through (s) for amounts not exceeding the principal of the indebtedness (including undrawn commitments) secured by the Lien so extended, renewed or replaced; provided that such extension, renewal or replacement Lien is limited to all or part of the same property or assets that were covered by the Lien extended, renewed, or replaced (plus improvements on such property or assets);

provided, however, notwithstanding the foregoing, Permitted Liens shall not include (1) other than the Permitted Securitization, Liens on the accounts receivable of the Company and its Subsidiaries generated from the sale of natural gas, (2) Liens on the natural gas inventory of the Company and its Subsidiaries, (3) Liens imposed by ERISA, the creation of which would result in an Event of Default under Section 11(j) and (4) Liens on any of the common stock of any Subsidiary of the Company."

"Wells Facility" means the Loan Agreement, dated as of December 14, 2016, as it may be amended from time to time, amongst the Company, Alabama Gas Corporation, an Alabama corporation, Laclede Gas, the banks from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent for the banks.

(g)     For the purposes of the Note Purchase Agreement and this First Supplement, the terms "Laclede Gas Loan Agreement" and "Alagsco Loan Agreement" are hereby deleted as it relates to any holder of a Series 2017 Note.

7.    For clarity and in addition to any other rights of the Series 2017 Notes, it is acknowledged and agreed that so long as any Series 2017 Notes remain outstanding, in the event

the Company is required to offer to prepay any Notes pursuant to Section 8.7 of the Note Purchase Agreement, the Company shall also be required to make such offer pursuant to Section 8.7 of the Note Purchase Agreement to the holders of the Series 2017 Notes.

8.    Each Purchaser severally represents and warrants that the representations and warranties set forth in Section 6 of the Note Purchase Agreement are true and correct on the date hereof with respect to the purchase of the Series 2017 Notes by such Purchaser.

9.    Subject to the terms of this First Supplement, the Company and each Purchaser agree to be bound by and comply with the terms and provisions of the Note Purchase Agreement as fully and completely as if such Purchaser were an original signatory to the Note Purchase Agreement.

The execution hereof shall constitute a contract between the Company and the Purchaser(s) for the uses and purposes hereinabove set forth, and this agreement may be executed in any number of counterparts, each executed counterpart constituting an original but all together only one agreement.

This First Supplement is hereby accepted and agreed to as of the date hereof.

	SPIRE INC.
	By:	/s/ Lynn D. Rawlings
		Name:	Lynn D. Rawlings
		Title:	Vice President, Treasurer and
			Assistant Corporate Secretary
This First Supplement is hereby accepted and agreed to as of the date hereof.
	THE NORTHWESTERN MUTAL LIFE INSURANCE
		COMPANY
	By:	Northwestern Mutual Investment
		Management Company, LLC,
		its investment advisor
	By:	/s/ Bradley T. Kunath
		Name:	Bradley T. Kunath
		Title:	Managing Director
	THE NORTHWESTERN MUTAL LIFE INSURANCE
		COMPANY FOR ITS GROUP ANNUITY
		SEPARATE ACCOUNT
	By:	/s/ Bradley T. Kunath
		Name:	Bradley T. Kunath
		Title:	Authorized Representative

This First Supplement is hereby accepted and agreed to as of the date hereof.
	VOYA INSURANCE AND ANNUITY COMPANY
	VOYA RETIREMENT INSURANCE AND ANNUITY
		COMPANY
	RELIASTAR LIFE INSURANCE COMPANY
	RELIASTAR LIFE INSURANCE COMPANY OF NEW
		YORK
	By:	Voya Investment Management LLC, as
		Agent
	By:	/s/ Fitzhugh L. Wickham III
		Name:	Fitzhugh L. Wickham III
		Title:	Vice President
	IBM PERSONAL PENSION PLAN TRUST
	By:	Voya Investment Management Co. LLC, as
		Agent
	By:	/s/ Fitzhugh L. Wickham III
		Name:	Fitzhugh L. Wickham III
		Title:	Vice President
	NN LIFE INSURANCE COMPANY LTD.
	By:	Voya Investment Management LLC, as
		Attorney in fact
	By:	/s/ Fitzhugh L. Wickham III
		Name:	Fitzhugh L. Wickham III
		Title:	Vice President

This First Supplement is hereby accepted and agreed to as of the date hereof.
	Horizon Blue Cross and Blue Shield NJ
	By:	AllianceBernstein LP, its Investment Advisor
	By:	/s/ Amy Judd
		Name:	Amy Judd
		Title:	Senior Vice President
	AXA Equitable Life Insurance Company
	By:	/s/ Amy Judd
		Name:	Amy Judd
		Title:	Investment Officer
	CONNECTICUT GENERAL LIFE INSURANCE
		COMPANY
	By:	Cigna Investments, Inc. (authorized agent)
	By:	/s/ Christopher D. Potter
		Name:	Christopher D. Potter
		Title:	Managing Director
	CIGNA HEALTH AND LIFE INSURANCE COMPANY
	By:	Cigna Investments, Inc. (authorized agent)
	By:	/s/ Christopher D. Potter
		Name:	Christopher D. Potter
		Title:	Managing Director
	THE PRUDENTIAL INSURANCE COMPANY OF
		AMERICA
	By:	/s/ Lauren Soulis
		Name:	Lauren Soulis
		Title:	Vice President

This First Supplement is hereby accepted and agreed to as of the date hereof.
	ZURICH AMERICAN LIFE INSURANCE COMPANY
	By:	Prudential Private Placement Investors,
		L.P. (as Investment Advisor)
	By:	Prudential Private Placement Investors, Inc.
		(as its General Partner)
	By:	/s/ Lauren Soulis
		Name:	Lauren Soulis
		Title:	Vice President
	THE GURADIAN LIFE INSURANCE COMPANY OF
		AMERICA
	By:	/s/ Amy Carroll
		Name:	Amy Carroll
		Title:	Director
	GENWORTH LIFE INSURANCE COMPANY
	By:	/s/ Stuart Shepetin
		Name:	Stuart Shepetin
		Title:	Investment Officer
	COLONIAL LIFE & ACCIDENT INSURANCE COMPANY
	By:	Provident Investment Management, LLC
	Its:	Agent
	By:	/s/ Ben Vance
		Name:	Ben Vance
		Title:	Vice President, Senior Managing
			Director

This First Supplement is hereby accepted and agreed to as of the date hereof.
	PROVIDENT LIFE AND ACCIDENT INSURANCE
		COMPANY
	By:	Provident Investment Management, LLC
	Its:	Agent
	By:	/s/ Ben Vance
		Name:	Ben Vance
		Title:	Vice President, Senior Managing
			Director
	MODERN WOODMEN OF AMERICA
	By:	/s/ Brett M. Vance
		Name:	Brett M. Vance
		Title:	Treasurer & Investment Manager
	AMERICAN UNITED LIFE INSURANCE
		COMPANY
	By:	/s/ David M. Weisenburger
		Name:	David M. Weisenburger
		Title:	VP, Fixed Income Securities
	CMFG LIFE INSURANCE COMPANY
	By:	MEMBERS Capital Advisors, Inc.
		acting as Investment Advisor
	By:	/s/ Jason Micks
		Name:	Jason Micks
		Title:	Director, Investments

INFORMATION RELATING TO PURCHASERS

NAME AND ADDRESS OF PURCHASER THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY PRINCIPAL AMOUNT OF SERIES 2017 NOTES TO BE PURCHASED $14,850,000

I.	All payments on account of Notes held by such Purchaser shall be made by wire transfer of immediately available funds, providing sufficient information to identify the source of the transfer, the amount of the dividend and/or redemption (as applicable) and the identity of the security as to which payment is being made. Please contact our Treasury & Investment Operations Department to securely obtain wire transfer instructions for The Northwestern Mutual Life Insurance Company. E-mail: payments@northwesternnzutual.com Phone: (414) 665-1679
II.	All notices with respect to confirmation of payments on account of the Notes shall be delivered or mailed to: The Northwestern Mutual Life Insurance Company 720 East Wisconsin Avenue Milwaukee, WI 53202 Attention: Investment Operations E-mail:payments@northwesternmutual.com Phone: (414) 665-1679
III.	All other communications shall be delivered or mailed to: The Northwestern Mutual Life Insurance Company 720 East Wisconsin Avenue Milwaukee, WI 53202 Attention: Securities Department E-mail: privateinvest@northwesternmutual.com Facsimile: (414) 625-7643
IV.	Address for delivery of Notes and closing documents: The Northwestern Mutual Life Insurance Company 720 East Wisconsin Avenue Milwaukee, WI 53202 Attention: Anne T. Brower
V.	Tax Identification No.: 39-0509570

SCHEDULE A

(to First Supplement)

NAME AND ADDRESS OF PURCHASER THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY FOR ITS GROUP ANNUITY SEPARATE ACCOUNT PRINCIPAL AMOUNT OF SERIES 2017 NOTES TO BE PURCHASED $150,000

I.	All payments on account of Notes held by such Purchaser shall be made by wire transfer of immediately available funds, providing sufficient information to identify the source of the transfer, the amount of the dividend and/or redemption (as applicable) and the identity of the security as to which payment is being made. Please contact our Treasury & Investment Operations Department to securely obtain wire transfer instructions for The Northwestern Mutual Life Insurance Company for its Group Annuity Separate Account. E-mail: payments@northwesternmutual.com Phone: (414) 665-1679
II.	All notices with respect to confirmation of payments on account of the Notes shall be delivered or mailed to: The Northwestern Mutual Life Insurance Company for its Group Annuity Separate Account 720 East Wisconsin Avenue Milwaukee, WI 53202 Attention: Investment Operations E-mail: payments@northwesternmutual.com Phone: (414) 665-1679
III.	All other communications shall be delivered or mailed to: The Northwestern Mutual Life Insurance Company for its Group Annuity Separate Account 720 East Wisconsin Avenue Milwaukee, WI 53202 Attention: Securities Department E-mail: privateinvest@northwesternmutual.com Facsimile: (414) 625-7643
IV.	Address for delivery of Notes and closing documents: The Northwestern Mutual Life Insurance Company 720 East Wisconsin Avenue Milwaukee, WI 53202 Attention: Anne T. Brower
V.	Tax Identification No.: 39-0509570

	PRINCIPAL AMOUNT OF
NAME AND ADDRESS OF PURCHASER	SERIES 2017 NOTES TO BE
	PURCHASED
VOYA INSURANCE AND ANNUITY COMPANY	$1,250,000

(1)All payments on account of Notes held by such purchaser should be made by wire transfer of immediately available funds for credit to:

For scheduled principal and interest payments:

The Bank of New York Mellon

ABA#: 021000018 or via SWIFT IRVTUS3NAMS

BNF: GLA111566

Attention: Income Collection Department

For further credit to: Voya Ins and Ann Co GEN AC/Acct. 136373

Reference: PPN 84857L A#8

For all payments other than scheduled principal and interest:

The Bank of New York Mellon

ABA#: 021000018 or via SWIFT IRVTUS3NAMS

Account No.: 1363738400

Account Name: Voya Ins and Ann Co GEN AC

Reference: PPN 84857L A#8

Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is made, and the due date and application (as among principal, premium and interest) of the payment being made.

(2)Address for all notices relating to payments:

Voya Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, GA 30327-4347

Attn: Operations/Settlements

Email: VoyalMCashOperations@Voya.com

(3) Address for all other communications and notices:

Voya Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, GA 30327-4347

Attn: Private Placements

Fax: (770) 690-5342

Email: Private.Placements@Voya.com

(4)Tax Identification No.: 41-0991508

(5)Notes should be sent directly to:

The Depository Trust Company

570 Washington Blvd - 5^th floor

Jersey City, NJ 07310

Attn: BNY Mellon/Branch Deposit Department

with a copy to:

Voya Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, GA 30327-4347

Attn: Patti Boss

Email: Patti.Boss@voya.com

and: opssettlements@voya.com

Each cover letter accompanying the above Notes should set forth the name of the issuer, a description of the Notes (including the interest rate, maturity date and private placement number), and the name of each purchaser and its account number at The Bank of New York Mellon (Voya Ins and Ann Co GEN AC/Acct. 136373) and the following:

The contact person at the Issuer of the Notes related to payments on the Notes is:

Name:

Telephone #:

E-Mail:

	PRINCIPAL AMOUNT OF
NAME AND ADDRESS OF PURCHASER	SERIES 2017 NOTES TO BE
	PURCHASED
VOYA INSURANCE AND ANNUITY COMPANY	$2,750,000

(1)All payments on account of Notes held by such purchaser should be made by wire transfer of immediately available funds for credit to:

For all payments of scheduled principal and interest:

The Bank of New York Mellon

ABA#: 021000018 or via SWIFT IRVTUS3NAMS

BNF: GLA111566

Attention: Income Collection Department

For credit to: Voya Ins and Ann Co - SLDI/Acct. 179369

Reference: PPN 84857L A#8

For all payments other than scheduled principal and interest:

The Bank of New York Mellon

ABA#: 021000018 or via SWIFT IRVTUS3NAMS Account No.: 1793698400

Account Name:Voya Ins and Ann Co - SLDI

Reference: PPN 84857L A#8

Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is made, and the due date and application (as among principal, premium and interest) of the payment being made.

(2)Address for all notices relating to payments:

Voya Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, GA 30327-4347

Attn: Operations/Settlements

Email: VoyalMCashOperations@Voya.com

With a copy to:

The Bank of New York

Insurance Trust Dept.

101 Barclay 8 West

New York, NY 10286

Attn.: Bailey Eng

Email: Baileyeng@bankofny.com

(3)Address for all other communications and notices:

Voya Investment Management LLC

5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347

Attn: Private Placements

Fax: (770) 690-5342

Email: Private.Placements@Voya.com

(4)Tax Identification No.: 41-0991508

(5)Notes should be sent directly to:

The Depository Trust Company

570 Washington Blvd - 5^th floor

Jersey City, NJ 07310

Attn: BNY Mellon/Branch Deposit Department

with a copy to:

Voya Investment Management LLC

5780 Powers Ferry Road NW, Suite 300 Atlanta, GA 30327-4347

Attn: Patti Boss

Email: Patti.Boss@voya.com

and: opssettlements@voya.com

Each cover letter accompanying the above Notes should set forth the name of the issuer, a description of the Notes (including the interest rate, maturity date and private placement number), and the name of each purchaser and its account number at The Bank of New York Mellon (VOYA Ins and Ann Co-SLDI/Acct. 179369) and the following:

The contact person at the Issuer of the Notes related to payments on the Notes is:

Name:

Telephone #:

E-Mail:

	PRINCIPAL AMOUNT OF
NAME AND ADDRESS OF PURCHASER	SERIES 2017 NOTES TO BE
	PURCHASED
RELIASTAR LIFE INSURANCE COMPANY	$750,000

(1)All payments on account of Notes held by such purchaser should be made by wire transfer of immediately available funds for credit to:

For all payments of scheduled principal and interest:

The Bank of New York Mellon

ABA#: 021000018 or via SWIFT IRVTUS3NAMS

BNF: GLA111566

Attention: Income Collection Department

For further credit to: RLIC/Acct. 187035 Reference: PPN 84857L A#8

For all payments other than scheduled principal and interest:

The Bank of New York Mellon

ABA#: 021000018 or via SWIFT IRVTUS3NAMS

Account No.: 1870358400

Account Name: RLIC

Reference: PPN 84857L A#8

Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is made, and the due date and application (as among principal, premium and interest) of the payment being made.

(2)Address for all notices relating to payments:

Voya Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, GA 30327-4347

Attn: Operations/Settlements

Email: VoyaIMCashOperations@Voya.com

(3)Address for all other communications and notices:

Voya Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, GA 30327-4347

Attn: Private Placements

Fax: (770) 690-5342

Email: Private.Placements@Voya.com

(4)Tax Identification No.: 41-0451140

(5)Notes should be sent directly to:

The Depository Trust Company

570 Washington Blvd - 5^th floor

Jersey City, NJ 07310

Attn: BNY Mellon/Branch Deposit Department

with a copy to:

Voya Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, GA 30327-4347

Attn: Patti Boss

Email: Patti.Boss@voya.com

and: opssettlements@voya.com

Each cover letter accompanying the above Notes should set forth the name of the issuer, a description of the Notes (including the interest rate, maturity date and private placement number), and the name of each purchaser and its account number at The Bank of New York Mellon (RLIC/Acct. 187035) and the following:

The contact person at the Issuer of the Notes related to payments on the Notes is:

Name:

Telephone #:

E-Mail:

	PRINCIPAL AMOUNT OF
NAME AND ADDRESS OF PURCHASER	SERIES 2017 NOTES TO BE
	PURCHASED
RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK	$250,000

(1)All payments on account of Notes held by such purchaser should be made by wire transfer of immediately available funds for credit to:

For all payments of scheduled principal and interest:

The Bank of New York Mellon

ABA#: 021000018 or via SWIFT IRVTUS3NAMS

BNF: GLA111566

Attention: Income Collection Department For further credit to: RLNY/Acct. 187038 Reference: PPN 84857L A#8

For all payments other than scheduled principal and interest:

The Bank of New York Mellon

ABA#: 021000018 or via SWIFT IRVTUS3NAMS

Account No.: 1870388400

Account Name: RLNY

Reference: PPN 84857L A#8

Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is made, and the due date and application (as among principal, premium and interest) of the payment,being made.

(2)Address for all notices relating to payments:

Voya Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, GA 30327-4347

Attn: Operations/Settlements

Email: VoyalMCashOperations@Voya.com

(3)Address for all other communications and notices:

Voya Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, GA 30327-4347

Attn: Private Placements

Fax: (770) 690-5342

Email: Private.Placements@Voya.com

(4)Tax Identification No.: 53-0242530

(5)Notes should be sent directly to:

The Depository Trust Company

570 Washington Blvd - 5^th floor

Jersey City, NJ 07310

Attn: BNY Mellon/Branch Deposit Department

with a copy to:

Voya Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, GA 30327-4347

Attn: Patti Boss

Email: Patti.Boss@voya.com

and: opssettlements@voya.com

Each cover letter accompanying the above Notes should set forth the name of the issuer, a description of the Notes (including the interest rate, maturity date and private placement number), and the name of each purchaser and its account number at The Bank of New York Mellon (RLNY/Acct. 187038) and the following:

The contact person at the Issuer of the Notes related to payments on the Notes is:

Name:

Telephone #:

E-Mail:

	PRINCIPAL AMOUNT OF
NAME AND ADDRESS OF PURCHASER	SERIES 2017 NOTES TO BE
	PURCHASED
VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY	$5,000,000

(1)All payments on account of Notes held by such purchaser should be made by wire transfer of immediately available funds for credit to:

For all payments of scheduled principal and interest:

The Bank of New York Mellon

ABA#: 021000018 or via SWIFT IRVTUS3NAMS

BNF: GLA111566

Attention: Income Collection Department

For further credit to: VRIAC/Acct. 216101 Reference: PPN 84857L A#8

For all payments other than scheduled principal and interest:

The Bank of New York Mellon

ABA#: 021000018 or via SWIFT IRVTUS3NAMS

Account No.: 2161018400

Account Name: VRIAC

Reference: PPN 84857L A#8

Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is made, and the due date and application (as among principal, premium and interest) of the payment being made.

(2)Address for all notices relating to payments:

Voya Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, GA 30327-4347

Attn: Operations/Settlements

Email: VoyalMCashOperations@Voya.com

(3)Address for all other communications and notices:

Voya Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, GA 30327-4347

Attn: Private Placements

Fax: (770) 690-5342

Email: Private.Placements@Voya.com

(4)Tax Identification No.: 71-0294708

(5)Notes should be sent directly to:

The Depository Trust Company

570 Washington Blvd - 5^th floor

Jersey City, NJ 07310

Attn: BNY Mellon/Branch Deposit Department

with a copy to:

Voya Investment Management LLC

5780 Powers Ferry. Road NW, Suite 300

Atlanta, GA 30327-4347

Attn: Patti Boss

Email: Patti.Boss@voya.com

and: opssettlements@voya.com

Each cover letter accompanying the above Notes should set forth the name of the issuer, a description of the Notes (including the interest rate, maturity date and private placement number), and the name of each purchaser and its account number at The Bank of New York Mellon (VOYA Retiremt Ins and Ann Co/Acct. 216101) and the following:

The contact person at the Issuer of the Notes related to payments on the Notes is:

Name:

Telephone #:

E-Mail:

	PRINCIPAL AMOUNT OF
NAME AND ADDRESS OF PURCHASER	SERIES 2017 NOTES TO BE
	PURCHASED
IBM PERSONAL PENSION PLAN TRUST	$2,000,000

(1)All payments on account of Notes held by such purchaser should be made by wire transfer of immediately available funds for credit to:

JPMorgan Chase Bank, N.A.

ABA # 021-000-021

Account No. 9009000127

Account Name: JPMorgan acct P 68/1/1¹1/IBM Voya Private Placement acct

Ref: Attn: John Kennan

Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is made, and the due date and application (as among principal, premium and interest) of the payment being made.

(2)Address for all notices relating to payments:

BNYM Mellon Asset Servicing

11486 Corporate Blvd., Suite 200

Orlando, FL 32817-8371

Attn: Operations/Settlements

E-mail: VoyaTradeSupport@bnymellon.com

(3)Address for all other communications and notices:

Voya Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, GA 30327-4347

Attn: Private Placements

Email: Private.Placements@Voya.com

(4)Tax Identification No.: 13-6353801

(5)Notes should be sent directly to:

JPMorgan Chase Bank, N.A.

4 Chase Metrotech Center, 3rd Floor

Brooklyn, New York 11245-0001

Attention: Physical Receive Department

Cheryl Brown 718-242-0263

Account No. P 68/1/1/I

Account Name IBM Personal Pension Plan Trust

with a copy to:

Voya Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, GA 30327-4347

Attn: Patti Boss

Email: Patti.Boss@voya.com

The cover letter accompanying the above Note should set forth the name of the issuer, a description of the Note (including the interest rate, maturity date and private placement number), and the name of the purchaser and its account number at JPMorgan Chase Bank, N.A. (IBM/ P 68/1¹171 IBM Voya Private Placement acct).

	PRINCIPAL AMOUNT OF
NAME AND ADDRESS OF PURCHASER	SERIES 2017 NOTES TO BE
	PURCHASED
NN LIFE INSURANCE COMPANY LTD.	$3,000,000

(1)All payments on account of Notes held by such purchaser should be made by wire transfer of immediately available funds for credit to:

The Bank of New York Mellon

ABA # 021000018

A/C Ref. GLA 111566

Ref: PPN 84857L A#8

Each such wire transfer should set forth the name of the issuer, the full title (including the coupon rate, issuance date, and final maturity date) of the Notes on account of which such payment is made, and the due date and application (as among principal, premium and interest) of the payment being made.

(2)All notices relating to payments should be sent to the following address:

Voya Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, GA 30327-4347

Attn: Operations/Settlements

Email: VoyaIMCashOperations@Voya.com

(3)All other communications and notices should be sent to the following address:

Voya Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, GA 30327-4347

Attn: Private Placements

Fax: (770) 690-5342

Email: Private.Placements@Voya.com

(4)Tax Identification No.: 980235087

(5)Notes should be registered in the name of Hare & Co.

(6) Notes should be sent directly to:

The Depository Trust Company

570 Washington Blvd. - 5^th Floor

Jersey City, NJ 07310

ATTN: BNY Mellon/Branch Deposit Department

Ref: A/C No. 593258

with a copy to

Voya Investment Management LLC

5780 Powers Ferry Road NW, Suite 300

Atlanta, GA 30327-4347

Attn: Patti Boss

Email: Patti.Boss@voya.com

The cover letter accompanying the above Note should set forth the name of the issuer, a description of the Note (including the interest rate, maturity date and private placement number), and the name of the purchaser and its account number at The Bank of New York Mellon (NN Life Insurance Company/Acct. 5932588400).

	PRINCIPAL AMOUNT OF
NAME AND ADDRESS OF PURCHASER	SERIES 2017 NOTES TO BE
	PURCHASED
HORIZON BLUE CROSS AND BLUE SHIELD NJ	$2,000,000

Account (s):     Horizon Blue Cross and Blue Shield NJ

IRS Employer Identification Number:22-0999690

Delivery Instructions

for direct private placement purchases notes issued in the name of Cudd & Co:

Name and Address

AB Global

1345 Avenue of the Americas, 37th Floor

New York, New York 10105

Attention:Angel Salazar / Cosmo Valente

Telephone Number: 212-969-2491/ 212-969-6384

Manner of Payments and Notices:

All payments shall be made by wire transfer of immediately available funds to:

JP Morgan / Chase ABA No.: 021-000021

For Credit to the Private Income Processing Group

Account Number: 900-9000-200

Account: Horizon Blue Cross and Blue Shield NJ-P60748

Reference: Spire Inc.

Each such wire shall show the name of the Company, the Private Placement Number, the due date of the payment being made and, if such payment is a final payment.

Notices of Payments and Written Confirmations:

All notices of payments and written confirmations of wire transfers should be sent to:

JP Morgan Chase Manhattan Bank

14201 N. Dallas Parkway

13^1h Floor

Dallas, Texas 75254-2917

Fax: 469-477-1904

Second Copy of Payments and Written Confirmations:

Horizon Blue Cross and Blue Shield NJ

CIO AB Global

1345 Avenue of the Americas, 37th Floor

New York, NY 10105

Attention: Angel Salazar / Mei Wong / Cosmo Valente

Telephone #: 212 -969-2491 /-969-2112 / 212-969-6384

Email:angel.salazar@abglobal.com

cosmo.valente@abglobal.com

mei.wong@abglobal.com

Third Copy of Payments and Written Confirmations:

Horizon Blue Cross and Blue Shield NJ

Three Penn Plaza

PP-15K

Newark, NJ 07105-2200,

Attention: Susan McCarthy-Manager Cash & Investments

Telephone:     973-466-8568 / 973-466-4375

Fax:973-466-8461

Address for all other Communications:

Horizon Blue Cross and Blue Shield NJ

C/O AB Global

1345 Avenue of the Americas

37th Floor

New York, NY 10105

Attention: Terry McCarthy

Telephone: 212 969-1350

Email: terry.mccarthy@abglobal.com

	PRINCIPAL AMOUNT OF
NAME AND ADDRESS OF PURCHASER	SERIES 2017 NOTES TO BE
	PURCHASED
AXA EQUITABLE LIFE INSURANCE COMPANY	$5,000,000

Account (s): AXA Equitable Life Insurance Company

IRS Employer Identification Number:13-557-0651

Delivery Instructions

for direct private placement purchases notes issued in the name of AXA Equitable Life Insurance Company:

Name and Address

AXA Equitable Life Insurance Company 525 Washington Blvd., 34th Floor Jersey City, New Jersey 07310

Attention:Lynn Garofalo

Telephone Number: (201) 743-6634

Manner of Payments and Notices:

All payments shall be made by wire transfer of immediately available funds to:

JP Morgan Chase

Account (s): AXA Equitable Life Insurance Company

4 Chase Metrotech Center

Brooklyn, New York 11245

ABA No.: 021-000021

Bank Account: 037-2-417394

Custody Account: G05476

Face Amount: $5,000,000.00

Reference: Spire Inc.

Each such wire shall show the name of the Company, the Private Placement Number, the due date of the payment being made and, if such payment is a final payment.

Notices of Payments and Written Confirmations:

All notices of payments and written confirmations of wire transfers should be sent to:

AXA Equitable Life Insurance Company

CIO AB Global

1345 Avenue of the Americas

37^th Floor

New York, New York 10105

Attention: Cosmo Valente Angel Salazar / Mei Wong

Telephone: 212/969-6384 / 212-969-2491 / 212-969-2112

Email: cosmo.valente@abglobal.com

angel.salazar@abglobal.com mei.wong@abglobal.com

Address for all other communications:

AXA Equitable Life Insurance Company

C/O AB Global

1345 Avenue of the Americas, 37th Floor

New York, NY 10105

Attention: Terry McCarthy

Telephone: 212-969-1350

Email: terry.mccarthy@abglobal.com

Group Email: ABPPCompliance@abglobal.com

	PRINCIPAL AMOUNT OF
NAME AND ADDRESS OF PURCHASER	SERIES 2017 NOTES TO BE
	PURCHASED
AXA EQUITABLE LIFE INSURANCE COMPANY	$4,000,000

Account (s): AXA Equitable Life Insurance Company

IRS Employer Identification Number:13-557-0651

Delivery Instructions,

for direct private placement purchases notes issued in the name of AXA Equitable Life Insurance Company:

Name and Address

AXA Equitable Life Insurance Company

525 Washington Blvd., 34th Floor

Jersey City, New Jersey 07310

Attention:Lynn Garofalo

Telephone Number: (201) 743-6634

Manner of Payments and Notices:

All payments shall be made by wire transfer of immediately available funds to:

JP Morgan Chase

Account (s): AXA Equitable Life Insurance Company

4 Chase Metrotech Center

Brooklyn, New York 11245

ABA No.: 021-000021

Bank Account: 910-2-785251

Custody Account: G07126

Face Amount of $4,000,000.00

Reference: Spire Inc.

Each such wire shall show the name of the Company, the Private Placement Number, the due date of the payment being made and, if such payment is a final payment.

Notices of Payments and Written Confirmations:

All notices of payments and written confirmations of wire transfers should be sent to:

AXA Equitable Life Insurance Company

C/O AB Global

1345 Avenue of the America

37^th Floor

New York, New York 10105

Attention: Cosmo Valente / Angel Salazar / Mei Wong

Telephone: 212/969-6384 / 212-969-2491 / 212-969-2112

Email: cosmo.valente@abglobal.com

angel.salazar@abglobal.com mei.wong@abglobal.com

Address for all other communications:

AXA Equitable Life Insurance Company

CIO AB Global

1345 Avenue of the Americas, 37th Floor

New York, NY 10105

Attention: Terry McCarthy

Telephone #: (212 969-1350

Email: terry.mccarthy@abglobal.com

Group Email: ABPPCompliance@abglobal.com

NAME AND ADDRESS OF PURCHASER CONNECTICUT GENERAL LIFE INSURANCE COMPANY PRINCIPAL AMOUNT OF SERIES 2017 NOTES TO BE PURCHASED $ 500,000 $1,500,000 $ 500,000 $ 500,000 $ 500,000 $3,000,000 $ 500,000 $1,000,000

Name in Which Instrument is to be Registered	CIG & Co.
Payment on Account of Instruments	By Federal Funds Wire Transfer (without deduction for wiring fees) to J.P. Morgan Chase Bank BNF=CIGNA Private Placements/AC=9009001802 ABA# 021000021
Accompanying Information	OBI=[name of company; description of security; interest rate,    maturity date; PPN/CUSIP]
Address for Notices Related to Payments	CIG & Co. c/o Cigna Investments, Inc. Attention: Fixed Income Securities Wilde Building, A5PRI 900 Cottage Grove Rd Bloomfield, Connecticut 06002 E-Mail: CIMFixedIncomeSecurities@Cigna.com E-Mail: Christopher.Potter@Cigna.com
Address for All Other Notices	CIG & Co. c/o Cigna Investments, Inc. Attention: Fixed Income Securities Wilde Building, A5PRI 900 Cottage Grove Rd Bloomfield, Connecticut 06002 E-Mail: Cl MFixedIncomeSecurities@Cigna.com    E-Mail: Christopher.Potter@Cigna.com
Tax Identification Number	13-3574027 (for CIG & Co.)

	PRINCIPAL AMOUNT OF
NAME AND ADDRESS OF PURCHASER	SERIES 2017 NOTES TO BE
	PURCHASED
CIGNA HEALTH AND LIFE INSURANCE COMPANY	$3,000,000

Name in Which Instrument is to be Registered	CIG & Co.
Payment on Account of Instruments	By Federal Funds Wire Transfer (without deduction for wiring fees) to J.P. Morgan Chase Bank BNF=CIGNA Private Placements/AC=9009001802 ABA# 021000021
Accompanying Information	OBI=[name of company; description of security; interest rate,    maturity date; PPN/CUSIP]
Address for Notices Related to Payments	CIG & Co. c/o Cigna Investments, Inc. Attention: Fixed Income Securities Wilde Building, A5PRI 900 Cottage Grove Rd Bloomfield, Connecticut 06002 E-Mail: CIMFixedIncomeSecurities@Cigna.com E-Mail: Christopher.Potter@Cigna.com
Address for All Other Notices	CIG & Co. c/o Cigna Investments, Inc. Attention: Fixed Income Securities Wilde Building, A5PRI 900 Cottage Grove Rd Bloomfield, Connecticut 06002 E-Mail: CIMFixedIncomeSecurities@Cigna.com    E-Mail: Christopher.Potter@Cigna.com
Tax Identification Number	13-3574027 (for CIG & Co.)

	PRINCIPAL AMOUNT OF
NAME AND ADDRESS OF PURCHASER	SERIES 2017 NOTES TO BE
	PURCHASED
THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA (PRIF-L)	$5,000,000

Notes to be registered in the name of:

The Guardian Life Insurance Company of America

TAX ID NO. 13-5123390

And deliver to:

JP Morgan Chase Bank, N.A.

4 Chase Metrotech Center -- 3r^d Floor

Brooklyn, NY 11245-0001

Reference A/C #G04191, Guardian Life (PRIF-L)

Payment by wire to:

JP Morgan Chase

FED ABA #021000021

Chase/NYC/CTR/BNF

A/C 900-9-000200

Reference A/C #G04191, Guardian Life (PRIF-L), CUSIP # 84857L A#8, Spire Inc.

Address for all communications and notices:

The Guardian Life Insurance Company of America

7 Hanover Square

New York, NY 10004-2616

Attn: Amy Carroll

Investment Department 9-A

FAX # (212) 919-2658

Email address: amy_carroll@glic.com

	PRINCIPAL AMOUNT OF
NAME AND ADDRESS OF PURCHASER	SERIES 2017 NOTES TO BE
	PURCHASED
THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA (PRIF-L)	$6,000,000

Notes to be registered in the name of:

The Guardian Life Insurance Company of America

TAX ID NO. 13-5123390

And deliver to:

JP Morgan Chase Bank, N.A.

4 Chase Metrotech Center - 3r^d Floor

Brooklyn, NY 11245-0001

Reference A/C #G05978, Guardian Life (PRIF-W)

Payment by wire to:

JP Morgan Chase

FED ABA #021000021

Chase/NYC/CTR/BNF

A/C 900-9-000200

Reference A/C #G05978, Guardian Life (PRIF-W), CUSIP # 84857L A#8, Spire Inc.

Address for all communications and notices:

The Guardian Life Insurance Company of America

7 Hanover Square

New York, NY 10004-2616

Attn: Amy Carroll

Investment Department 9-A

FAX # (212) 919-2658

Email address: amy_carrol@glic.com

	PRINCIPAL AMOUNT OF
NAME AND ADDRESS OF PURCHASER	SERIES 2017 NOTES TO BE
	PURCHASED
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA	$8,000,000

(1) All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:

JPMorgan Chase Bank

New York, NY

ABA No.: 021-000-021

Account Name: Prudential Managed Portfolio

Account No.: P86188 (please do not include spaces

Each such wire transfer shall set forth the name of the Company, a reference to "3.93% Series 2017 Senior Notes, Tranche C, due 2027, Security No. INV12091, PPN 84857L A#8" and the due date and application (as among principal, interest and Make-Whole Amount) of the payment being made.

(2) Address for all communications and notices:

The Prudential Insurance Company of America

c/o Prudential Capital Group

2200 Ross Avenue, Suite 4300

Dallas, TX 75201

Attention: Managing Director, Energy Finance Group - Oil & Gas

and for all notices relating solely to scheduled principal and interest payments to:

The Prudential Insurance Company of America

c/o PGIM, Inc.

Prudential Tower

655 Broad Street

14th Floor - South Tower

Newark, NJ 07102

Attention: PIM Private Accounting Processing Team

Email: Pim.Private.Accounting.Processing.Team@prudential.com

(3)Address for Delivery of Notes:

(a)Send physical security by nationwide overnight delivery service to:

PGIM, Inc.

655 Broad Street

14th Floor - South Tower

Newark, NJ 07102

Attention: Michael Iacono - Trade Management manager

(b)Send copy by email to:

Thomas P. Donahue

Email: thomas.donahue@prudential.com

(4)Tax Identification No.: 22-1211670

	PRINCIPAL AMOUNT OF
NAME AND ADDRESS OF PURCHASER	SERIES 2017 NOTES TO BE
	PURCHASED
ZURICH AMERICAN LIFE INSURANCE COMPANY	$3,000,000

Notes/Certificates to be registered in the name of: Hare & Co., LLC

(1) All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:

Bank of New York Mellon

ABA No: 021000018

BNF: I00566

Attn: PP P&I Department

Ref: ZALICO Private Placements

Each such wire transfer shall set forth the name of the Company, a reference to "3.93% Series 2017 Senior Notes, Tranche C, due 2027, PPN 84857L A#8" and the due date and application (as among principal, interest and Make-Whole Amount) of the payment being made.

(2) Address for all communications and notices:

Prudential Private Placement Investors, L.P. c/o Prudential Capital Group

2200 Ross Avenue, Suite 4300

Dallas, TX 75201

Attention: Managing Director, Energy Finance Group - Oil & Gas

and for all notices relating solely to scheduled principal and interest payments and written confirmations of wire transfers to:

Zurich American Life Insurance Company

Attn: Treasury T1-19 1400 American Lane

Schaumburg, IL 60196-1056

Contact: Robert Burne, Vice President-Treasurer Telephone: (847) 762-7328

Facsimile: (847) 313-0807 E-mail: robert.bume@zurichna.com

(3)Address for Delivery of Notes:

(a) Send physical security by nationwide overnight delivery service to:

The Depository Trust Company

570 Washington Blvd - 5th floor Jersey City, NJ 07310

Attention: BNY Mellon/Branch Deposit Department

Please include in the cover letter accompanying the Notes a reference to the Purchaser's account number (ZALICO Private Placement Pru; Custody Account Number: 3997208400).

(b) Send copy by email:

Thomas P. Donahue

Email: thomas.donahue@prudential.com

and

Private.Disbursements@Prudential.com

(4)Tax Identification No.: 36-3050975

	PRINCIPAL AMOUNT OF
NAME AND ADDRESS OF PURCHASER	SERIES 2017 NOTES TO BE
	PURCHASED
GENWORTH LIFE INSURANCE COMPANY	$8,000,000

Tax ID Number:91-6027719

Register In Nominee Name:HARE & CO., LLC

Notices:

All notices and communications including original note agreement, conformed copy of the

note agreement, amendment requests, financial statements and other general information to be addressed as follows:

Genworth Financial, Inc.

Account: Genworth Life Insurance Company

3001 Summer Street, 4th Floor

Stamford, CT 06905

Attn: Private Placements

Telephone No: (203)708-3300

Fax No: (203)708-3308

If available, an electronic copy is additionally requested. Please send to the following e-

mail address GNW.privateplacements@genworth.com

All corporate actions, including payments and prepayments, should be sent to the above address with copies to

Genworth Financial, Inc.

Account: Genworth Life Insurance Company

3001 Summer Street

Stamford, CT 06905

Attn: Trade Operations

Telephone No: (203)708-3300

Fax No: (203)708-3308

If available, an electronic copy is additionally requested. Please send to the following e-

mail address: GNWInvestmentsOperations@genworth.com

Notices with respect to payments and written confirmation of each such payment, including interest payments, redemptions, premiums, make wholes, and fees should also be addressed as above with additional copies addressed to the following:

The Depository Trust Co

Income Collection Department

P.O. Box 19266

Newark, NJ 07195

Attn: Income Collection Department

Ref: GLIC LILTCNEW Account 364781 CUSIP/PPN & Security Description

P&I Contact: Purisima Teylan - (718) 315-3035

Payments:

All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds to:

Bank of New York

ABA #:        021000018

Account #:        GLA111566

SVVI1⁴1 Code:     IRVTUS3N

Acct Name:        Income Collection Dept

Attn:            Income Collection Department

Reference:        GLIC    / LILTCNEW

Account #:        364781

CUSIP/PPN & Security Description, and Identify Principal & Interest Amounts

And By Email:treasppbkoffice@genworth.com

Fax:        (804) 662-7777

Physical Delivery of the Notes:

The Depository Trust Co

570 Washington Blvd

BNY Mellon /Branch Deposit Dept 5th FLR

Jersey City, NJ 07310

Ref: GLIC / LILTCNEW Account #364781

DTC Securities:

DTC #:        901

Agent ID #:        26500

Institutional II         26662

Account Name    GLIC / LILTCNEW

Account #:        364781

	PRINCIPAL AMOUNT OF
NAME AND ADDRESS OF PURCHASER	SERIES 2017 NOTES TO BE
	PURCHASED
COLONIAL LIFE & ACCIDENT INSURANCE COMPANY	$4,000,000

(Note to be registered in the name of "CUDD & CO.")

(1) Address all notices regarding payments and all other communications to:

Provident Investment Management, LLC

Private Placements

One Fountain Square.

Chattanooga, Tennessee 37402

Telephone:(423) 294-1172

Fax:(423) 209-3781

E-mail:    snbrown@unum.com and a copy to

PrivateCompliance@unum.com

(2) All payments on account of the Note shall be made by wire transfer of immediately available funds to:

CUDD & CO.

c/o JPMorgan Chase Bank

New York, NY

ABA No. 021 000 021

SSG Private Income Processing

A/C #900-9-000200

Custodial Account No. G08292

Please reference:Issuer

PPN

Coupon

Maturity

Principal = $______________

Interest = $______________

(3)Tax Identification Number: 13-6022143 (CUDD & CO.)

	PRINCIPAL AMOUNT OF
NAME AND ADDRESS OF PURCHASER	SERIES 2017 NOTES TO BE
	PURCHASED
PROVIDENT LIFE AND ACCIDENT INSURANCE COMPANY	$4,000,000

(Note to be registered in the name of "CUDD & CO.")

(1) Address all notices regarding payments and all other communications to:

Provident Investment Management, LLC Private Placements

One Fountain Square

Chattanooga, Tennessee 37402

Telephone:(423) 294-1172

Fax:(423) 209-3781

E-mail:snbrown@unum.com and a copy to

PrivateCompliance @unum.com

(2) All payments on account of the Note shall be made by wire transfer of immediately available funds to:

CUDD & CO.

c/o JPMorgan Chase Bank

New York, NY

ABA No. 021 000 021

SSG Private Income Processing

A/C #900-9-000200

Custodial Account No. G06704

Please reference:Issuer

PPN

Coupon Maturity

Principal = $

Interest = $

(3)Tax Identification Number: 13-6022143 (CUDD & CO.)

	PRINCIPAL AMOUNT OF
NAME AND ADDRESS OF PURCHASER	SERIES 2017 NOTES TO BE
	PURCHASED
MODERN WOODMEN OF AMERICA	$4,000,000

(1) All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds for credit to:

The Northern Trust Company

50 South LaSalle Street

Chicago, IL 60675

ABA No. 071-000-152

Account Name: Modern Woodmen of America

Account No. 84352

Each such wire transfer shall set forth the, name of the Company, the full title (including the applicable coupon rate and final maturity date) of the Notes, a reference to PPN No. 84857L A#8 and the due date and application (as among principal, premium and interest) of the payment being made.

(2) Address for all notices relating to payments:

Modern Woodmen of America

Attn: Investment Accounting Department

1701 First Avenue

Rock Island, IL 61201

Fax: (309) 793-5688

(3) Address for all other communications and notices:

Modern Woodmen of America

Attn: Investment Department

1701 First Avenue

Rock Island, IL 61201

investments@modern-woodmen.org Fax: (309) 793-5574

(4) Tax Identification Number:

36-1493430

(5) DTTP Number: (Double Taxation Treaty Passport-U.K.)

13/A/30024/DTTP

(Passport valid until June 22, 2020)

	PRINCIPAL AMOUNT OF
NAME AND ADDRESS OF PURCHASER	SERIES 2017 NOTES TO BE
	PURCHASED
AMERICAN UNITED LIFE INSURANCE COMPANY	$4,000,000

The original note(s) should be sent to:

The Depository Trust Company

Attn: BNY Mellon/Branch Deposit Dept.

Acct # 186683 American United Life Ins. Co.

570 Washington Blvd. - 5^th Floor

Jersey City, NJ 07310

Please send all POST-CLOSING documentation to:

American United Life Insurance Company

Attn: Mike Bullock, Securities Department

One American Square, Suite 1017

Post Office Box 368

Indianapolis, IN 46206

mike.bullock@oneamerica.com

Payment:Spire Inc. shall make payment of principal and interest on the note(s) in

immediately available funds by wire transfer to the following bank account:

AMERICAN UNITED LIFE INSURANCE COMPANY

Bank of New York

ABA #: 021000018

Credit Account: GLA111566

Account Name: American United Life Insurance Company

Account #: 186683

P & I Breakdown: (Insert)

Re: (Insert CUSIP/PPN and credit name here)

Payments should contain sufficient information to identify the breakdown of principal and interest and should identify the full description of the note(s) and the payment date.

The United States Tax I.D. Number of American United Life Insurance Company is 35-0145825.

	PRINCIPAL AMOUNT OF
NAME AND ADDRESS OF PURCHASER	SERIES 2017 NOTES TO BE
	PURCHASED
CMFG LIFE INSURANCE COMPANY	$2,000,000

Nominee name TURNKEYS & CO

NOTE DELIVERY INSTRUCTIONS:

All Securities Being Purchased Should Be Registered In (See Nominee Name) and Notes

Delivered To:

DTCC

Newport Office Center

570 Washington Blvd

Jersey City, NJ 07310

5th floor / NY Window / Robert Mendez

FBO: State Street Bank & Trust for ZTAV

WIRING INSTRUCTIONS:

ABA: 011000028

Bank: State Street Bank

Account Name: CMFG Life Members Zone

DDA #: 1026-256-6

REFERENCE FUND:ZTAV

Nominee Name: TURNKEYS & CO

CMFG Life Insurance Company TAX ID#: 39-0230590

TURNKEYS & CO TAX ID#: 03-0400481

All notices of payments, wires, audit confirmations, compliance and Financials shall be EMAILED to:

EMAIL: DS-PrivatePlacements@cunamutual.com

All Legal communication shall be EMAILED to:

EMAIL: DS-PrivatePlacements@cunamutual.com

EMAIL: Megan.Arrogante@cunamutual.com

CLOSING CONDITIONS

Section 4.1. Representations and Warranties. The representations and warranties of the Company in the Note Purchase Agreement as supplemented by the First Supplement shall be correct when made and at the time of the Closing.

Section 4.2. Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in the Note Purchase Agreement as supplemented by the First Supplement required to be performed or complied with by it prior to or at the Closing. Before and after giving effect to the issue and sale of the Series 2017 Notes (and the application of the proceeds thereof as contemplated by Section 5.14 of Exhibit B of the First Supplement), no Default or Event of Default shall have occurred and be continuing.

Section 4.3. Compliance Certificates. (a) Officer's Certificate. The Company shall have delivered to such Purchaser an Officer's Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 of this Exhibit A have been fulfilled.

(b)    Secretary's Certificate. The Company shall have delivered to such Purchaser a certificat of its Secretary or Assistant Secretary, dated the date of Closing, certifying as to (i) the resolutions attached thereto and (ii) other corporate proceedings relating to the authorization, execution and delivery of the Series 2017 Notes and the First Supplement.

Section 4.4. Opinions of Counsel. Such Purchaser shall have received opinions in form and substance reasonably satisfactory to such Purchaser, dated the date of the Closing (a) from Stinson Leonard Street LLP, counsel for the Company, covering the matters set forth in Exhibits 4.4(a) and 4.4(b) of the Note Purchase Agreement and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers), and (b) from Chapman and Cutler LLP, the Purchasers' special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(c) of the Note Purchase Agreement and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Section 4.5. Purchase Permitted By Applicable Law, Etc. On the date of the Closing such Purchaser's purchase of the Series 2017 Notes shall (a) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) (assuming the preparation, execution, delivery and filing of the applicable Federal Reserve Board forms, if required) and (c) not subject such Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by such Purchaser, such Purchaser shall have received an Officer's Certificate certifying as to such matters of fact as such

EXHIBIT A

(to First Supplement)

Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.

Section 4.6. Sale of Other Notes. Contemporaneously with the Closing, the Company shall sell to each other Purchaser and each other Purchaser shall purchase the Series 2017 Notes to be purchased by it at the Closing as specified in Schedule A of the First Supplement.

Section 4.7. Payment of Special Counsel Fees. Without limiting the provisions of Section 15.1 of the Note Purchase Agreement, the Company shall have paid on or before the Closing the reasonable accrued but unpaid fees, charges and disbursements of the Purchasers' special counsel referred to in Section 4.4 of this Exhibit A to the extent reflected in a detailed statement of such counsel rendered to the Company at least one Business Day prior to the Closing.

Section 4.8. Private Placement Number. A Private Placement Number issued by Standard & Poor's CUSIP Service Bureau (in cooperation with the SVO) shall have been obtained for the Series 2017 Notes.

Section 4.9. Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5 of the First Supplement, except as permitted under Section 10.2 of the Note Purchase Agreement.

Section 4.10. Funding Instructions. At least three Business Days prior to the date of the Closing, each Purchaser shall have received written instructions signed by a Responsible Officer on letterhead of the Company confirming the bank and account information specified in Section 3, including (i) the name and address of the transferee bank, (ii) such bank's ABA number and (iii) the account name and number into which the purchase price for the Series 2017 Notes is to be deposited.

Section 4.11. Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by the Note Purchase Agreement as supplemented by the First Supplement and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

SUPPLEMENTAL REPRESENTATIONS

The Company represents and warrants to each Purchaser that:

Section 5.1. Organization; Power and Authority. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to execute and deliver the First Supplement and the Series 2017 Notes and to perform the provisions hereof and thereof.

Section 5.2. Authorization, Etc. The First Supplement and the Series 2017 Notes have been duly authorized by all necessary corporate action on the part of the Company, and the Note Purchase Agreement as supplemented by the First Supplement constitutes, and upon execution and delivery thereof each Series 2017 Note will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting the enforcement of creditors' rights generally and (ii) general principles of equity (regardless of whether' such enforceability is considered in a proceeding in equity or at law).

Section 5.3. Disclosure. The Company, through its agents, J.P. Morgan Securities LLC and U.S. Bancorp Investments, Inc., has delivered to each Purchaser a copy of a Confidential Private Placement Memorandum, dated February 2017 (the "Memorandum"), relating to the transactions contemplated by the First Supplement. The Note Purchase Agreement, the First Supplement, the Memorandum and the documents, certificates or other writings delivered to the Purchasers by or on behalf of the Company in connection with the transactions contemplated by the Note Purchase Agreement and the First Supplement and identified in Schedule 5.3 to the First Supplement, and the financial statements listed in Schedule 5.5 to the First Supplement (the Note Purchase Agreement, the First Supplement, the Memorandum and such documents, certificates or other writings and such financial statements delivered to each Purchaser prior to March 9, 2017 being referred to, collectively, as the "Disclosure Documents"), taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made; provided that, with respect to projections, budgets and other estimates, the Company represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. Except as disclosed in the Disclosure Documents, since September 30, 2016, there has been no change in the financial condition, operations, business or properties of the Company or any of its Subsidiaries except changes that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.

EXHIBIT B

(to First Supplement)

Section 5.4. Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 to the First Supplement is (except as noted therein) a complete and correct list of the Company's Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its Capital Stock outstanding owned by the Company and each other Subsidiary.

(b)    All of the outstanding Capital Stock of each Subsidiary shown in Schedule 5.4 to the First Supplement as being owned by the Company and its Subsidiaries have been validlyissued, are fully paid and nonassessable (except as limited to the extent set forth in each Subsidiary's organizational documents) and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4 to the First Supplement).

(c)Each Subsidiaryin Schedule 5.4 to the First Supplement is a corporation or other legal entity duly incorporated or organized, as the case may be, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 5.5. Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5 to the First Supplement. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments and the absence of footnote disclosures). As of the date of the execution and delivery of the First Supplement, the Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents. As of the date of Closing, the Company and its Subsidiaries will not have any Material liabilities that are not disclosed on the financial statements included, or are not otherwise disclosed in, the Company's then most recent Form 10-Q or, as applicable, the Form 10-K filed with the SEC or as otherwise disclosed in any other report filed with the SEC.

Section 5.6. Compliance with Laws, Other Instruments, Etc. The execution and delivery of the Series 2017 Notes and the First Supplement and the performance by the Company of the requirements of the Series 2017 Notes and the Note Purchase Agreement as supplemented by the First Supplement will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company or any Subsidiary under, any Material indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease,

corporate charter, or by-laws, or any other Material agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any Material order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary or (iii) violate, in any Material respect, any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary.

Section 5.7. Governmental Authorizations, Etc. No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Company of the First Supplement or the Series 2017 Notes that has not already been obtained.

Section 5.8. Litigation; Observance of Statutes and Orders. (a) Except as disclosed under "Item 1. Legal Proceedings" in Part II of the Company's most recent Form 10-Q included as part of the Disclosure Documents, there are no actions, suits or other legal proceedings pending or, to the actual knowledge of the Company, threatened against or affecting the Company or any Subsidiary or any property of the Company or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, and (ii) to the actual knowledge of the Company, there are no audits or investigations by any Governmental Authority pending or threatened against or affecting the Company or any Subsidiary or any property of the Company or any Subsidiary that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

(b)Neither the Company nor any Subsidiary is (i) in default 'under any term of any

agreement or instrument to which it is a party or by which it is bound, (ii) in violation of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or (iii) in violation of any applicable law, ordinance, rule or regulation of any Governmental Authority (including, without limitation, Environmental Laws, the USA PATRIOT Act or any of the other laws and regulations that are referred to in Section 5.16 of this Exhibit A), which default or violation, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

Section 5.9. Taxes. The Company and its Subsidiaries have filed all Material income tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments payable by them, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments (i) the amount of which is not individually or in the aggregate Material or (ii) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the Company or a Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP. The Federal income tax liabilities of the Company and its Subsidiaries have been finally determined (whether by reason of completed audits or the statute of limitations having run) for all fiscal years up to and including the fiscal year ended September 30, 2011.

Section 5.10. Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective owned Material properties, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 of this Exhibit A or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by the Note Purchase Agreement as supplemented by the First Supplement, except for those defects in title and Liens that, individually or in the aggregate, would not have a Material Adverse Effect. All Material leases are valid and subsisting and are in full force and effect in all material respects.

Section 5.11. Licenses, Permits, Etc. The Company and its Subsidiaries own or possess all licenses, permits, franchises, authorizations, patents, copyrights, proprietary software, service marks, trademarks and trade names, or rights thereto, that are Material, without known conflict with the rights of others, except for those conflicts that, individually or in the aggregate, would not have a Material Adverse Effect.

Section 5.12. Compliance with ERISA. (a) The Company and each ERISA Affiliate have operated and administered each Plan (other than Multiemployer Plans) in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in section 3 of ERISA), except for such instances of liability as have not resulted in and would not reasonably be expected to result in a Material Adverse Effect and no event, transaction or condition has occurred or exists that would reasonably be expected to result in the incurrence of any such liability by the Company or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to section 401(a)(29) or 412 of the Code or section 4068 of ERISA, other than such liabilities or Liens as would not be, individually or in the aggregate, reasonably expected to result in a Material Adverse Effect.

(b)    The present value of the aggregate benefit liabilities under each of the Plans (other than Multiemployer Plans), determined as of the end of such Plan's most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan's most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such Plan allocable to such benefit liabilities by more than an amount that would be reasonably expected to result in a Material Adverse Effect. The term "benefit liabilities" has the meaning specified in section 4001 of ERISA and the terms "current value" and "present value" have the meaning specified in section 3 of ERISA.

(c)     The Company and its ERISA Affiliates have not incurred withdrawal liabilities (and are not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate would be reasonably expected to result in a Material Adverse Effect.

(d)The expected postretirement benefit obligation (determined as of the last day of the Company's most recently ended fiscal year in accordance with Financial Accounting Standards

Board Accounting Standards Codification Topic 715-60, without regard to liabilities attributable to continuation coverage mandated by section 4980B of the Code) of the Company and its Subsidiaries is not expected to have a Material Adverse Effect.

(e)The execution and delivery of the First Supplement and the issuance and sale of the

Series 2017 Notes hereunder will not involve any transaction that is subject to the prohibitions of section 406 of ERISA (for which an exemption under section 408 of ERISA does not apply) or in connection with which a tax would be imposed pursuant to section 4975(c)(1)(A)-(D) of the Code. The representation by the Company to each Purchaser in the first sentence of this Section 5.12(e) is made in reliance upon and subject to the accuracy of such. Purchaser's representation in Section 6.2 of the Note Purchase Agreement as to the sources of the funds used to pay the purchase price of the Series 2017 Notes to be purchased by such Purchaser.

Section 5.13. Private Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the Series 2017 Notes or any similar Securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the Purchasers and not more than 32 other Institutional Investors of the type described in clause (c) of the definition thereof, each of which has been offered the Series 2017 Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Series 2017 Notes to the registration requirements of Section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction.

Section 5.14. Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Series 2017 Notes as described in the "Summary of Proposed Terms and Conditions" in the Memorandum. No part of the proceeds from the sale of the Series 2017 Notes under the First Supplement will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 15 % of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 15% of the value of such assets. As used in this Section, the terms "margin stock" and "purpose of buying or carrying" shall have the meanings assigned to them in said Regulation U.

Section 5.15. Existing Indebtedness. (a) Except as described therein, Schedule 5.15 to the First Supplement sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of March 15, 2017 (including a description of the obligors, principal amount outstanding and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries (other than as permitted hereunder). Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness

of the Company or any Subsidiary the outstanding principal amount of which exceeds $25,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

(b)    Neither the Company nor any Subsidiary is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as specifically indicated in Schedule 5.15 to the First Supplement.

Section 5.16. Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity (i) is a Blocked Person, (ii) has been notified that its name appears or may in the future appear on a State Sanctions List or (iii) is a target of sanctions that have been imposed by ^,the United Nations or the European Union.

(b)    Neither the Company nor any Controlled Entity (i) has violated, been found in violation of, or been charged or convicted under, any applicable U.S. Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws or (ii) to the Company's knowledge, is under investigation by any Governmental Authority for possible violation of any U.S. Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws.

(c)No part of the proceeds from the sale of the Series 2017 Notes hereunder:

(i)constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used by the Company or any Controlled Entity, directly or indirectly, (A) in connection with any investment in, or any transactions or dealings with, any Blocked Person, (B) for any purpose that would cause any Purchaser to be in violation of any U.S. Economic Sanctions Laws or (C) otherwise in violation of any U.S. Economic Sanctions Laws;

(ii)will be used, directly or indirectly, in violation of, or cause any Purchaser to be in violation of, any applicable Anti-Money Laundering Laws; or

(iii)will be used, directly or indirectly, for the purpose of making any improper payments, including bribes, to any Governmental Official or commercial counterparty in order to obtain, retain or direct business or obtain any improper advantage, in each case which would be in violation of, or cause any Purchaser to be in violation of, any applicable Anti-Corruption Laws.

(d)The Company has established procedures and controls which it reasonably believes

are adequate (and otherwise comply with applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable U.S. Economic Sanctions Laws, Anti-Money Laundering Laws and Anti-Corruption Laws.

Section 5.17. Status under Certain Statutes. Neither the Company nor any Subsidiary is subject to regulation under the Investment Company Act of 1940, as amended, the Public Utility Holding Company Act of 2005, as amended, the ICC Termination Act of 1995, as amended, or the Federal Power Act, as amended.

Section 5.18. No Subsidiary Guarantors. As of the date hereof, there are no Subsidiaries that have an outstanding Guaranty with respect to any Indebtedness of the Company under any Principal Facility, or are a borrower under, co-obligor on, or jointly liable with respect to, any such Indebtedness outstanding under a Principal Credit Facility.

[FORM OF SERIES 2017 NOTE]

THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM AND, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY, OTHER APPLICABLE JURISDICTION.

3.93% SERIES 2017 SENIOR NOTE, TRANCHE C, DUE MARCH 15, 2027

No. [_____] $[________] [Date] PPN 84857L A#8

FOR VALUE RECEIVED, the undersigned, SPIRE INC. (herein called the "Company"), a corporation organized and existing under the laws of the State of Missouri, hereby promises to pay

to [_________], or its registered assigns, the principal sum of [_________] DOLLARS (or so much thereof as shall not have been prepaid) on March 15, 2027, with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of 3.93% per annum from the date hereof, payable semi-annually, on the 15th day of March and September in each year, commencing, with the 15 March or 15 September next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, on any overdue payment (including any overdue prepayment) of principal, any overdue payment of interest and any overdue payment of any Make-Whole Amount, payable semi-annually as aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per annum from time to time equal to the greater of (i) 5.93% and (ii) 2.0% over the rate of interest publicly announced by Chase Bank N.A., from time to time in New York, New York as its "base" or "prime" rate.

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at UMB Bank & Trust, N.A. or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below.

This Note is one of a series of Senior Notes (herein called the "Notes") issued pursuant to a First Supplement to the Master Note Purchase Agreement, dated June 20, 2016 (as from time to time amended, restated and supplemented, the "Note Purchase Agreement"), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the provisions of the Note Purchase Agreement, including, without limitation, the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made the representations set forth in Section 6.1 (except, in the case of a subsequent transferee, only Section 6.1(a)) and Section 6.2 of

EXHIBIT I

(to First Supplement)

the Note Purchase Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement.

This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder's attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

This Note is subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise.

If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement.

This Note shall be construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

SPIRE INC.
By
	Name:
	Title

DISCLOSURE MATERIALS

1.Confidential Private Placement Memorandum, dated February 2017.

2.Private Placement Presentation dated March 1, 2017.

SCHEDULE 5.3

(to First Supplement)

SUBSIDIARIES OF THE COMPANY AND

OWNERSHIP OF SUBSIDIARY STOCK

Name	Jurisdiction of Organization	Percent of Capital Stock Owned by Parent	Parent Entity
Alabama Gas Corporation	Alabama	100%	Spire Inc.
EnergySouth Inc.	Delaware	100%	Spire Inc.
Laclede Gas Company	Missouri	100%	Spire Inc.
Laclede Development Company	Missouri	100%	Spire Inc.
Laclede Insurance Risk Services, Inc.	South Carolina	100%	Spire Inc.
Laclede Investment LLC	Missouri	100%	Spire Inc.
Laclede Oil Services, LLC	Missouri	100%	Laclede Development Company
Laclede Pipeline Company	Missouri	100%	Spire Inc.
Laclede Venture Corp.	Missouri	100%	Laclede Development Company
Mobile Gas Service Corporation	Alabama	100%	EnergySouth, Inc
Spire Marketing Inc.	Missouri	100%	Laclede Investment LLC
Spire Midstream LLC	Missouri	100%	Spire Resources LLC
Spire Resources LLC	Missouri	100%	Spire Inc.
Spire STL Pipeline LLC	Missouri	100%	Spire Midstream LLC
Shared Services Corporation	Missouri	100%	Spire Inc.
Spire Storage Inc.	Missouri	100%	Spire Marketing, Inc.
Wilmutt Gas & Oil Company	Mississippi	100%	EnergySouth, Inc

SCHEDULE 5.4

(to First Supplement)

FINANCIAL STATEMENTS

Spire Inc.Annual Report on Form 10-K for the year ended September 30, 2016

Quarterly Report on form 10-Q for the quarter ended December 31, 2016

Alabama GasAnnual Report on Form 10-K for the year ended September 30, 2016

CorporationQuarterly Report on Form 10-Q for the quarter ended December 31, 2016

Laclede GasAnnual Report on Form 10-K for the year ended September 30, 2016

CompanyQuarterly Report on Form 10-Q for the quarter ended December 31, 2016

SCHEDULE 5.5

(to First Supplement)

EXISTING INDEBTEDNESS

Long-Term Debt as of 12/31/16*

Issue Date	Maturity	Par (000)	Coupon
Laclede Gas Company, First Mortgage Bonds 1
8/13/13	8/15/18	$100,000	2.000%
4/28/04	5/1/19	50,000	5.500%
3/15/13	3/15/23	55,000	3.000%
8/13/13	8/15/23	250,000	3.400%
3/15/13	3/15/28	45,000	3.400%
6/1/99	6/1/29	25,000	7.000%
9/21/00	9/15/30	30,000	7.900%
4/28/04	5/1/34	100,000	6.000%
6/9/06	6/1/36	55,000	6.150%
8/13/13	8/15/43	100,000	4.625%
		$810,000
Alabama Gas Corp., Unsecured Notes
12/1/15	12/1/45	$80,000	4.310%
1/14/05	1/15/20	40,000	5.200%
12/22/11	12/22/21	50,000	3.860%
9/15/15	9/15/25	35,000	3.210%
1/15/07	1/15/37	45,000	5.900%
		$250,000

Spire Inc., Unsecured Notes and Equity Units
8/19/14	8/15/19	$125,000	2.550%
6/11/14	4/1/22	143,750	6.750%
12/14/12	12/15/22	25,000	3.310%
8/19/14	8/15/44	250,000	4.700%
9/9/16	9/1/21	35,000	2.520%
9/9/16	9/1/26	130,000	3.130%
		$708,750

Mobile Gas Service Corporation, First Mortgage Bonds 1
9/30/2011	9/30/2021	$20,000	4.140%
9/30/2011	9/30/2031	42,000	5.000%
		$62,000
Willmut Gas & Oil Company, Bank Loan
12/30/2013	12/31/2018	5,000	3.100%
Total Long-term Debt		$ 1.835,750

SCHEDULE 5.15

(to First Supplement)

Short-Term Debt as of 12/31/16
Short-term borrowings
Laclede Gas Co. commercial paper 2	$312,850
Alabama Gas Corp. bank line borrowings 2	102,500
Spire Inc. bank line borrowings 2	91,000
	$506,350
Current portion of Spire long-term debt	$250,000
8/19/14 8/15/17 3L+0.75%
Total Short-term Debt	$756,350
Grand total, existing indebtedness	$ 2,592,100

¹  Substantially all of the plant of Laclede Gas Company and Mobile Gas Service Corporation are subject to the liens of their respective first mortgage bond indentures.

²  The following banks participated in the credit facility that underlay the Laclede Gas commercial paper program and provided short-term advances to Alabama Gas and Spire: Wells Fargo Bank, National Association, as Administrative Agent; U.S. Bank National Association; JPMorgan Chase Bank, N.A.; Bank of America, N.A.; Morgan Stanley Bank, N.A.; Credit Suisse AG, Cayman Islands Branch; Royal Bank of Canada, Regions Bank, TD Bank, N.A.; Commerce Bank, Stifel Bank & Trust.

* Activity since 12/31/16 includes:

– On or about February 27, 2017, the Company replaced $143.75 million of subordinated notes with $150 million of senior notes, as disclosed in the Company's 8-K filed on February 27, 2017.

– On March 10, 2017, the Company redeemed 100% of its $250 million floating rate notes due August 15, 2017 (shown above under "Current portion of Spire long-term debt").

– The above two actions increased the Company's short-term borrowings by $243.75 million, offset by about $75 million in cash generated by normal business activity between December 31, 2016 and March 10, 2017, and will be further offset by the issuance of $143.75 million of common equity on April 3, 2017 due to the settlement of the Company's equity units.

– The Laclede Gas Company commercial paper program was terminated, and the Company established a commercial paper program.

Under the Company's Loan Agreement dated December 14, 2016 with Wells Fargo Bank, National Association, as administrative agent, the Company must maintain a consolidated capitalization ratio (as defined therein) of no more than 70%.

Under the Company's Note Purchase Agreement dated August 3, 2012 with the purchasers named therein, the Company must maintain a consolidated capitalization ratio (as defined therein) of no more than 70%.

Under the Note Purchase Agreement, as supplemented by the First Supplement, the Company must maintain a Consolidated Capitalization Ratio of no more than 70%.

SCHEDULE 5.15

(to First Supplement)

Guaranties

Laclede Development Corp. has guaranteed the obligations of Cornell Investment Company under the terms of a real estate loan from Bank of Springfield and E.L. Wolff, Trustee, with the outstanding obligation as of December 31, 2016 being approximately $1.378 million.

SCHEDULE 5.15

(to First Supplement)

EX-4.4

Exhibit 4.4

_________________________________________________________________________________

LACLEDE GAS COMPANY

$170,000,000

$50,000,000 First Mortgage Bonds due September 15, 2032

$70,000,000 First Mortgage Bonds due September 15, 2047

$50,000,000 First Mortgage Bonds due September 15, 2057

_______________

BOND PURCHASE AGREEMENT

_______________

DATED MARCH 20, 2017

_________________________________________________________________________________

TABLE OF CONTENTS

SECTION    HEADING    PAGE

SECTION 1.    AUTHORIZATION OF BONDS    1

Section 1.1.    Bonds    1

Section 1.2.    Interest Rate    1

SECTION 2.    SALE AND PURCHASE OF BONDS    2

SECTION 3.    CLOSING    2

SECTION 4.    CONDITIONS TO CLOSING    2

Section 4.1.    Representations and Warranties    2

Section 4.2.    Performance; No Default    3

Section 4.3.    Compliance Certificates    3

Section 4.4.    Opinions of Counsel    3

Section 4.5.    Purchase Permitted by Applicable Law, Etc    3

Section 4.6.    Sale of Other Bonds    3

Section 4.7.    Payment of Special Counsel Fees    3

Section 4.8.    Private Placement Number    4

Section 4.9.    Changes in Corporate Structure    4

Section 4.10.    Notice of Closing.    4

Section 4.11.    Funding Instructions    4

Section 4.12.    Additional Bond Requirements    4

Section 4.13.    Proceedings and Documents    4

SECTION 5.    REPRESENTATIONS AND WARRANTIES OF THE COMPANY    5

Section 5.1.    Organization; Power and Authority    5

Section 5.2.    Authorization, Etc    5

Section 5.3.    Disclosure    5

Section 5.4.    Organization and Ownership of Shares of Subsidiaries    6

Section 5.5.    Financial Statements; Material Liabilities    6

Section 5.6.    Compliance with Laws, Other Instruments, Etc    7

Section 5.7.    Governmental Authorizations, Etc    7

Section 5.8.    Litigation; Observance of Statutes and Orders    7

Section 5.9.    Taxes    8

Section 5.10.    Title to Property; Leases    8

Section 5.11.    Licenses, Permits, Etc    8

Section 5.12.    Compliance with ERISA    8

Section 5.13.    Private Offering by the Company    9

Section 5.14.    Use of Proceeds; Margin Regulations    9

Section 5.15.    Existing Indebtedness    10

Section 5.16.    Foreign Assets Control Regulations, Etc    10

Section 5.17.    Status under Certain Statutes    11

SECTION 6.    REPRESENTATIONS OF THE PURCHASERS    11

Section 6.1.    Purchase for Investment    11

Section 6.2.    Source of Funds    11

SECTION 7.    INFORMATION AS TO COMPANY    13

Section 7.1.    Financial and Business Information    13

Section 7.2.    Officer’s Certificate    15

Section 7.3.    Visitation    16

Section 7.4.    Compliance    17

SECTION 8.    NEGATIVE COVENANTS    17

Section 8.1.    Economic Sanctions, Etc     17

SECTION 9.    REGISTRATION; EXCHANGE; SUBSTITUTION OF BONDS    17

Section 9.1.    Registration of Bonds    17

Section 9.2.    Transfer and Exchange of Bonds    17

Section 9.3.    Replacement of Bonds    17

SECTION 10.    ELECTRONIC TRANSFER    17

Section 10.1.    Electronic Transfer    17

SECTION 11.    EXPENSES, ETC    17

Section 11.1.    Transaction Expenses    17

Section 11.2.    Survival    18

SECTION 12.    SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE

AGREEMENT    18

SECTION 13.    AMENDMENT AND WAIVER    18

Section 13.1.    Requirements    18

Section 13.2.    Solicitation of Holders of Bonds    19

Section 13.3.    Binding Effect, Etc    19

Section 13.4.    Bonds Held by Company, Etc    20

SECTION 14.    NOTICES    20

SECTION 15.    REPRODUCTION OF DOCUMENTS    20

SECTION 16.    CONFIDENTIAL INFORMATION    21

SECTION 17.    SUBSTITUTION OF PURCHASER    22

SECTION 18.    MISCELLANEOUS    22

Section 18.1.    Successors and Assigns    22

Section 18.2.    Accounting Terms    22

Section 18.3.    Severability    22

Section 18.4.    Construction, Etc    23

Section 18.5.    Counterparts    23

Section 18.6.    Governing Law    23

Section 18.7.    Waiver of Jury Trial    23

SCHEDULE A    —    Information Relating to Purchasers

SCHEDULE B    —     Defined Terms

SCHEDULE C    —    Applicable Interest Rates for the Bonds

SCHEDULE 5.3    —    Disclosure Materials

SCHEDULE 5.4    —    Subsidiaries of the Company and Ownership of Subsidiary Stock

SCHEDULE 5.5    —    Financial Statements

SCHEDULE 5.15    —    Existing Indebtedness

EXHIBIT 1    —    Form of Thirty-Third Supplemental Indenture

EXHIBIT 4.4(a)    —    Form of Opinion of Special Counsel for the Company

EXHIBIT 4.4(b)    —    Form of Opinion of Special Counsel for the Purchasers

THE LACLEDE GAS COMPANY

700 Market Street

Saint Louis, Missouri 63101

$50,000,000 First Mortgage Bonds due September 15, 2032

$70,000,000 First Mortgage Bonds due September 15, 2047

$50,000,000 First Mortgage Bonds due September 15, 2057

March 20, 2017

TO EACH OF THE PURCHASERS LISTED IN SCHEDULE A HERETO:

Ladies and Gentlemen:

Laclede Gas Company, a Missouri corporation (along with any successor that becomes such in accordance with the Indenture, the “Company”), agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:

SECTION 1.AUTHORIZATION OF BONDS.

Section 1.1. Bonds. The Company will authorize the issue and sale of (i) $50,000,000 aggregate principal amount of its First Mortgage Bonds due September 15, 2032 (the “Series A Bonds”), (ii) $70,000,000 aggregate principal amount of its First Mortgage Bonds due September 15, 2047 (the “Series B Bonds”) and (iii) $50,000,000 aggregate principal amount of its First Mortgage Bonds due September 15, 2057 (the “Series C Bonds”; and, together with the Series A Bonds and the Series B Bonds, the “Bonds”). The Bonds will be issued pursuant to the Thirty-Third Supplemental Indenture to be dated the date of the Closing (the “Thirty-Third Supplement”) to the Mortgage and Deed of Trust dated as of February 1, 1945, as heretofore amended and supplemented (the “Indenture”). The Bonds shall be substantially in the forms included in the Recitals to the Thirty-Third Supplement and the Thirty-Third Supplement shall be substantially in the form of Exhibit 1 hereto. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Section 1.2. Interest Rate. (a) The Bonds shall bear interest (computed on the basis of a 360-day year of twelve 30-day months) on the unpaid principal balance thereof at the Applicable Interest Rate determined as set forth on Schedule C hereto from the date of issuance, payable semi-annually on March 15th and September 15th of each year thereafter, until such principal amount shall have become due and payable, and as provided in the Thirty-Third Supplement.

SECTION 2.SALE AND PURCHASE OF BONDS.

Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Bonds of the series and in the principal amount specified opposite such Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.

SECTION 3.CLOSING.

The execution and delivery of this Agreement will be made at the offices of Chapman and Cutler LLP, 111 West Monroe, Chicago, Illinois 60603 on March 20, 2017.

The sale and purchase of the Series A Bonds, Series B Bonds and Series C Bonds to be purchased by each Purchaser shall occur at the offices of Chapman and Cutler LLP, 111 West Monroe Street, Chicago, Illinois 60603, at 10:00 a.m., Chicago time, at a closing (the “Closing”) on or prior to September 15, 2017, on a date (which shall be a Business Day) as the Company may select with at least five (5) Business Days prior written notice to the Purchasers in accordance with Section 4.10 hereof. The Applicable Interest Rates for the Bonds shall be determined in relation to the date of the Closing in accordance with Schedule C hereof. At the Closing the Company will deliver to each Purchaser the Series A Bonds, Series B Bonds and Series C Bonds to be purchased by such Purchaser in the form of a single Bond of each series, as applicable (or such greater number of Series A Bonds, Series B Bonds and Series C Bonds in denominations of at least $250,000 as such Purchaser may request), dated the date of the Closing and registered in such Purchaser’s name (or in the name of its nominee), against delivery by such Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company, with wire instructions to be provided by the Company to the Purchaser at least three Business Days prior to the Closing date in accordance with Section 4.11. If at the Closing the Company shall fail to tender such Bonds to any Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to such Purchaser’s satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such Purchaser may have by reason of such failure or such nonfulfillment.

SECTION 4.CONDITIONS TO CLOSING.

Each Purchaser’s obligation to purchase and pay for the Bonds to be sold to such Purchaser at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at the Closing, of the following conditions:

Section 4.1. Representations and Warranties. The representations and warranties of the Company in this Agreement shall be correct when made and at the time of the Closing.

Section 4.2. Performance; No Default. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing and after giving effect to the issue and sale of the Bonds (and the application of the proceeds thereof as contemplated by Section 5.14) no Default or Event of Default shall have occurred and be continuing.

Section 4.3. Compliance Certificates.

(a)Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.

(b)Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of this Agreement, the Bonds and the Thirty-Third Supplement.

Section 4.4. Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing from (a) Stinson Leonard Street LLP, counsel for the Company, covering the matters set forth in Exhibit 4.4(a) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Company hereby instructs its counsel to deliver such opinion to the Purchasers) and (b) from Chapman and Cutler LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Section 4.5. Purchase Permitted by Applicable Law, Etc. On the date of the Closing such Purchaser’s purchase of Bonds shall (a) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject such Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by such Purchaser, such Purchaser shall have received an Officer’s Certificate certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.

Section 4.6. Sale of Other Bonds. Contemporaneously with the Closing, the Company shall sell to each other Purchaser and each other Purchaser shall purchase the Bonds to be purchased by it at the Closing as specified in Schedule A.

Section 4.7. Payment of Special Counsel Fees. Without limiting the provisions of Section 15.1, the Company shall have paid on or before the date of this Agreement and the date of Closing the reasonable fees, charges and disbursements of the Purchasers’ special counsel referred

to in Section 4.4 to the extent reflected in a detailed statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement and the date of Closing.

Section 4.8. Private Placement Number. A Private Placement Number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the SVO) shall have been obtained for the Bonds.

Section 4.9. Changes in Corporate Structure. The Company shall not have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5, except as permitted under Article XVII of the Indenture.

Section 4.10. Notice of Closing Date. At least five (5) Business Days prior to the date of the Closing, each Purchaser shall have received written notice signed by a Responsible Officer on letterhead of the Company confirming the date of Closing and the Applicable Interest Rate for the Series A Bonds, the Series B Bonds and the Series C Bonds based on such date selected for the Closing.

Section 4.11. Funding Instructions. At least three Business Days prior to the date of the Closing, each Purchaser shall have received written instructions signed by a Responsible Officer on letterhead of the Company confirming the bank and account information specified in Section 3 including (i) the name and address of the transferee bank, (ii) such transferee bank’s ABA number and (iii) the account name and number into which the purchase price for the Bonds is to be deposited.

Section 4.12. Additional Bond Requirements. At or prior to the Closing, the Thirty-Third Supplement shall have been duly authorized, executed and delivered by the Company and the Trustee thereunder. The Bonds to be purchased by each Purchaser at the Closing shall have been duly authorized, executed and delivered by the Company and duly authenticated and delivered by the Trustee to each such Purchaser and all conditions precedent to the issuance of the Bonds under the Bond Documents shall have been satisfied. Without limiting the foregoing, the Company shall have furnished to each Purchaser and its special counsel true and correct copies of all certificates, approvals, authorizations and consents necessary for the execution, delivery or performance by the Company of this Agreement, the Bonds and the Thirty-Third Supplement including any consents or approvals which may be required in connection with such execution, delivery and performance.

Section 4.13. Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be reasonably satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

SECTION 5.REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents and warrants to each Purchaser, as of the date of this Agreement and at Closing, that:

Section 5.1. Organization; Power and Authority. The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to execute and deliver the Bond Documents and to perform the provisions hereof and thereof.

Section 5.2. Authorization, Etc. (a) The Bond Documents have been duly authorized by all necessary corporate action on the part of the Company, and the Bond Documents constitute, and upon execution and delivery thereof, assuming due authentication thereof by the Trustee, each Bond will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting the enforcement of creditors’ rights generally or (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(b)Without limiting the foregoing, the Bonds have been duly authorized and, when

duly executed, authenticated and issued as provided in the Indenture and delivered pursuant to this Agreement, will constitute valid and legally binding obligations of the Company entitled to the security and benefits of the Indenture, will be secured equally and ratably with all other Bonds issued or to be issued under the Indenture. The Indenture constitutes a legally valid and directly enforceable first mortgage lien (except to the extent that enforcement of such lien may be limited by the effect of certain laws and judicial decisions upon the remedies provided in the Indenture; provided, however, such limitations do not render the Indenture invalid as a whole, and legally adequate rights and remedies nevertheless exist under the Indenture and applicable law for pursuit of a claim under the Bonds and for the practical realization of the security and principal legal benefits provided by the Indenture, and except as enforceability of such lien may be limited by bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and by general equity principles) upon the respective properties subject thereto (which properties constitute substantially all of the natural gas utility properties of the Company) subject only to “excepted encumbrances” (as defined in the Indenture).

Section 5.3. Disclosure. The Company, through its agents, J.P.Morgan Securities LLC and U.S. Bancorp Investments, Inc., has delivered to each Purchaser a copy of a Private Placement Memorandum, dated February 2017 (the “Memorandum”), relating to the transactions contemplated hereby. This Agreement, the Memorandum and the agreements, instruments or

certificates delivered to the Purchasers by or on behalf of the Company in connection with the transactions contemplated hereby and identified in Schedule 5.3, and the financial statements listed in Schedule 5.5 (this Agreement, the Memorandum and such agreements, instruments or certificates and such financial statements delivered to each Purchaser prior to March 9, 2017 being referred to, collectively, as the “Disclosure Documents”), taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made; provided that, with respect to projections, budgets and other estimates, the Company represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. Except as disclosed in the Disclosure Documents, since September 30, 2016, there has been no change in the financial condition, operations, business or properties of the Company or any of its Subsidiaries except changes that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.

Section 5.4. Organization and Ownership of Shares of Subsidiaries. (a) Schedule 5.4 is (except as noted therein) a complete and correct list of the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary.

(b)    All of the outstanding shares of capital stock or similar equity interests of each Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4).

(c)    Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(d)    No Subsidiary is subject to any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Company or any of its Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Subsidiary.

Section 5.5. Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (together with the related schedules and notes, if any) fairly present in all material respects the consolidated financial position of the Company and

its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). As of the date of the execution and delivery of this Agreement, the Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents. As of the date of Closing, the Company and its Subsidiaries will not have any Material liabilities that are not disclosed on the financial statements included, or are not otherwise disclosed in, the Company’s then most recent Form 10-Q or, as applicable, Form 10-K filed with the SEC.

Section 5.6. Compliance with Laws, Other Instruments, Etc. The execution and delivery of the Bond Documents and the performance by the Company of the requirements of the Bond Documents will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien (other than the Lien of the Indenture) in respect of any property of the Company or any Subsidiary under, any Material indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, or any other Material agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary or (iii) violate, in any Material respect, any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary.

Section 5.7. Governmental Authorizations, Etc. No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Company of the Bond Documents, other than the authorization of MoPSC, which authorization has been duly obtained and which is in full force and effect as of the time of the Closing.

Section 5.8. Litigation; Observance of Statutes and Orders. (a) Except as disclosed under “Item 1. Legal Proceedings” in Part II of the Company’s most recent Form 10-Q included as part of the Disclosure Documents, there are no actions, suits or proceedings pending or, to the actual knowledge of the Company, threatened against or affecting the Company or any Subsidiary or any property of the Company or any Subsidiary in any court or before any arbitrator of any kind or before or by any Governmental Authority that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. Except as disclosed under “Item 1. Legal Proceedings” in Part II of the Company’s most recent Form 10-Q included as part of the Disclosure Documents, to the actual knowledge of the Company, there are no investigations pending or threatened against or affecting the Company or any Subsidiary or any property of the Company or any Subsidiary before or by any Governmental Authority that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

(b)Neither the Company nor any Subsidiary is (i) in default under any agreement or

instrument to which it is a party or by which it is bound, (ii) in violation of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or (iii) in violation of any

applicable law, ordinance, rule or regulation of any Governmental Authority (including, without limitation, Environmental Laws, the USA Patriot Act or any of the other laws and regulations that are referred to in Section 5.16), which default or violation, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

Section 5.9. Taxes. The Company and its Subsidiaries have filed all Material federal, state and local income tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments payable by them, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments (i) the amount of which is not individually or in the aggregate Material or (ii) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the Company or a Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP. The U.S. federal income tax liabilities of the Company and its Subsidiaries have been finally determined (whether by reason of completed audits or the statute of limitations having run) for all fiscal years up to and including the fiscal year ended September 30, 2012.

Section 5.10. Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective Material properties, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement, except for those defects in title and Liens that, individually or in the aggregate, would not have a Material Adverse Effect. All Material leases are valid and subsisting and are in full force and effect in all material respects.

Section 5.11. Licenses, Permits, Etc. The Company and its Subsidiaries own or possess all licenses, permits, franchises, authorizations, patents, copyrights, proprietary software, service marks, trademarks and trade names, or rights thereto, that are Material, without known conflict with the rights of others, except for those conflicts that, individually or in the aggregate, would not have a Material Adverse Effect.

Section 5.12. Compliance with ERISA. (a) The Company and each ERISA Affiliate have operated and administered each Plan (other than Multiemployer Plans) in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in section 3 of ERISA), except for such instances of liability as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect and no event, transaction or condition has occurred or exists that would reasonably be expected to result in the incurrence of any such liability by the Company or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to section 401(a)(29) or 412 of the Code or section 4068 of ERISA, other than such liabilities or Liens as would not be individually or in the aggregate reasonably expected to result in a Material Adverse Effect.

(b)    The present value of the aggregate benefit liabilities under each of the Plans (other than Multiemployer Plans), determined as of the end of such Plan’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan’s most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such Plan allocable to such benefit liabilities by more than an amount that could be reasonably expected to result in a Material Adverse Effect. The term “benefit liabilities” has the meaning specified in section 4001 of ERISA and the terms “current value” and “present value” have the meaning specified in section 3 of ERISA.

(c)The Company and its ERISA Affiliates have not incurred withdrawal liabilities (and are not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate could be reasonably expected to result in a Material Adverse Effect.

(d)The expected postretirement benefit obligation (determined as of the last day of the Company’s most recently ended fiscal year in accordance with Financial Accounting Standards Accounting Standards Codification Topic 715-60, without regard to liabilities attributable to continuation coverage mandated by section 4980B of the Code) of the Company and its Subsidiaries is not expected to have a Material Adverse Effect.

(e)The execution and delivery of this Agreement, the Bonds and the Thirty-Third Supplement and the issuance and sale of the Bonds will not involve any transaction that is subject to the prohibitions of section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D) of the Code. The representation by the Company to each Purchaser in the first sentence of this Section 5.12(e) is made in reliance upon and subject to the accuracy of such Purchaser’s representation in Section 6.2 as to the sources of the funds used to pay the purchase price of the Bonds to be purchased by such Purchaser.

Section 5.13. Private Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the Bonds or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any person other than the Purchasers and not more than 23 other Institutional Investors, each of which has been offered the Bonds at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Bonds to the registration requirements of Section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction.

Section 5.14. Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Bonds as set forth under the heading “Summary of Proposed Terms and Conditions” of the Memorandum. No part of the proceeds from the sale of the Bonds hereunder will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 15% of the value of the consolidated assets of the Company and its

Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 15% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Section 5.15. Existing Indebtedness. Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries as of December 31, 2016 (including a description of the obligors, principal amount outstanding and collateral therefor, if any, and Guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries other than as permitted under the Indenture. Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding principal amount of which exceeds $25,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

(b)Neither the Company nor any Subsidiary is a party to, or otherwise subject to any

provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company, except as disclosed in Schedule 5.15 or as provided in the Indenture.

Section 5.16. Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity (i) is a Blocked Person, (ii) has been notified that its name appears or may in the future appear on a State Sanctions List or (iii) is a target of sanctions that have been imposed by the United Nations or the European Union.

(b)    Neither the Company nor any Controlled Entity (i) has violated, been found in violation of, or been charged or convicted under, any applicable U.S. Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws or (ii) to the Company’s knowledge, is under investigation by any Governmental Authority for possible violation of any U.S. Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws.

(c)    No part of the proceeds from the sale of the Bonds hereunder:

(i)constitutes or will constitute funds obtained on behalf of any Blocked

Person or will otherwise be used by the Company or any Controlled Entity, directly or indirectly, (A) in connection with any investment in, or any transactions or dealings with, any Blocked Person, (B) for any purpose that would cause any Purchaser to be in violation of any U.S. Economic Sanctions Laws or (C) otherwise in violation of any U.S. Economic Sanctions Laws;

(ii)    will be used, directly or indirectly, in violation of, or cause any Purchaser to be in violation of, any applicable Anti-Money Laundering Laws; or

(iii)    will be used, directly or indirectly, for the purpose of making any improper payments, including bribes, to any Governmental Official or commercial counterparty in order to obtain, retain or direct business or obtain any improper advantage, in each case which would be in violation of, or cause any Purchaser to be in violation of, any applicable Anti-Corruption Laws.

(d)The Company has established procedures and controls which it reasonably believes

are adequate (and otherwise comply with applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable U.S. Economic Sanctions Laws, Anti-Money Laundering Laws and Anti-Corruption Laws.

Section 5.17. Status under Certain Statutes. Neither the Company nor any Subsidiary is subject to regulation under the Investment Company Act of 1940, as amended, or the ICC Termination Act of 1995, as amended.

SECTION 6.REPRESENTATIONS OF THE PURCHASERS.

Section 6.1. Purchase for Investment. Each Purchaser severally represents that (i) it is an “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and (ii) it is purchasing the Bonds for its own account or for one or more separate accounts maintained by such Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of such Purchaser’s or their property shall at all times be within such Purchaser’s or their control. Each Purchaser understands that the Bonds have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Bonds.

Each Purchaser severally represents that it (or its investment manager) has received and reviewed the Disclosure Documents and has been furnished an opportunity to obtain any additional information or documents concerning the Company and its Subsidiaries, and their financial condition, operations, business or properties, necessary or desirable to make an informed decision as to an investment in the Bonds. Each Purchaser further represents that such Purchaser (or its investment manager) has had the opportunity to ask questions of the Company and received answers from the Company’s Responsible Officers concerning the terms and conditions of the sale of the Bonds and to request the information it believes necessary or appropriate to evaluate the suitability of any investment in the Bonds.

Section 6.2. Source of Funds. Each Purchaser severally represents that at least one of the following statements is an accurate representation as to each source of funds (a “Source”) to be used by such Purchaser to pay the purchase price of the Bonds to be purchased by such Purchaser hereunder:

(a)the Source is an “insurance company general account” (as the term is defined in the United States Department of Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account do not exceed 10% of the total reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile; or

(b)the Source is a separate account that is maintained solely in connection with such Purchaser’s fixed contractual obligations under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by the investment performance of the separate account; or

(c)the Source is either (i) an “insurance company pooled separate account”, within the meaning of PTE 90-1 or (ii) a “bank collective investment fund”, within the meaning of the PTE 91-38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this clause (c), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or

(d)the Source constitutes assets of an “investment fund” (within the meaning of Part VI of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM Exemption), no employee benefit plan’s assets that are managed by the QPAM in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a Person controlling or controlled by the QPAM maintains an ownership interest in the Company that would cause the QPAM and the Company to be related within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any employee benefit plans whose assets in the investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, have been disclosed to the Company in writing pursuant to this clause (d); or

(e)the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a Person controlling or controlled by the INHAM (applying the definition of “control” in Part IV(d)(3) of the INHAM Exemption) owns a 10% or more interest in the Company and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been disclosed to the Company in writing pursuant to this clause (e); or

(f)the Source is a governmental plan; or

(g)the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this clause (g); or

(h)the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.

As used in this Section 6.2, the terms “employee benefit plan,” “governmental plan,” and “separate account” shall have the respective meanings assigned to such terms in section 3 of ERISA.

SECTION 7.INFORMATION AS TO COMPANY.

Section 7.1. Financial and Business Information. The Company shall deliver to each holder of Bonds that is an Institutional Investor:

(a)    Quarterly Statements - within 60 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,

(i)    an unaudited consolidated balance sheet of the Company and its Subsidiaries as of the end of such fiscal quarter, and

(ii)    the related unaudited consolidated statements of income and cash flows for such fiscal quarter and for the portion of the Company’s fiscal year ended at the end of such fiscal quarter,

setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies

being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments and the absence of footnote disclosures, provided that delivery within the time period specified above of copies of the Company’s Form 10-Q prepared in compliance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(a), and provided, further, that the Company shall be deemed to have made such delivery of such Form 10-Q if it shall have timely made such Form 10-Q available on “EDGAR” and on its home page on the worldwide web (at the date of this Agreement located at: http//www.lacledegas.com) and shall have given such holder prior notice of such availability on EDGAR and on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”);

(b)Annual Statements - within 105 days (or such shorter period as is 15 days

greater than the period applicable to the filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,

(i)an audited consolidated balance sheet of the Company and its Subsidiaries as of the end of such fiscal year, and

(ii)the related audited consolidated statements of income, changes in shareholders’ equity and cash flows, for such fiscal year, including notes thereto,

setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified above of the Company’s Annual Report on Form 10-K for such fiscal year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company shall be deemed to have made such delivery of such Form 10-K if it shall have timely made Electronic Delivery thereof;

(c)SEC and Other Reports - promptly upon their becoming available, one

copy of (i) each financial statement, report, notice or proxy statement sent by the Company or any Subsidiary to its principal lending banks as a whole (excluding information sent to such banks in the ordinary course of administration of a bank facility, such as information relating to pricing and borrowing availability) or to its public securities holders generally, and (ii) each regular or periodic report, each registration statement that shall have become

effective (without exhibits except as expressly requested by such holder), and each final prospectus and all amendments thereto filed by the Company or any Subsidiary with the SEC; provided that the Company shall be deemed to have made such delivery of such reports if it shall have timely made Electronic Delivery thereof;

(d)Notice of Default or Event of Default - promptly, and in any event within ten days after a Responsible Officer becoming aware of the existence of any Default or Event of Default, a written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto;

(e)ERISA Matters - promptly, and in any event within ten days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto:

(i)with respect to any Plan, any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof that could be reasonably expected individually or in the aggregate to result in liability that would have a Material Adverse Effect; or

(ii)the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or

(iii)any event, transaction or condition that could reasonably be expected to result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, would reasonably be expected to have a Material Adverse Effect; and

(f)Requested Information - with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Company or any of its Subsidiaries (including, but without limitation, actual copies of the Company’s Form 10-Q and Form 10-K) or relating to the ability of the Company to perform its obligations under this Agreement and under the Bonds as from time to time may be reasonably requested by such holder of Bonds.

Section 7.2. Officer’s Certificate. Each set of financial statements delivered to a holder of Bonds pursuant to Section 7.1(a) or Section 7.1(b) shall be accompanied by a certificate of a

Senior Financial Officer setting forth (which, in the case of Electronic Delivery of any such financial statements, shall be by separate concurrent delivery of such certificate to each holder of Bonds) a statement that such Senior Financial Officer has reviewed the relevant terms hereof and has made, or caused to be made, under his or her supervision, a review of the transactions and conditions of the Company and its Subsidiaries from the beginning of the quarterly or annual period covered by the statements then being furnished to the date of the certificate and that such review shall not have disclosed the existence during such period of any condition or event that constitutes a Default or an Event of Default or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company shall have taken or proposes to take with respect thereto.

Section 7.3. Visitation. The Company shall permit the representatives of each holder of Bonds that is an Institutional Investor:

(a)No Default - if no Default or Event of Default then exists, at the expense of such holder and upon reasonable, but not less than 10 days’, prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and its Subsidiaries with the Company’s officers, and, with the consent of the Company (which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each Subsidiary, all during the Company’s normal business hours; provided, however, that so long as no Default or Event of Default then exists, the holders, collectively, shall be permitted to make no more than two such visits during any fiscal year;

(b)Default - if a Default or Event of Default then exists, at the reasonable expense of the Company to visit and inspect any of the offices or properties of the Company or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and its Subsidiaries), all at such reasonable times and as often as may be requested; provided that in the case of any discussion or meeting with the independent public accountants, only if the Company has been given the opportunity to participate in such discussion; and

(c)Restrictions Related to Safety and Confidentiality - notwithstanding the foregoing, the Company reserves the right to restrict access to any of its or its Subsidiaries’ facilities in accordance with reasonably adopted procedures relating to safety and security and the Company nor any of its Subsidiaries shall be required to disclose to the holders of the Bonds or any agents or representatives thereof any information that is the subject of attorney-client privilege or attorney work-product privilege properly asserted by the Company or any of its Subsidiaries to prevent the loss of such privilege in connection with such information or that is prevented from disclosure pursuant to a confidentiality agreement with any non-Affiliate (provided that the Company agrees to use commercially reasonable efforts to obtain consent from the party in whose favor the obligation of confidentiality was made to permit disclosure of the relevant information, subject to

customary nondisclosure restrictions applicable to the holders of the Bonds, as applicable, and that the Company has received a written opinion of counsel confirming that disclosure of such information without consent from such other contractual party would constitute a breach of such agreement).

Section 7.4. Compliance. The Company shall timely comply with the reporting requirements of the Indenture.

SECTION 8.NEGATIVE COVENANTS.

Section 8.1. Economic Sanctions, Etc. The Company will not, and will not permit any Controlled Entity to (a) become (including by virtue of being owned or controlled by a Blocked Person), own or control a Blocked Person or (b) directly or indirectly have any investment in or engage in any dealing or transaction (including any investment, dealing or transaction involving the proceeds of the Bonds) with any Person if such investment, dealing or transaction (i) would cause any holder or any affiliate of such holder to be in violation of, or subject to sanctions under, any law or regulation applicable to such holder, or (ii) is prohibited by or subject to sanctions under any U.S. Economic Sanctions Laws.

SECTION 9.REGISTRATION; EXCHANGE; SUBSTITUTION OF BONDS.

Section 9.1. Registration of Bonds. The Company shall give to any holder of a Bond that is an Institutional Investor promptly upon request therefor but in any event within 10 Business Days, a complete and correct copy of the names and addresses of all registered holders of Bonds.

Section 9.2. Transfer and Exchange of Bonds. The transfer and exchange of the Bonds shall be pursuant to and in accordance with the terms and provisions of the Indenture.

Section 9.3. Replacement of Bonds. The replacement of lost, stolen, destroyed or mutilated Bonds shall be in accordance with the Indenture.

SECTION 10.ELECTRONIC TRANSFER.

Section 10.1. Electronic Transfer. The Company shall deliver to the Trustee on or prior to the Closing the wire instructions of each Purchaser contained in Schedule A hereto and acknowledges that such wire instructions are being delivered pursuant to the last two sentences of the first paragraph contained in each of the form of the Series A Bonds, the Series B Bonds and the Series C Bonds.

SECTION 11.EXPENSES, ETC.

Section 11.1. Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of one special counsel for the Purchasers and, if reasonably required by the Required Holders, one local or other counsel) incurred by the Purchasers and each other holder of

a Bond in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of the Bond Documents (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the reasonable costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under the Bond Documents or in responding to any subpoena or other legal process or informal investigative demand issued in connection with the Bond Documents, or by reason of being a holder of any Bond, (b) the reasonable costs and expenses, including reasonable financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated by the Bond Documents and (c) the reasonable costs and expenses incurred in connection with the initial filing of any Bond Documents and all related documents and financial information with the SVO, provided that such costs and expenses under this clause (c) shall not exceed $5,000 for each tranche or Series of Bonds. The Company will pay, and will save each Purchaser, each Additional Purchaser and each other holder of a Bond harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders retained by or on behalf of the Company. For the avoidance of doubt, the Company will not be liable for any fees, costs or expenses, if any, of brokers or finders retained by or on behalf of a Purchaser, an Additional Purchaser or other holder in connection with its purchase of the Bonds.

Section 11.2. Survival. The obligations of the Company under this Section 11 will survive the payment or transfer of any Bond, the enforcement, amendment or waiver of any provision of the Bond Documents, and the termination of the Bond Documents.

SECTION 12.SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

All representations and warranties contained herein shall survive the execution and delivery of the Bond Documents, the purchase or transfer by any Purchaser of any Bond or portion thereof or interest therein and the payment of any Bond, and may be relied upon by any subsequent holder of a Bond, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Bond. All statements contained in any certificate or other instrument delivered by or on behalf of the Company pursuant to a Bond Document shall be deemed representations and warranties of the Company under such Bond Document. Subject to the preceding sentence, the Bond Documents embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

SECTION 13.AMENDMENT AND WAIVER.

Section 13.1. Requirements. This Agreement may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 17 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Company and the holder of each Bond at the time outstanding affected thereby, amend any of Sections 8, 11, 13 or 16.

Section 13.2. Solicitation of Holders of Bonds.

(a)Solicitation. The Company will provide each Purchaser (at any time prior to the date of the Closing) and each holder of the Bonds (irrespective of the amount of Bonds then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Purchaser or such holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions of the Bond Documents. The Company will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 13 to each Purchaser (with respect to any amendment, waiver or consent effected at any time prior to the date of the Closing) and each holder of outstanding Bonds promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Purchasers (with respect to any amendment, waiver or consent effected at any time prior to the date of the Closing) and/or holders of Bonds.

(b)Payment. The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security or provide other credit support, to any Purchaser (with respect to any amendment, waiver or consent effected at any time prior to the date of the Closing) or holder of Bonds as consideration for or as an inducement to the entering into by any such Purchaser or such holder of Bonds of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted or other credit support concurrently provided, on the same terms, ratably to each such Purchaser and each such holder of Bonds then outstanding even if such Purchaser or such holder did not consent to such waiver or amendment.

(c)Consent in Contemplation of Transfer. Any consent made pursuant to this Section 13.2 by the holder of any Bond that has transferred or has agreed to transfer such Bond to the Company, any Subsidiary or any Affiliate of the Company and has provided or has agreed to provide such written consent as a condition to such transfer shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Bonds that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such transferring holder.

Section 13.3. Binding Effect, Etc. Any amendment or waiver consented to as provided in this Section 13 applies equally to all holders of Bonds and is binding upon them and upon each future holder of any Bond and upon the Company without regard to whether such Bond has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Company and the holder of any Bond nor any delay in exercising any rights hereunder or under any Bond shall operate as a waiver of any rights of any holder of such Bond. As used herein, the term “this Agreement” and references thereto shall mean this Agreement (including, without limitation, the Schedules and Exhibits hereto) as it may from time to time be amended or supplemented.

Section 13.4. Bonds Held by Company, Etc. Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate principal amount of Bonds then outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement or the Bonds, or have directed the taking of any action provided herein or in the Bonds to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Bonds then outstanding, Bonds directly or indirectly owned by the Company or any of its Affiliates shall be deemed not to be outstanding.

SECTION 14.NOTICES.

Except as otherwise provided herein, all notices and communications provided for hereunder shall be in writing and sent (a) by telecopy or electronic mail (to those recipients who have provided email addresses specifically for such purpose to the other parties hereto) or (b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by a recognized overnight delivery service (with charges prepaid). Any such notice must be sent:

(i)if to any Purchaser or its nominee, to such Purchaser or nominee at the address specified for such communications in Schedule A, or at such other address as such Purchaser or nominee shall have specified to the Company in writing,

(ii)if to any other holder of any Bond, to such holder at such address as such other holder shall have specified to the Company in writing,

(iii)if to the Company, to the Company at its address set forth at the beginning hereof to the attention of the Treasurer, with a copy to the General Counsel, or at such other address as the Company shall have specified to the holder of each Bond in writing, or

(iv)if to the Trustee, at the following address: 2 South Broadway, Suite 435, Saint Louis, Missouri 63102, attention Richard F. Novosak, Vice President UMB Bank & Trust, N.A, Corporate Trust Division.

Notices under this Section 14 will be deemed given only when actually received.

SECTION 15.REPRODUCTION OF DOCUMENTS.

The Bond Documents and all documents relating thereto, including, without limitation, (a) consents, waivers and modifications that may hereafter be executed, (b) documents received by any Purchaser at the Closing (except the Bonds themselves), and (c) financial statements, certificates and other information previously or hereafter furnished to any Purchaser, may be reproduced by such Purchaser by any photographic, photostatic, electronic, digital, or other similar process and such Purchaser may destroy any original document so reproduced. The Company agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by such Purchaser in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. This Section 15 shall not prohibit

the Company or any other holder of Bonds from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.

SECTION 16.CONFIDENTIAL INFORMATION.

For the purposes of this Section 16, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Company or such Subsidiary, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Company or any Subsidiary or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Bonds), (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 16, (iii) any other holder of any Bond, (iv) any Institutional Investor to which it sells or offers to sell such Bond or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 16), (v) any Person from which it offers to purchase any security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 16), (vi) any Governmental Authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosure is necessary (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary in the enforcement or for the protection of the rights and remedies under such Purchaser’s Bonds and this Agreement. Notwithstanding anything to the contrary, prior to any Purchaser making any permitted disclosure described in clause (x) above (or clause (vi) above but only to the extent such request or demand is specifically targeted at the Company or otherwise arising out of the transactions contemplated hereby), to the extent not prohibited by law or regulation such Purchaser shall use its reasonable efforts to promptly notify the Company in writing and shall use its reasonable efforts to assist the Company (at the Company’s sole expense) to protest and/or challenge any such required or requested disclosures. Each holder of a Bond, by its acceptance of a Bond, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 16 as though it were a party to this Agreement.

On reasonable request by the Company in connection with the delivery to any holder of a Bond of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying the provisions of this Section 16.

In the event that as a condition to receiving access to information relating to the Company or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Bond is required to agree to a confidentiality undertaking (whether through a data room, another secure website, a secure virtual workspace or otherwise) which is different from this Section 16, this Section 16 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 16 shall supersede any such other confidentiality undertaking.

SECTION 17.SUBSTITUTION OF PURCHASER.

Each Purchaser shall have the right to substitute any one of its Affiliates as the purchaser of the Bonds that it has agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both such Purchaser and such Affiliate, shall contain such Affiliate’s agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 17), shall be deemed to refer to such Affiliate in lieu of such original Purchaser. In the event that such Affiliate is so substituted as a Purchaser hereunder and such Affiliate thereafter transfers to such original Purchaser all of the Bonds then held by such Affiliate, upon receipt by the Company of notice of such transfer, any reference to such Affiliate as a “Purchaser” in this Agreement (other than in this Section 17), shall no longer be deemed to refer to such Affiliate, but shall refer to such original Purchaser, and such original Purchaser shall again have all the rights of an original holder of the Bonds under this Agreement.

SECTION 18.MISCELLANEOUS.

Section 18.1. Successors and Assigns. All covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns (including, without limitation, any subsequent holder of a Bond) whether so expressed or not.

Section 18.2. Accounting Terms. All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to them in accordance with GAAP. Except as otherwise specifically provided herein, (i) all computations made pursuant to this Agreement shall be made in accordance with GAAP, and (ii) all financial statements shall be prepared in accordance with GAAP.

Section 18.3. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such

prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

Section 18.4. Construction, Etc. Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

For the avoidance of doubt, all Schedules and Exhibits attached to this Agreement shall be deemed to be a part hereof.

Section 18.5. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.

Section 18.6. Governing Law. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of Missouri excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

Section 18.7. Waiver of Jury Trial. The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Bonds or any other document executed in connection herewith or therewith.

* * * * *

If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company.

Very truly yours,

LACLEDE GAS COMPANY
By:	/s/ Lynn D. Rawlings
	Name:	Lynn D. Rawlings
	Title:	Vice President, Treasurer and
		Assistant Corporate Secretary

This Agreement is hereby accepted and agreed to as of the date thereof.
	JOHN HANCOCK LIFE INSURANCE COMPANY
	(U.S.A)
	By:	/s/ Recep Kendircioglu
		Name:	Recep Kendircioglu
		Title:	Senior Managing Director
	JOHN HANCOCK LIFE & HEALTH INSURANCE
		COMPANY
	By:	/s/ Recep Kendircioglu
		Name:	Recep Kendircioglu
		Title:	Senior Managing Director
	JOHN HANCOCK LIFE INSURANCE COMPANY OF
		NEW YORK
	By:	/s/ Recep Kendircioglu
		Name:	Recep Kendircioglu
		Title:	Senior Managing Director

This Agreement is hereby accepted and agreed to as of the date thereof.
	NEW YORK LIFE INSURANCE COMPANY
	By:	/s/ Jessica L. Maizel
		Name:	Jessica L. Maizel
		Title:	Corporate Vice President
	NEW YORK LIFE INSURANCE AND ANNUITY
		CORPORATION
	By:	NYL Investors LLC, its Investment Manager
	By:	/s/ Jessica L. Maizel
		Name:	Jessica L. Maizel
		Title:	Senior Director
	NEW YORK LIFE INSURANCE AND ANNUITY
		CORPORATION INSTITUTIONALLY OWNED
		LIFE INSURANCE SEPARATE ACCOUNT
		(BOLI 3)
	By:	NYL Investors LLC, its Investment Manager
	By:	/s/ Jessica L. Maizel
		Name:	Jessica L. Maizel
		Title:	Senior Director

This Agreement is hereby accepted and agreed to as of the date thereof.
	THE NORTHWESTERN MUTUAL LIFE INSURANCE
		COMPANY
	By:	Northwestern Mutual Investment
		Management Company, LLC,
		its investment advisor
	By:	/s/ Timothy S. Collins
		Name:	Timothy S. Collins
		Title:	Managing Director
	THE NORTHWESTERN MUTUAL LIFE INSURANCE
		COMPANY FOR ITS GROUP ANNUITY
		SEPARATE ACCOUNT
	By:	/s/ Timothy S. Collins
		Name:	Timothy S. Collins
		Title:	Authorized Representative

This Agreement is hereby accepted and agreed to as of the date thereof.
	METROPOLITAN LIFE INSURANCE COMPANY
	By:	/s/ John A. Wills
		Name:	John A. Wills
		Title:	Senior Vice President and Managing
			Director
	METLIFE INSURANCE K.K.
	by:	MetLife Investment Advisors, LLC, Its
		Investment Manager
	By:	/s/ C. Scott Inglis
		Name:	C. Scott Inglis
		Title:	Senior Vice President and Managing
			Director

This Agreement is hereby accepted and agreed to as of the date thereof.
	GREAT-WEST LIFE & ANNUITY INSURANCE
		COMPANY
	By:	/s/ Tad Anderson
		Name:	Tad Anderson
		Title:	Assistant Vice President, Investments
	By:	/s/ Ward Argust
		Name:	Ward Argust
		Title:	Assistant Vice President, Investments
	THE CANADA LIFE ASSURANCE COMPANY
	By:	/s/ Tad Anderson
		Name:	Tad Anderson
		Title:	Assistant Vice President, Investments
	By:	/s/ Ward Argust
		Name:	Ward Argust
		Title:	Assistant Vice President, Investments

This Agreement is hereby accepted and agreed to as of the date thereof.
	AMERICAN UNITED LIFE INSURANCE COMPANY
	By:	/s/ David M. Weisenburger
		Name:	David M. Weisenburger
		Title:	VP, Fixed Income Securities
	THE STATE LIFE INSURANCE COMPANY
	By:	American United Life Insurance Company
	Its:	Agent
	By:	/s/ David M. Weisenburger
		Name:	David M. Weisenburger
		Title:	VP, Fixed Income Securities
	PIONEER MUTUAL LIFE INSURANCE COMPANY
	By:	American United Life Insurance Company
	Its:	Agent
	By:	/s/ David M. Weisenburger
		Name:	David M. Weisenburger
		Title:	VP, Fixed Income Securities
	UNITED FARM FAMILY LIFE INSURANCE
		COMPANY
	By:	American United Life Insurance Company
	Its:	Agent
	By:	/s/ David M. Weisenburger
		Name:	David M. Weisenburger
		Title:	VP, Fixed Income Securities

This Agreement is hereby accepted and agreed to as of the date thereof.
	COUNTRY LIFE INSURANCE COMPANY
	By:	/s/ John Jacobs
		Name:	John Jacobs
		Title:	Director - Fixed Income
	CMFG LIFE INSURANCE COMPANY
	By:	MEMBERS Capital Advisors, Inc.
	Its:	acting as Investment Advisor
	By:	/s/ Jason Micks
		Name:	Jason Micks
		Title:	Director, Investments
	WOODMEN OF THE WORLD LIFE INSURANCE
		SOCIETY
	By:	/s/ Shawn Bengtson
		Name:	Shawn Bengtson
		Title:	Vice President, Investment
	By:	/s/ Dean Holdsworth
		Name:	Dean Holdsworth
		Title:	Director, Mortgage Loan/Real Estate

INFORMATION RELATING TO PURCHASERS

NAME OF AND ADDRESS
OF PURCHASER JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) SERIES OF
BONDS TO BE
PURCHASED 2047 SERIES
2057 SERIES PRINCIPAL
AMOUNT OF BONDS
TO BE PURCHASED $10,000,000 $15,000,000

PAYMENTS:

All payments to be by bank wire transfer of immediately available funds to:

Bank Name: ABA Number: Account Number: Account Name: For Further Credit to: On Order of: The Bank of New York Mellon 021 000 018 8440548400 F008 US PP Collector JHUSA DDA Number 8901323349 Name of Issuer, CUSIP/PPN and P&I Breakdown Full name, interest rate and maturity date of Notes or other obligations

NOTICES AND AUDIT REQUESTS:

All notices with respect to payments, prepayments (scheduled and unscheduled, whether partial or in full) and audit requests shall be sent to:

John Hancock Financial. Services

197 Clarendon Street

Boston, MA 02116

Attention: Investment Administration

Fax Number: (617) 572-1799

Email: InvestmentAdministration@jhancock.com

All notices and communication with respect to compliance reporting, financial statements and related certifications shall be sent to:

John Hancock Financial Services

197 Clarendon Street

Boston, MA 02116

Attention: Bond and Corporate Finance, C-2

Email Address: powerteam@jhancock.com

SCHEDULE A

(to Bond Purchase Agreement)

All other notices shall be sent to:

John Hancock Financial Services         and        John Hancock Financial Services

197 Clarendon Street                        197 Clarendon Street

Boston, MA 02116                        Boston, MA 02116

Attention: Investment Law, C-3                    Attention: Bond and Corporate Finance, C-2

Email Address: powerteam@jhancock.com

TAX IDENTIFICATION NUMBER: 01-0233346

REGISTERED NAME OF SECURITIES: John Hancock Life Insurance Company (U.S.A.)

SERIES OF        PRINCIPAL

NAME OF AND ADDRESS            BONDS TO BE     AMOUNT OF BONDS

OF PURCHASER            PURCHASED        TO BE PURCHASED

JOHN HANCOCK LIFE & HEALTH INSURANCE        2047 SERIES        $2,000,000

COMPANY                            2057 SERIES        $2,000,000

PAYMENTS:

All payments to be by bank wire transfer of immediately available funds to:

Bank Name: ABA Number: Account Number: Account Name: For Further Credit to: On Order of: The Bank of New York Mellon 021 000 018 8440548400 F008 US PP Collector JHUSA DDA Number 8901323349 Name of Issuer, CUSIP/PPN and P &I Breakdown Full name, interest rate and maturity date of Notes or other obligations

NOTICES AND AUDIT REQUESTS:

All notices with respect to payments, prepayments (scheduled and unscheduled, whether partial or in full) and audit requests shall be sent to:

John Hancock Financial Services

197 Clarendon Street

Boston, MA 02116

Attention: Investment Administration

Fax Number: (617) 572-1799

Email: InvestmentAdministration@jhancock.com

All notices and communication with respect to compliance reporting, financial statements and related certifications shall be sent to:

John Hancock Financial Services

197 Clarendon Street

Boston, MA 02116

Attention: Bond and Corporate Finance, C-2

Email Address: powerteam@jhancock.com

All other notices shall be sent to:

John Hancock Financial Services         and        John Hancock Financial Services

197 Clarendon Street                        197 Clarendon Street

Boston, MA 02116                        Boston, MA 02116

Attention: Investment Law, C-3                    Attention: Bond and Corporate Finance, C-2

Email Address: powerteam@jhancock.com

TAX IDENTIFICATION NUMBER: 13-3072894

REGISTERED NAME OF SECURITIES: John Hancock Life & Health Insurance Company

SERIES OF        PRINCIPAL

NAME OF AND ADDRESS            BONDS TO BE     AMOUNT OF BONDS

OF PURCHASER            PURCHASED        TO BE PURCHASED

JOHN HANCOCK LIFE INSURANCE COMPANY OF    2047 SERIES        $3,000,000

NEW YORK                            2057 SERIES        $3,000,000

PAYMENTS:

All payments to be by bank wire transfer of immediately available funds to:

Bank Name:        The Bank of New York Mellon

ABA Number:        021 000 018

Account Number:    8440548400

Account Name:        F008 US PP Collector JHUSA

For Further Credit to:    DDA Number 8901323349

On Order of:        Name of Issuer, CUSIP/PPN and P&I Breakdown

Full name, interest rate and maturity date of Notes or other obligations

NOTICES AND AUDIT REQUESTS:

All notices with respect to payments, prepayments (scheduled and unscheduled, whether partial or in full) and audit requests shall be sent to:

John Hancock Financial Services

197 Clarendon Street

Boston, MA 02116

Attention: Investment Administration

Fax Number: (617) 572-1799

Email: InvestmentAdministration@jhancock.com

All notices and communication with respect to compliance reporting, financial statements and related certifications shall be sent to:

John Hancock Financial Services

197 Clarendon Street

Boston, MA 02116

Attention: Bond and Corporate Finance, C-2

Email Address: powerteam@jhancock.com

All other notices shall be sent to:

John Hancock Financial Services         and        John Hancock Financial Services

197 Clarendon Street                        197 Clarendon Street

Boston, MA 02116                        Boston, MA 02116

Attention: Investment Law, C-3                    Attention: Bond and Corporate Finance, C-2

Email Address: powerteam@jhancock.com

TAX IDENTIFICATION NUMBER: 13-3646501

REGISTERED NAME OF SECURITIES: John Hancock Life Insurance Company of New York

SERIES OFPRINCIPAL

NAME OF AND ADDRESSBONDS TO BE         AMOUNT OF BONDS

OF PURCHASERPURCHASEDTO BE PURCHASED

NEW YORK LIFE INSURANCE COMPANY2032 SERIES        $7,250,000

[SEE ATTACHED]

NEW YORK LIFE INSURANCE COMPANY

(Tax ID, No. 13-5582869)

(1)All payments by wire or intrabank transfer of immediately available funds to:

JPMorgan Chase Bank

New York, New York 10019

ABA No. 021-000-021

Credit: New York Life Insurance Company

General Account No. 008-9-00687    '

with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds.

All notices of payments, written confirmations of such wire transfers and any audit confirmation:

New York Life Insurance Company

NYL Investors LLC

51 Madison Avenue

2^nd Floor, Room 208

New York, New York 10010-1603

Attention:    Investment Services

Private Group

2^nd Floor

Fax #: 908-840-3385

with a copy sent electronically to:

FlIGLibrary©nylim.com

TraditionalPVtOps@nylim.com

Any changes in the foregoing payment instructions shall be confirmed by e-mail to NYLIMWireConfirmation@nylim.com prior to becoming effective.

(2)All other communications:

New York Life Insurance Company

NYL Investors LLC

51 Madison Avenue

2^nd Floor, Room 208

New York, New York 10010

Attention:    Private Capital Investors

2^nd Floor.

Fax #: 908-840-3385

with a copy sent electronically to:

FIIGLibrary@nylim.com

TraditionalPVtOps©nylim.com

and with a copy of any notices regarding defaults or Events of Default under the operative documents to:

Attention:    Office of General Counsel

Investment Section, Room 1016

Fax #: (212) 576-8340

(3)Note(s) to be registered in the name of: New York Life Insurance Company

NYL Locked 2.26.2015

NAME OF AND ADDRESS OF PURCHASER NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION SERIES OF BONDS TO BE PURCHASED 2032 SERIES 2047 SERIES 2057 SERIES PRINCIPAL AMOUNT OF BONDS TO BE PURCHASED $ 7,500,000 $11,000,000 $ 9,000,000

[SEE ATTACHED]

NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION

(Tax I.D. No. 13-3044743.)

(1) All payments by wire or intrabank transfer of immediately available funds to:

JPMorgan Chase Bank

New York, New York

ABA No. 021-000-021

Credit: New York Life Insurance and Annuity Corporation

General Account No. 323-8-47382

with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds,

All notices of payments, written confirmations of such wire transfers and any audit confirmation:

New York Life Insurance and Annuity Corporation

c/o NYL Investors LLC

51 Madison Avenue

2^nd Floor, Room 208

New York, New York 10010-1603

Attention:    Investment Services

Private Group

2^nd Floor

Fax #: 908-840-3385

with a copy sent electronically to:

FlIGLibrary@nylim.com

TraditionaPVtOps@nylim_ccom

Any changes in the foregoing payment instructions shall be confirmed by e-mail to NYLIMWireConfirmation@nylim.com prior to becoming effective.

(2) All other communications:

New York Life Insurance and Annuity Corporation

c/o NYL Investors LLC

51 Madison Avenue

2^nd Floor, Room 208.

New York, New York 10010-1603

Attention:    Private Capital Investors

2^rd Floor

Fax #: 908-840-3385

with a copy sent electronically to:

FlIGLibrary@nylim.com

TraditionalPVtOps@nylim.com

and with a copy of any notices regarding defaults or Events of Default under the operative documents to:

Attention:    Office of General Counsel

Investment Section„ Room 1016

Fax #: (212) 576-8340

(3) Note(s) to be registered in the name of: New York Life Insurance and Annuity Corporation

NYL Locked 2.26.2015

NAME OF AND ADDRESS OF PURCHASER NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3) SERIES OF BONDS TO BE PURCHASED 2032 SERIES PRINCIPAL AMOUNT OF BONDS TO BE PURCHASED $250,000

[SEE ATTACHED]

NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3)

(Tax I.D. No. 13-30447431

(1) All payments by wire or intrabank transfer of immediately available funds to:

JPMorgan Chase Bank

New York, New York

ABA No. 021-000-021.

Credit: NYLIAC SEPARATE BOLI 3 BROAD FIXED

General Account No. 323-8-39002

with sufficient information (including issuer, PPN number, interest rate, maturity and whether payment is of principal, premium, or interest) to identify the source and application of such funds,

All notices of payments, written confirmations of such wire transfers and any audit confirmation:

New York Life insurance and Annuity Corporation

Institutionally Owned Life Insurance Separate Account

c/o NYL Investors LLC

51 Madison Avenue

2nd Floor, Room 208

New York, New York 10010-1603

Attention:    Investment Services

Private Group , 2^nd Floor

Fax #: 908-840-3385

with a copy sent electronically to:

FlIGLibrary@nylim.com

TraditionalPVtOps@nylim.com

Any changes in the foregoing payment instructions shall be confirmed by e-mail to NYLIMWireConfirmation@nylim.com prior to becoming effective.

(2) All other communications:

New York Life insurance and Annuity Corporation

Institutionally Owned Life Insurance Separate Account

c/o NYL Investors LLC

51 Madison Avenue

2^nd Floor, Room 208

New York, New York 10010-1603

Attention:    Private Capital Investors

2^nd Floor

Fax #: 908-840-3385

with a copy sent electronically to:

FlIGLibrary©nylim.com

TraditionalPVtOps@nylim.com

and with a copy of any notices regarding defaults or Events of Default under the operative documents to:

Attention:    Office of General Counsel

Investment Section, Room 1016

Fax #: (212) 576-8340    

(3) Note(s) to be registered in the name of: NeW York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account (BOLI 3)

NYL Locked 2.26.2015

NAME OF AND ADDRESS OF PURCHASER THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY SERIES OF BONDS TO BE PURCHASED 2047 SERIES PRINCIPAL AMOUNT OF BONDS TO BE PURCHASED $28,710,000

I.	All payments on account of Notes held by such Purchaser shall be made by wire transfer of immediately available funds, providing sufficient information to identify the source of the transfer, the amount of the dividend and/or redemption (as applicable) and the identity of the security as to which payment is being made. Please contact our Treasury & Investment Operations Department to securely obtain wire transfer instructions for The Northwestern Mutual Life Insurance Company. E-mail: payments@northwesternmutual.com          Phone: (414) 665-1679
II.	All notices with respect to confirmation of payments on account of the Notes shall be delivered or mailed to: The Northwestern Mutual Life Insurance Company 720 East Wisconsin Avenue Milwaukee, WI 53202 Attention: Investment Operations E-mail: pavments@northwesternmutual.com          Phone: (414) 665-1679
III.	All other communications shall be delivered or mailed to: The Northwestern Mutual Life Insurance Company 720 East Wisconsin Avenue Milwaukee, WI 53202 Attention: Securities Department E-mail: privateinvest@northwesternmutual.com          Facsimile: (414) 625-7643
IV.	Address for delivery of Notes and closing documents: The Northwestern Mutual Life Insurance Company 720 East Wisconsin Avenue Milwaukee, WI 53202 Attention: Anne T. Brower
V.	Tax Identification No.: 39-0509570

NAME OF AND ADDRESS OF PURCHASER THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY FOR ITS GROUP ANNUITY SEPARATE ACCOUNT SERIES OF BONDS TO BE PURCHASED 2047 SERIES PRINCIPAL AMOUNT OF BONDS TO BE PURCHASED $290,000

I.	All payments on account of Notes held by such Purchaser shall be made by wire transfer of immediately available funds, providing sufficient information to identify the source of the transfer, the amount of the dividend and/or redemption (as applicable) and the identity of the security as to which payment is being made. Please contact our Treasury & Investment Operations Department to securely obtain wire transfer instructions for The Northwestern Mutual Life Insurance Company for its Group annuity Separate Account. E-mail: payments@northwesternmutual.com          Phone: (414) 665-1679
II.	All notices with respect to confirmation of payments on account of the Notes shall be delivered or mailed to: The Northwestern Mutual Life Insurance Company for its Group Annuity Separate Account 720 East Wisconsin Avenue Milwaukee, WI 53202 Attention: Investment Operations E-mail: pavments@northwesternmutual.com          Phone: (414) 665-1679
III.	All other communications shall be delivered or mailed to: The Northwestern Mutual Life Insurance Company for its Group Annuity Separate Account 720 East Wisconsin Avenue Milwaukee, WI 53202 Attention: Securities Department E-mail: privateinvest@northwesternmutual.com          Facsimile: (414) 625-7643
IV.	Address for delivery of Notes and closing documents: The Northwestern Mutual Life Insurance Company 720 East Wisconsin Avenue Milwaukee, WI 53202 Attention: Anne T. Brower
V.	Tax Identification No.: 39-0509570

SERIES OF        PRINCIPAL

NAME OF AND ADDRESS            BONDS TO BE     AMOUNT OF BONDS

OF PURCHASER            PURCHASED        TO BE PURCHASED

METROPOLITAN LIFE INSURANCE COMPANY    2047 SERIES        $2,200,000

200 Park Avenue

New York, New York 10166

(Securities to be registered in the name of Metropolitan Life Insurance Company)

(1) All scheduled payments of principal and interest by wire transfer of immediately available funds to:

Bank Name:        JPMorgan Chase Bank

ABA Routing #:    021-000-021

Account No.:        002-2-410591

Account Name:    Metropolitan Life Insurance Company

Ref:            [PPN] - Laclede Gas Company, 4.17% due 9/15/2047, Series B

with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise.

For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.

(2) All notices and communications:

Metropolitan Life Insurance Company

Investments, Private Placements

One MetLife Way

Whippany, New Jersey 07981

Attention: Nancy Doyle, VP Priv Placements-Corporates

Emails:PPUCompliance@metlife.com and ndoyle@metlife.com

With a copy OTHER than with respect to deliveries of financial statements to:

Metropolitan Life Insurance Company, Investments Law

One MetLife Way

Whippany, New Jersey 07981

Attention: Chief Counsel-Investments Law (PRIV)

Email: sec.invest_law@metlife.com

(3) Original notes delivered to:

Metropolitan Life Insurance Company, Investments Law

One MetLife Way

Whippany, New Jersey 07981 Attention: Bryan Cho, Esq.

(4)Taxpayer I.D. Number: 13-5581829

(5)UK Passport Treaty Number (if applicable): 13/M/61303/DTTP

Audit Requests: Soft copy to AuditConfirms.PvtPlacements@metlife.com or hard copy to: Metropolitan Life Insurance Company, Attn: Private Placements Operations (ATTN: Audit Confirmations), 18210 Crane Nest Drive - 5^th Floor, Tampa, FL 33647

  NAME OF AND ADDRESS           OF PURCHASER METLIFE INSURANCE K.K. 4-1-3, Taihei, Sumida-ku Tokyo, 130-0012 JAPAN SERIES OF BONDS TO BE PURCHASE 2047 SERIES PRINCIPAL AMOUNT OF BONDS TO BE PURCHASED $7,800,000

(Securities to be registered in the name of MetLife Insurance K.K.)

(1)All scheduled payments of principal and interest by wire transfer of immediately available funds to:

Bank Name:Citibank New York

111 Wall Street, New York, New York 10005 (USA)

ABA Routing #:021000089

Acct No./DDA:30872002

Acct Name:METLIFE PP USDF

Ref:[PP1V] - Laclede Gas Company, 4.17% due 9/15/2047, Series B

with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.

(2)All notices and communications:

MetLife Asset Management Corp. (Japan) Administration Department

Tokyo Garden Terrace Kioicho Kioi Tower 25F

1-3, Kioicho, Chiyoda-ku, Tokyo 102-8525 Japan Attention: Administration Dept. Manager

Email:saura@metlife.cojp

With a copy to:

MetLife Insurance K.K.

c/o MetLife Investment Advisors, LLC

Investments, Private Placements

One MetLife Way

Whippany, New Jersey 07981

Attention: Nancy Doyle, VP Priv Placements-Corporates

Emails: PPUCompliance@metlife.com and ndoyle@metlife.com

With another copy OTHER than with respect to deliveries of financial statements to:

MetLife Insurance K.K.

do MetLife Investment Advisors, LLC, Investments Law

One MetLife Way

Whippany, New Jersey 07981

Attention: Chief Counsel-Investments Law (PRIV)

Email: sec invest law@metlife.com

(3) Original notes delivered to:

MetLife Insurance K.K.

do MetLife Investment Advisors, LLC, Investments Law

One MetLife Way

Whippany, New Jersey 07981

Attention: Bryan Cho, Esq.

(4) Taxpayer I.D. Number: 98-1037269 (USA) and 00661996 (Japan)

(5) UK Passport Treaty Number (if applicable): 43/M/359828/DTTP

Audit Requests: Soft copy to AuditConfirms.PvtPlacements@metlife.com or hard copy to: Metropolitan Life Insurance Company, Attn: Private Placements Operations (ATTN: Audit Confirmations), 18210 Crane Nest Drive - 5^th Floor, Tampa, FL 33647

NAME OF AND ADDRESS OF PURCHASER METLIFE INSURANCE K.K. 4-1-3, Taihei, Sumida-ku Tokyo, 130-0012 JAPAN SERIES OF BONDS TO BE PURCHASED 2057 SERIES PRINCIPAL AMOUNT OF BONDS TO BE PURCHASED $17,000,000

(Securities to be registered in the name of MetLife Insurance K.K.)

(1) All scheduled payments of principal and interest by wire transfer of immediately available funds to:

Bank Name:        Citibank New York

111 Wall Street, New York, New York 10005 (USA)

ABA Routing #:    021000089

Acct No./DDA:        30872002

Acct Name:        METLIFE PP USDF

Ref:            [PP1V] - Laclede Gas Company, 4.32% due 9/15/2057, Series C

with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above.

(2) All notices and communications:

MetLife Asset Management Corp. (Japan) Administration Department

Tokyo Garden Terrace Kioicho Kioi Tower 25F

1-3, Kioicho, Chiyoda-ku, Tokyo 102-8525 Japan Attention: Administration Dept. Manager

Email:    saura@metlife.cojp

With a copy to:

MetLife Insurance K.K.

c/o MetLife Investment Advisors, LLC

Investments, Private Placements

One MetLife Way

Whippany, New Jersey 07981

Attention: Nancy Doyle, VP Priv Placements-Corporates

Emails: PPUComplianceCt)metlife.com and ndoyle@metlife.com

With another copy OTHER than with respect to deliveries of financial statements to:

MetLife Insurance K.K.

c/o MetLife Investment Advisors, LLC, Investments Law

One MetLife Way

Whippany, New Jersey 07981

Attention: Chief Counsel-Investments Law (PRIV)

Email: sec invest iaw@metlife.com

(3) Original notes delivered to:

MetLife Insurance K.K.

c/o MetLife Investment Advisors, LLC, Investments Law

One MetLife Way

Whippany, New Jersey 07981

Attention: Bryan Cho, Esq.

(4) Taxpayer I.D. Number: 98-1037269 (USA) and 00661996 (Japan)

(5) UK Passport Treaty Number (if applicable): 43/M/359828/DTTP

Audit Requests: Soft copy to AuditConfirms.PvtPlaccments@metlife.com or hard copy to: Metropolitan Life Insurance Company, Attn: Private Placements Operations (ATTN: Audit Confirmations), 18210 Crane Nest Drive - 5^th Floor, Tampa, FL 33647

SERIES OF        PRINCIPAL

NAME OF AND ADDRESS        BONDS TO BE          AMOUNT OF BONDS    OF PURCHASER            PURCHASED        TO BE PURCHASED

GREAT-WEST LIFE & ANNUITY INSURANCE        2032 SERIES        $7,000,000

COMPANY                                        $8,000,000

8515 East Orchard Road, 3T2                            

Greenwood Village, CO 80111

Attn: Investments Division

US TIN: 84-0467907

UK DTTP No.: 13/G/63192/DTTP

PAYMENT INSTRUCTIONS - ALL PAYMENTS SHALL BE MADE BY WIRE TRANSFER AS FOLLOWS:

The Bank of New York Mellon

ABA No.: 021-000-018

BNF: GLA111566

Account No.: 6409358400

Account Name: Great-West Life & Annuity Insurance Company

Attn: Income Collection Department

Reference: Security Description and PPN

NOTICES AND COMMUNICATIONS

Great-West Life & Annuity Insurance Company

8515 East Orchard Road, 3T2

Greenwood Village, CO 80111

Attn: Investments Division

Email: bond_compliance@greatwest.com

(Email is preferred method)

PHYSICAL DELIVERY OF SECURITIES - NEW ISSUE

The Depository Trust Company

570 Washington Boulevard, 5^th Floor

Jersey City, NJ 07310

Attn: BNY Mellon/Branch Deposit Department

Reference: Great-West Life & Annuity Insurance Company/Acct No. 640935

SERIES OF    PRINCIPAL

NAME OF AND ADDRESS            BONDS TO BE     AMOUNT OF BONDS

OF PURCHASER            PURCHASED        TO BE PURCHASED

THE CANADA LIFE ASSURANCE COMPANY        2032 SERIES        $7,000,000

8515 East Orchard Road, 3T2 Greenwood Village, CO 80111

Attn: Investments Division

TIN: 38-0397420

NOMINEE NAME - ALL SECURITIES ARE TO BE REGISTERED UNDER THE FOLLOWING NOMINEE NAME:

Hare & Co, LLC TIN: 13-6062916

PAYMENT INSTRUCTIONS - ALL PAYMENTS SHALL BE MADE BY WIRE TRANSFER AS FOLLOWS:

The Bank of New York Mellon

ABA No.: 021-000-018

BNF: GLA111566

Account No.: 1147088400

Account Name: The Canada Life Assurance Company

Attn: Income Collection Dept

Reference: Security Description and PPN

NOTICES AND COMMUNICATIONS

The Canada Life Assurance Company

8515 East Orchard Road, 3T2

Greenwood Village, CO 80111

Attn: Investments Division

Email: bond_compliance@greatwest.com

(Email is preferred method)

PHYSICAL DELIVERY OF SECURITIES - NEW ISSUE

The Depository Trust Company

570 Washington Boulevard, 5^th Floor

Jersey City, NJ 07310

Attn: BNY Mellon/Branch Deposit Department

Reference: The Canada Life Assurance Company/Acct No. 114708

NAME OF AND ADDRESS OF PURCHASER AMERICAN UNITED LIFE INSURANCE COMPANY SERIES OF BONDS TO BE PURCHASED 2047 SERIES PRINCIPAL AMOUNT OF BONDS TO BE PURCHASED $2,000,000

The original note(s) should be sent to:

The Depository Trust Company

Attn: BNY Mellon/Branch Deposit Dept.

Acct # 186683 American United Life Ins. Co.

570 Washington Blvd. - 5^th Floor

Jersey City, NJ 07310

Please send all POST-CLOSING documentation to:

American United Life Insurance Company Attn: Mike Bullock, Securities Department One American Square, Suite 1017

Post Office Box 368

Indianapolis, IN 46206

mike.bullock@oneamerica.com

Payment:    Laclede Gas Company shall make payment of principal and interest on the note(s)

in immediately available funds by wire transfer to the following bank account:

AMERICAN UNITED LIFE INSURANCE COMPANY

Bank of New York

ABA #: 021000018

Credit Account: GLA111566

Account Name: American United Life Insurance Company

Account #: 186683

P & I Breakdown: (Insert)

Re: (Insert CUSIP/PPN and credit name here)

Payments should contain sufficient information to identify the breakdown of principal and interest and should identify the full description of the note(s) and the payment date.

The United States Tax I.D. Number of American United Life Insurance Company is 35-0145825.

NAME OF AND ADDRESS OF PURCHASER THE STATE LIFE INSURANCE COMPANY SERIES OF BONDS TO BE PURCHASED 2032 SERIES PRINCIPAL AMOUNT OF BONDS TO BE PURCHASED $3,000,000

The original note(s) should be sent to:

The Depository Trust Company

Attn: BNY Mellon/Branch Deposit Dept.

Acct # 343761 State Life, c/o AUL

570 Washington Blvd. - 5^th Floor

Jersey City, NJ 07310

Please send all POST-CLOSING documentation to:

American United Life Insurance Company

Attn: Mike Bullock, Securities Department

One American Square, Suite 1017

Post Office Box 368

Indianapolis, IN 46206

mike.bullock@oneamerica.com

Payment:    Laclede Gas Company shall make payment of principal and interest on the note(s)

in immediately available funds by wire transfer to the following bank account:

THE STATE LIFE INSURANCE COMPANY

Bank of New York

ABA #: 021000018

Credit Account: GLA111566

Account Name: The State Life Insurance Company

Account #: 343761

P & I Breakdown: (Insert)

Re: (Insert CUSIP/PPN and credit name here)

Payments should contain sufficient information to identify the breakdown of principal and interest and should identify the full description of the note(s) and the payment date.

The United States Tax I.D. Number of The State Life Insurance Company is 35-0684263.

NAME OF AND ADDRESS         OF PURCHASER THE STATE LIFE INSURANCE COMPANY SERIES OF BONDS TO BE PURCHASED 2047 SERIES PRINCIPAL AMOUNT OF BONDS TO BE PURCHASED $2,000,000

The original note(s) should be sent to:

The Depository Trust Company

Attn: BNY Mellon/Branch Deposit Dept.

Acct # 343761 State Life, c/o AUL

570 Washington Blvd. - 5^th Floor

Jersey City, NJ 07310

Please send all POST-CLOSING documentation to:

American United Life Insurance Company

Attn: Mike Bullock, Securities Department

One American Square, Suite 1017

Post Office Box 368

Indianapolis, IN 46206

mike.bullock@oneamerica.com

Payment:    Laclede Gas Company shall make payment of principal and interest on the note(s)

in immediately available funds by wire transfer to the following bank account:

THE STATE LIFE INSURANCE COMPANY

Bank of New York

ABA #: 021000018

Credit Account: GLA111566

Account Name: The State Life Insurance Company

Account #: 343761

P & I Breakdown: (Insert)

Re: (Insert CUSIP/PPN and credit name here)

Payments should contain sufficient information to identify the breakdown of principal and interest and should identify the full description of the note(s) and the payment date.

The United States Tax I.D. Number of The State Life Insurance Company is 35-0684263.

NAME OF AND ADDRESS OF PURCHASER PIONEER MUTUAL LIFE INSURANCE COMPANY SERIES OF BONDS TO BE PURCHASED 2047 SERIES PRINCIPAL AMOUNT OF BONDS TO BE PURCHASED $1,000,000

The original note(s) should be sent to:

The Depository Trust Company

Attn: BNY Mellon/Branch Deposit Dept. Acct # 186709 Pioneer Mutual, c/o AUL 570 Washington Blvd. - 5^th Floor

Jersey City, NJ 07310

Please send all POST-CLOSING documentation to:

American United Life Insurance Company

Attn: Mike Bullock, Securities Department

One American Square, Suite 1017

Post Office Box 368

Indianapolis, IN 46206

mike.bullock@oneamerica.com

Payment:    Laclede Gas Company shall make payment of principal and interest on the note(s)

in immediately available funds by wire transfer to the following bank account:

PIONEER MUTUAL LIFE INSURANCE COMPANY

Bank of New York

ABA #: 021000018

Credit Account: GLA 111566

Account Name: Pioneer Mutual Life Insurance Company

Account #: 186709

P & I Breakdown: (Insert)

Re: (Insert CUSIP/PPN and credit name here)

Payments should contain sufficient information to identify the breakdown of principal and interest and should identify the full description of the note(s) and the payment date.

The United States Tax I.D. Number of Pioneer Mutual Life Insurance Company is 45-0220640.

NAME OF AND ADDRESS OF PURCHASER UNITED FARM FAMILY LIFE INSURANCE COMPANY SERIES OF BONDS TO BE PURCHASED 2032 SERIES PRINCIPAL AMOUNT OF BONDS TO BE PURCHASED $2,000,000

The original note(s) should be sent to:

The Northern Trust Company

Trade Securities Processing, C-1N

801 South Canal Street

Acct # 26-30867 / UFF Life Insurance Company

Chicago, IL 60607

All notices of payment on or in respect to the note(s) and written confirmation of each such payment, and all POST-CLOSING documentation to be sent to:

Soft copy to:

Roger.mccarty@infarmbureau.com

Or paper copy to:

Indiana Farm Bureau Insurance Investment Accounting Department P.O. Box 1250

Indianapolis, IN 46206-1250

Please send all other notices and communications to:

American United Life Insurance Company

Attn: Mike Bullock, Securities Department

One American Square, Suite 1017

Post Office Box 368

Indianapolis, IN 46206

mike.bullock@oneamerica.com

Payment:    Laclede Gas Company shall make payment of principal and interest on the note(s)

in immediately available funds by wire transfer to the following bank account:

The Northern Trust Company

ABA 071000152

Trust Wire Account #5186061000

A/C: UFF Life Insurance Company

A/C#: 26-30867

Attn: Laura Hirsch or Paul Campbell

Payments should contain sufficient information to identify the breakdown of principal and interest and should identify the full description of the note(s) and the payment date.

The United States Tax I.D. Number of United Farm Family Life Insurance Company is 35-1097117.

SERIES OF        PRINCIPAL

NAME OF AND ADDRESS            BONDS TO BE     AMOUNT OF BONDS

OF PURCHASER            PURCHASED        TO BE PURCHASED

COUNTRY LIFE INSURANCE COMPANY            2032 SERIES        $4,000,000

Name in Which Note is Registered	COUNTRY LIFE INSURANCE COMPANY
Payment on Account of Note Method Account Information	Federal Funds Wire Transfer Northern Trust Chgo/Trust ABA Number 071000152 Wire Account Number 5186041000 SWIFT BIC: CNORUS44 For Further Credit to: 26-02712 Account Name: Country Life Insurance Company Representing P & I on (list security) [BANK]
Accompanying Information	Name of Company: Description of Security: PPN: Due date and application (as among principal, premium and interest) of the payment being made:
Address/Fax for Notices Related to Payments	Country Life Insurance Company Attention: Investment Accounting 1705 N Towanda Avenue Bloomington, IL 61702 Tel: (309) 821-6348 Fax: (309) 821-2800
Address/Fax for All Other Notices	Country Life Insurance Company Attention: Investments 1705 N Towanda Avenue Bloomington, IL 61702 Tel: (309) 821-6260 Fax: (309) 821-6301 PrivatePlacements@countryfinancial.com
Instructions re: Delivery of Notes	The Northern Trust Company Trade Securities Processing - C1N 801 South Canal Street Attn: 26-02712/Country Life Insurance Company Chicago, IL 60607 Include Acct # and Name in cover letter as well.
Tax Identification Number	37-0808781

NAME OF AND ADDRESS OF PURCHASER CMFG LIFE INSURANCE COMPANY Nominee name TURNKEYS & CO SERIES OF BONDS TO BE PURCHASED 2057 SERIES PRINCIPAL AMOUNT OF BONDS TO BE PURCHASED $4,000,000

NOTE DELIVERY INSTRUCTIONS:

All Securities Being Purchased Should Be Registered In (See Nominee Name) and Notes

Delivered To:

DTCC

Newport Office Center

570 Washington Blvd

Jersey City, NJ 07310

5th floor / NY Window / Robert Mendez

FBO: State Street Bank & Trust for ZT1E

WIRING INSTRUCTIONS:

ABA: 011000028

Bank: State Street Bank

Account Name: CMFG Life Insurance Company

DDA #: 1662-544-4

REFERENCE FUND: ZT1E

Nominee Name: TURNKEYS & CO

CMFG Life Insurance Company TAX ID#: 39-0230590

TURNKEYS & CO TAX ID#: 03-0400481

All notices of payments, wires, audit confirmations, compliance and,Financials shall be EMAILED to:

EMAIL: DS-PrivatePlacements@cunamutual.com

All Legal communication shall be EMAILED to:

EMAIL:    DS-PrivatePlacements@cunamutual.com EMAIL:     Megan.Arrogante@cunamutual.com

SERIES OF        PRINCIPAL

NAME OF AND ADDRESS            BONDS TO BE     AMOUNT OF BONDS

OF PURCHASER            PURCHASED        TO BE PURCHASED

WOODMEN OF THE WORLD LIFE INSURANCE         2032 SERIES        $4,000,000

SOCIETY

Name in Which Notes are to be Registered	Woodmen of the World Life Insurance Society
Principal Amount	One Note, principal amount
Payment on Account of Note Method Account Information	Federal Funds Wire Transfer Northern CHGO/Trust ABA # 071000152 Credit Wire Account #5186041000 Account #26-58056 Account Name: Woodmen of the World Life Insurance Society-General Swift# CNORUS44 RE: Wire must identify payment by PPN#, with breakdown of principal/interest amounts.
Accompanying Information	Name of Company Description of Security PPN No. Due Date and Application (as among principal, make whole and interest) of the payment being made
Address For Notices Related to Payments	Woodmen of the World Life Insurance Society  Attn: Kim Parrott 1700 Farnam Street Omaha, Nebraska 68102 kparrott@woodmen.org
Address for All Other Notices	Woodmen of the World Life Insurance Society Attn: Kim Parrott 1700 Farnam Street Omaha, Nebraska 68102 kparrott@woodmen.org

Instructions for Delivery of Notes	Woodmen of the World Life Insurance Society Attn: Kim Parrott 1700 Farnam Street Omaha, Nebraska 68102
Tax Identification Number	47-0339250
Jurisdiction of Tax Residence	United States of America
UK Passport Treaty Number (if applicable):	13/W/359158/DTTP - Expires 11/24/2020

DEFINED TERMS

As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

“Affiliate” means, at any time, and with respect to any Person, any other Person that at such time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person. As used in this definition, “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. Unless the context otherwise clearly requires, any reference to an “Affiliate” is a reference to an Affiliate of the Company.

“Anti-Corruption Laws” means any law or regulation in a U.S. or any non-U.S. jurisdiction regarding bribery or any other corrupt activity, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010.

“Anti-Money Laundering Laws” means any law or regulation in a U.S. or any non-U.S. jurisdiction regarding money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes, including the Currency and Foreign Transactions Reporting Act of 1970 (otherwise known as the Bank Secrecy Act) and the USA PATRIOT Act.

“Applicable Interest Rate” means with respect to the Series A Bonds, Series B Bonds and the Series C Bonds, the applicable per annum interest rate set forth on Schedule C hereto.

“Blocked Person” means (a) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by OFAC, (b) a Person, entity, organization, country or regime that is blocked or a target of sanctions that have been imposed under U.S. Economic Sanctions Laws or (c) a Person that is an agent, department or instrumentality of, or is otherwise beneficially owned by, controlled by or acting on behalf of, directly or indirectly, any Person, entity, organization, country or regime described in clause (a) or (b).

“Bond Documents” means this Agreement, the Bonds and the Indenture as supplemented and amended, including, without limitation, by the Thirty-Third Supplement.

“Business Day” means any day other than a Saturday, a Sunday or a day on which commercial banks in New York, New York, or St. Louis, Missouri are required or authorized to be closed.

“Capital Lease” means, at any time, a lease with respect to which the lessee is required concurrently to recognize the acquisition of an asset and the incurrence of a liability in accordance with GAAP.

“Closing” is defined in Section 3.

SCHEDULE B

(to Bond Purchase Agreement)

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from time to time.

“Company” is defined in the first paragraph of this Agreement.

“Confidential Information” is defined in Section 16.

“Control”, unless the context indicates otherwise, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; and the terms “Controlled” and “Controlling” shall have meanings correlative to the foregoing.

“Controlled Entity” means (i) any of the Subsidiaries of the Company and any of their or the Company’s respective Controlled Affiliates and (ii) if the Company has a parent company, such parent company and its Controlled Affiliates.

“Default” means an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both, become an Event of Default.

“Electronic Delivery” is defined in Section 7.1(a).

“Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including but not limited to those related to Hazardous Materials.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that is treated as a single employer together with the Company under section 414 of the Code.

“Event of Default” shall mean a “completed default” as described in Article XIV of the Indenture.

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

“Form 10-K” is defined in Section 7.1(b).

“Form 10-Q” is defined in Section 7.1(a).

“GAAP” means generally accepted accounting principles as in effect from time to time in the United States of America.

“Governmental Authority” means

(a)the government of

(i)the United States of America or any State or other political subdivision thereof, or

(ii)any other jurisdiction in which the Company or any Subsidiary conducts all or any part of its business, or which asserts jurisdiction over any properties of the Company or any Subsidiary, or

(b) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.

“Governmental Official” means any governmental official or employee, employee of any government-owned or government-controlled entity, or anyone else acting in an official capacity for or on behalf of any of the foregoing, or political party, any official of a political party, candidate for political office, official of any public international organization.

“Guaranty” means, with respect to any Person, any obligation (except the endorsement in the ordinary course of business of negotiable instruments for deposit or collection) of such Person guaranteeing or in effect guaranteeing any indebtedness, dividend or other obligation of any other Person in any manner, whether directly or indirectly, including (without limitation) obligations incurred through an agreement, contingent or otherwise, by such Person:

(a)to purchase such indebtedness or obligation or any property constituting security therefor;

(b)to advance or supply funds (i) for the purchase or payment of such indebtedness or obligation, or (ii) to maintain any working capital or other balance sheet condition or any income statement condition of any other Person or otherwise to advance or make available funds for the purchase or payment of such indebtedness or obligation;

(c)to lease properties or to purchase properties or services primarily for the purpose of assuring the owner of such indebtedness or obligation of the ability of any other Person to make payment of the indebtedness or obligation; or

(d)otherwise to assure the owner of such indebtedness or obligation against loss in respect thereof.

In any computation of the indebtedness or other liabilities of the obligor under any Guaranty, the indebtedness or other obligations that are the subject of such Guaranty shall be assumed to be direct obligations of such obligor.

“Hazardous Material” means any and all pollutants, toxic or hazardous wastes or other substances that might pose a hazard to health and safety, the removal of which may be required or

the generation, manufacture, refining, production, processing, treatment, storage, handling, transportation, transfer, use, disposal, release, discharge, spillage, seepage or filtration of which is or shall be restricted, prohibited or penalized by any applicable law including, but not limited to, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum, petroleum products, lead based paint, radon gas or similar restricted, prohibited or penalized substances.

“holder” means, with respect to any Bond, the Person in whose name such Bond is registered in the register maintained by the Company pursuant to Section 9.1.

“Indebtedness” with respect to any Person means, at any time, without duplication,

(a)its liabilities for borrowed money and its redemption obligations in respect of mandatorily redeemable Preferred Stock;

(b)its liabilities for the deferred purchase price of property acquired by such Person (excluding accounts payable arising in the ordinary course of business but including all liabilities created or arising under any conditional sale or other title retention agreement with respect to any such property);

(c)(i) all liabilities appearing on its balance sheet in accordance with GAAP in respect of Capital Leases and (ii) all liabilities which would appear on its balance sheet in accordance with GAAP in respect of Synthetic Leases assuming such Synthetic Leases were accounted for as Capital Leases;

(d)all liabilities for borrowed money secured by any Lien with respect to any property owned by such Person (whether or not it has assumed or otherwise become liable for such liabilities);

(e)all its liabilities in respect of letters of credit or instruments serving a similar function issued or accepted for its account by banks and other financial institutions (whether or not representing obligations for borrowed money);

(f)the aggregate Swap Termination Value of all Swap Contracts of such Person; and

(g)any Guaranty of such Person with respect to liabilities of a type described in any of clauses (a) through (f) hereof.

“Indenture” is defined in Section 1.

“INHAM Exemption” is defined in Section 6.2(e).

“Institutional Investor” means (a) any Purchaser of a Bond, (b) any holder of a Bond holding (together with one or more of its affiliates) more than 10% of the aggregate principal amount of the Bonds then outstanding, (c) any bank, trust company, savings and loan association or other financial institution, any pension plan, any investment company, any insurance company,

any broker or dealer, or any other similar financial institution or entity, regardless of legal form, and (d) any Related Fund of any holder of any Bond.

“Material” means material in relation to the business, operations, affairs, financial condition, assets or properties of the Company and its Subsidiaries taken as a whole.

“Material Adverse Effect” means a material adverse effect on (a) the business, operations, affairs, financial condition, assets or properties of the Company and its Subsidiaries taken as a whole, (b) the ability of the Company to perform its obligations under the Bond Documents or (c) the validity or enforceability of any Bond Document.

“Memorandum” is defined in Section 5.3.

“MoPSC” means the Missouri Public Service Commission.

“Multiemployer Plan” means any Plan that is a “multiemployer plan” (as such term is defined in section 4001(a)(3) of ERISA).

“NAIC” means the National Association of Insurance Commissioners or any successor

thereto.

“NAIC Annual Statement” is defined in Section 6.2(a).

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“OFAC Sanctions Program” means any economic or trade sanction that OFAC is responsible for administering and enforcing. A list of OFAC Sanctions Programs may be found at http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx.

“Officer’s Certificate” means a certificate of a Senior Financial Officer or of any other officer of the Company whose responsibilities extend to the subject matter of such certificate.

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any successor thereto.

“Person” means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, business entity or Governmental Authority.

“Plan” means an “employee benefit plan” (as defined in section 3(3) of ERISA) subject to Title I of ERISA that is or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years, have been made or required to be made, by the Company or any ERISA Affiliate or with respect to which the Company or any ERISA Affiliate may have any liability.

“Preferred Stock” means any class of capital stock of a Person that is preferred over any other class of capital stock (or similar equity interests) of such Person as to the payment of dividends or the payment of any amount upon liquidation or dissolution of such Person.

“property” or “properties” means, unless otherwise specifically limited, real or personal property of any kind, tangible or intangible, choate or inchoate.

“PTE” is defined in Section 6.2(a).

“Purchaser” is defined in the first paragraph of this Agreement.

“QPAM Exemption” is defined in Section 6.2(d).

“Qualified Institutional Buyer” means any Person who is a “qualified institutional buyer” within the meaning of such term as set forth in Rule 144A(a)(1) under the Securities Act.

“Related Fund” means, with respect to any holder of any Bond, any fund or entity that (i) invests in Securities or bank loans, and (ii) is advised or managed by such holder, the same investment advisor as such holder or by an affiliate of such holder or such investment advisor.

“Required Holders” means, at any time, the holders of more than 50% in principal amount of the Bonds at the time outstanding (exclusive of Bonds then owned by the Company or any of its Affiliates).

“Responsible Officer” means any Senior Financial Officer and any other officer of the Company with responsibility for the administration of the relevant portion of this Agreement.

“SEC” means the Securities and Exchange Commission of the United States, or any successor thereto.

“Securities” or “Security” shall have the meaning specified in Section 2(1) of the Securities Act.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“Senior Financial Officer” means the chief financial officer, principal accounting officer, treasurer or comptroller of the Company.

“Series A Bonds” is defined in Section 1.

“Series B Bonds” is defined in Section 1.

“Series C Bonds” is defined in Section 1.

“Source” is defined in Section 6.2.

“State Sanctions List” means a list that is adopted by any United States state Governmental Authority pertaining to Persons that engage in investment or other commercial activities in Iran or any other country that is a target of economic sanctions imposed under U.S. Economic Sanctions Laws.

“Subsidiary” means, as to any Person, any other Person in which such first Person or one or more of its Subsidiaries or such first Person and one or more of its Subsidiaries owns sufficient equity or voting interests to enable it or them (as a group) ordinarily, in the absence of contingencies, to elect a majority of the directors (or Persons performing similar functions) of such second Person, and any partnership or joint venture if more than a 50% interest in the profits or capital thereof is owned by such first Person or one or more of its Subsidiaries or such first Person and one or more of its Subsidiaries (unless such partnership or joint venture can and does ordinarily take major business actions without the prior approval of such Person or one or more of its Subsidiaries). Unless the context otherwise clearly requires, any reference to a “Subsidiary” is a reference to a Subsidiary of the Company.

“SVO” means the Securities Valuation Office of the NAIC or any successor to such Office.

“Swap Contract” means (a) any and all interest rate swap transactions, basis swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward foreign exchange transactions, cap transactions, floor transactions, currency options, spot contracts or any other similar transactions or any of the foregoing (including, but without limitation, any options to enter into any of the foregoing), and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amounts(s) determined as the mark-to-market values(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts.

“Synthetic Lease” means, at any time, any lease (including leases that may be terminated by the lessee at any time) of any property (a) that is accounted for as an operating lease under GAAP and (b) in respect of which the lessee retains or obtains ownership of the property so leased for United States federal income tax purposes, other than any such lease under which such Person is the lessor.

“Thirty-Third Supplement” is defined in Section 1.

“Trustee” means UMB Bank & Trust, N.A.

“USA PATRIOT Act” means United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“U.S. Economic Sanctions Laws” means those laws, executive orders, enabling legislation or regulations administered and enforced by the United States pursuant to which economic sanctions have been imposed on any Person, entity, organization, country or regime, including the Trading with the Enemy Act, the International Emergency Economic Powers Act, the Iran Sanctions Act, the Sudan Accountability and Divestment Act and any other OFAC Sanctions Program.

“Wholly-Owned Subsidiary” means, at any time, any Subsidiary all of the equity interests (except directors’ qualifying shares) and voting interests of which are owned by any one or more of the Company and the Company’s other Wholly-Owned Subsidiaries at such time.

APPLICABLE INTEREST RATES FOR BONDS

If the Closing for the Bonds occurs on any date:	The Applicable Interest Rate per annum for the Series A Bonds will be:	The Applicable Interest Rate per annum for the Series B Bonds will be:	The Applicable Interest Rate per annum for the Series C Bonds will be:
On or before June 15, 2017	3.58%	4.17%	4.32%
June 16, 2017 through July 15, 2017	3.62%	4.19%	4.34%
July 16, 2017 through August 15, 2017	3.65%	4.21%	4.36%
August 16, 2017 through September 15, 2017	3.68%	4.23%	4.38%

SCHEDULE C

(to Bond Purchase Agreement)

DISCLOSURE MATERIALS

1. Private Placement Memorandum dated February 2017.

2. Private Placement Presentation dated March 1, 2017.

SCHEDULE 5.3

(to Bond Purchase Agreement)

SUBSIDIARIES OF THE COMPANY AND OWNERSHIP OF SUBSIDIARY STOCK

None.

SCHEDULE 5.4

(to Bond Purchase Agreement)

FINANCIAL STATEMENTS

Financial Statements Delivered to Purchasers

Laclede Gas Company Annual Report on form 10-K for the year ended September 30, 2016

Quarterly Report on form 10-Q for the quarter ended December 31, 2016

SCHEDULE 5.5

(to Bond Purchase Agreement)

EXISTING INDEBTEDNESS

Outstanding Indebtedness of Laclede Gas Company as of December 31, 2016

Laclede Gas Company First Mortgage Bonds, as follows:

AMOUNT OUTSTANDING	COUPON	MATURITY	CALL PROVISIONS
$100,000,000	2.00%	8/15/2018	make-whole
$50,000,000	5.50%	05/01/19	make-whole
$55,000,000	3.00%	3/15/2023	make-whole
$250,000,000	3.40%	8/15/2023	at par three months prior to maturity
$45,000,000	3.40%	3/15/2028	make-whole
$25,000,000	7.00%	06/01/29	none
$30,000,000	7.90%	09/15/30	make-whole
$100,000,000	6.00%	05/01/34	make-whole
$55,000,000	6.15%	06/01/36	make-whole
$100,000,000	4.625%	8/15/2043	at par six months prior to maturity

Short-Term Borrowings:

Laclede Gas Company - Commercial Paper Program$312,850,000

SCHEDULE 5.15

(to Bond Purchase Agreement)

FORM OF THIRTY-THIRD SUPPLEMENTAL INDENTURE

[See Attached]

___________________________________________________________________________________

LACLEDE GAS COMPANY

TO

UMB BANK & TRUST, N.A.

Trustee

________________________________

Thirty-Third Supplemental Indenture

Dated as of [____________] [__], 2017

________________________________

First Mortgage Bonds

$50,000,000 First Mortgage Bonds due September 15, 2032 $70,000,000 First Mortgage Bonds due September 15, 2047 $50,000,000 First Mortgage Bonds due September 15, 2057

___________________________________________________________________________________

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 Series A Bond    12

Form of Fully Registered Series B Bond    16

Form of Fully Registered Series C Bond    20

Form of Trustee’s Certificate of Authentication.    24

Compliance with legal requirements    19

Granting Clause    19

Exception Clause    20

Habendum Clause    21

Exceptions, Reservations, etc.    21

Grant in trust    21

Covenant Clause    21

ARTICLE I DEFINITIONS    4

SECTION 1.1 Terms Defined by Reference    4

SECTION 1.2 Business Day    4

SECTION 1.3 Trustee    4

SECTION 1.4 Original Indenture    4

SECTION 1.5 First Supplemental Indenture    4

SECTION 1.6 Second Supplemental Indenture    4

SECTION 1.7 Third Supplemental Indenture    4

SECTION 1.8 Fourth Supplemental Indenture    4

SECTION 1.9 Fifth Supplemental Indenture    4

SECTION 1.10 Sixth Supplemental Indenture    4

SECTION 1.11 Seventh Supplemental Indenture    4

SECTION 1.12 Eighth Supplemental Indenture    5

SECTION 1.13 Ninth Supplemental Indenture    5

SECTION 1.14 Tenth Supplemental Indenture    5

SECTION 1.15 Eleventh Supplemental Indenture    5

SECTION 1.16 Twelfth Supplemental Indenture    5

SECTION 1.17 Thirteenth Supplemental Indenture    5

SECTION 1.18 Fourteenth Supplemental Indenture    5

SECTION 1.19 Fifteenth Supplemental Indenture    5

SECTION 1.20 Sixteenth Supplemental Indenture    5

SECTION 1.21 Seventeenth Supplemental Indenture    5

SECTION 1.22 Eighteenth Supplemental Indenture    5

SECTION 1.23 Nineteenth Supplemental Indenture    5

SECTION 1.24 Twentieth Supplemental Indenture    6

SECTION 1.25 Twenty-First Supplemental Indenture    6

SECTION 1.26 Twenty-Second Supplemental Indenture    6

SECTION 1.27 Twenty-Third Supplemental Indenture    6

SECTION 1.28 Twenty-Fourth Supplemental Indenture    6

SECTION 1.29 Twenty-Fifth Supplemental Indenture    6

SECTION 1.30 Twenty-Sixth Supplemental Indenture    6

SECTION 1.31 Twenty-Seventh Supplemental Indenture    6

SECTION 1.32 Twenty-Eighth Supplemental Indenture    6

SECTION 1.33 Twenty-Ninth Supplemental Indenture    6

SECTION 1.34 Thirtieth Supplemental Indenture    6

SECTION 1.35 Thirty-First Supplemental Indenture    6

SECTION 1.36 Thirty-Second Supplemental Indenture    7

SECTION 1.37 Mortgage    7

SECTION 1.38 Hereof, Hereunder, etc    7

SECTION 1.39 Series A, Series B and Series C    7

ARTICLE II CREATION, DESCRIPTION, REGISTRATION, TRANSFER AND

EXCHANGE OF THE SERIES A BONDS    7

SECTION 2.1 Creation and principal amount of the Series A Bonds    7

SECTION 2.2 Date of Bonds    7

SECTION 2.3 Denominations, etc    7

SECTION 2.4 Exchange of Bonds    7

SECTION 2.5 Registration of Bonds    8

SECTION 2.6 Temporary Bonds    8

SECTION 2.7 Payment of Defaulted Interest    8

SECTION 2.8 Transfers or Exchanges of Bonds Called for Redemption    8

SECTION 2.9 Restrictive Legend    8

ARTICLE III REDEMPTION OF SERIES A BONDS    9

SECTION 3.1 Circumstances in Which Redeemable    9

SECTION 3.2 Additional Circumstances in Which Redeemable    9

SECTION 3.3 Purchase of Bonds    11

SECTION 3.4 Notice of Intention to Redeem    11

SECTION 3.5 No Other Redemptions     11

ARTICLE IV CREATION, DESCRIPTION, REGISTRATION, TRANSFER AND

EXCHANGE OF THE SERIES B BONDS    11

SECTION 4.1 Creation and Principal Amount of the Series B Bonds    11

SECTION 4.2 Date of Bonds    12

SECTION 4.3 Denominations, etc     12

SECTION 4.4 Exchange of Bonds    12

SECTION 4.5 Registration of Bonds    12

SECTION 4.6 Temporary Bonds    12

SECTION 4.7 Payment of Defaulted Interest     12

SECTION 4.8 Transfers or Exchanges of Bonds Called for Redemption    13

SECTION 4.9 Restrictive Legend    13

ARTICLE V REDEMPTION OF SERIES B BONDS    13

SECTION 5.1 Circumstances in Which Redeemable    13

SECTION 5.2 Additional Circumstances in Which Redeemable    13

SECTION 5.3 Purchase of Bonds    15

SECTION 5.4 Notice of Intention to Redeem    15

SECTION 5.5 No Other Redemptions     15

ARTICLE VI CREATION, DESCRIPTION, REGISTRATION, TRANSFER AND

EXCHANGE OF THE SERIES C BONDS    16

SECTION 6.1 Creation and Principal Amount of the Series C Bonds    16

SECTION 6.2 Date of Bonds    16

SECTION 6.3 Denominations, etc     16

SECTION 6.4 Exchange of Bonds    16

SECTION 6.5 Registration of Bonds    16

SECTION 6.6 Temporary Bonds    16

SECTION 6.7 Payment of Defaulted Interest     17

SECTION 6.8 Transfers or Exchanges of Bonds Called for Redemption    17

SECTION 6.9 Restrictive Legend    17

ARTICLE VII REDEMPTION OF SERIES C BONDS    17

SECTION 7.1 Circumstances in Which Redeemable    17

SECTION 7.2 Additional Circumstances in Which Redeemable    18

SECTION 7.3 Purchase of Bonds    19

SECTION 7.4 Notice of Intention to Redeem    20

SECTION 7.5 No Other Redemptions    20

ARTICLE VIII PARTICULAR COVENANTS OF THE COMPANY    20

SECTION 8.1 Restrictions as to Dividends    20

SECTION 8.2 Earnings Requirements for Additional Bonds    21

SECTION 8.3 Postponement of Interest    22

SECTION 8.4 Information as to Company    23

ARTICLE IX COMPANY’S RESERVATION OF RIGHTS    23

SECTION 9.1 Company’s Reservation of Rights    23

ARTICLE X MISCELLANEOUS    23

SECTION 10.1 Provisions Required by Trust Indenture Act of 1939 to Control    23

SECTION 10.2 Acceptance of Trust    24

SECTION 10.3 This Indenture Part of Original Indenture    24

SECTION 10.4 Execution in Any Number of Counterparts    24

SECTION 10.5 Date of Execution24

THIRTY-THIRD SUPPLEMENTAL INDENTURE, dated as of the [___________] day of [____], 2017 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 seven 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

(g)A supplemental indenture, hereafter sometimes called the “Thirty-Second Supplemental Indenture,” dated as of August 13, 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 1308132671740.

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-Third 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 5¹/₂% 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 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; and under the Thirty-Second Supplemental Indenture, First Mortgage Bonds of the 2.000% Series due August 15, 2018, First Mortgage Bonds of the 3.400% Series due August 15, 2023 and First Mortgage Bonds of the 4.625% Series due August 15, 2043; 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, Twenty-Sixth and Thirtieth 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 (a) “First Mortgage Bonds due September 15, 2032” (hereinafter sometimes referred to as the “Series A Bonds”), for an aggregate principal amount of $50,000,000, (b) “First Mortgage Bonds due September 15, 2047” (hereinafter sometimes referred to as the “Series B Bonds”), for an aggregate principal amount of $70,000,000, and (c) “First Mortgage Bonds due September 15, 2057” (hereinafter sometimes referred to as the “Series C Bonds”), for

an aggregate principal amount of $50,000,000, 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 SERIES A BOND)

THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.

LACLEDE GAS COMPANY

FIRST MORTGAGE BOND,

[a.aa]% Series A due September 15, 2032

[PPN Number][Date]

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 15th day of September, 2032 (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 [DATE OF ISSUANCE] or from the fifteenth day of March or September 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 [a.aa]% per annum, in like coin or currency at either of said offices or agencies at the option of the registered owner hereof, on March 15 and September 15 in each year, commencing on March 15, 2018, 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 March 15 or September 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 March 1 or September 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 due September 15, 2032 (hereinafter referred to as the “Series A Bonds”), 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-Third Supplemental Indenture thereto dated as of [________] [____], 2017 (hereinafter referred to as the “Thirty-Third 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. 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 a majority or more in principal amount of the bonds affected by such modification or alteration (including the Series A Bonds, 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 Series A Bonds, if any interest payment on the Series A Bonds 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.

The Series A Bonds 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-Third 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-Third Supplemental Indenture) determined for the redemption date with respect to such principal amount, plus, in each case, accrued interest thereon to the date fixed for redemption without premium. The Company will give each holder of Series A Bonds written notice of each optional redemption under Section 3.2 of the Thirty-Third 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-Third 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 if such redemption is to occur prior to the Series A Par Call Date (as defined in the Thirty-Third Supplemental Indenture), the Company shall deliver to each holder of Series A Bonds a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified redemption date. Except as set forth above, the Series A Bonds are not redeemable prior to September 15, 2032.

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 Series A Bonds, 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.

Each holder of this bond will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 16 of the Bond Purchase Agreement dated as of March 20, 2017, between the Company and the purchasers of Series A Bonds listed in Schedule A thereto (the “Bond Purchase Agreement”) and (ii) made the representations set forth in Section 6.1 of the Bond Purchase Agreement.

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.

DatedLACLEDE GAS COMPANY

By _____________________

ATTEST:

_______________________________

(FORM OF FULLY REGISTERED SERIES B BOND)

THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.

LACLEDE GAS COMPANY

FIRST MORTGAGE BOND,

[b.bb]% Series B due September 15, 2047

[PPN Number][Date]________

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 15th day of September, 2047 (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 [DATE OF ISSUANCE] or from the fifteenth day of March or September 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 [b.bb]% per annum, in like coin or currency at either of said offices or agencies at the option of the registered owner hereof, on March 15 and September 15 in each year, commencing on March 15, 2018, 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 March 15 or September 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 March 1 or September 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 due September 15, 2047 (hereinafter referred to as the “Series B Bonds”), 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-Third Supplemental Indenture thereto dated as of [_________] [______], 2017 (hereinafter referred to as the “Thirty-Third 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. 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 a majority or more in principal amount of the bonds affected by such modification or alteration (including the Series B Bonds, 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 Series B Bonds, if any interest payment on the Series B Bonds 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.

The Series B Bonds 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 5.2 of the Thirty-Third 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-Third Supplemental Indenture) determined for the redemption date with respect to such principal amount, plus, in each case, accrued interest thereon to the date fixed for redemption without premium. The Company will give each holder of Series B Bonds written notice of each optional redemption under Section 5.2 of the Thirty-Third 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-Third 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 if such redemption is to occur prior to the Series B Par Call Date (as defined in the Thirty-Third Supplemental Indenture), the Company shall deliver to each holder of Series B Bonds a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified redemption date. Except as set forth above, the Series B Bonds are not redeemable prior to September 15, 2047.

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 Series B Bonds, 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.

Each holder of this bond will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 16 of the Bond Purchase Agreement dated as of March 20, 2017, between the Company and the purchasers of Series B Bonds listed in Schedule A thereto (the “Bond Purchase Agreement”) and (ii) made the representations set forth in Section 6.1 of the Bond Purchase Agreement.

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.

DatedLACLEDE GAS COMPANY

By _____________________

ATTEST:

_______________________________

(FORM OF FULLY REGISTERED SERIES C BOND)

THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.

LACLEDE GAS COMPANY

FIRST MORTGAGE BOND,

[c.cc]% Series C due September 15, 2057

[PPN Number][Date]________

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 15th day of September, 2057 (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 [DATE OF ISSUANCE] or from the fifteenth day of March or September 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 [c.cc]% per annum, in like coin or currency at either of said offices or agencies at the option of the registered owner hereof, on March 15 and September 15 in each year, commencing on March 15, 2018, 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 March 15 or September 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 March 1 or September 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 due September 15, 2057 (hereinafter referred to as the “Series C Bonds”), 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-Third Supplemental Indenture thereto dated as of [_________] [_____], 2017 (hereinafter referred to as the “Thirty-Third 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. 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 a majority or more in principal amount of the bonds affected by such modification or alteration (including the Series C Bonds, 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 Series C Bonds, if any interest payment on the Series C Bonds 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.

The Series C Bonds 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 7.2 of the Thirty-Third 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-Third Supplemental Indenture) determined for the redemption date with respect to such principal amount, plus, in each case, accrued interest thereon to the date fixed for redemption without premium. The Company will give each holder of Series C Bonds written notice of each optional redemption under Section 7.2 of the Thirty-Third 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-Third 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 if such redemption is to occur prior to the Series C Par Call Date (as defined in the Thirty-Third Supplemental Indenture), the Company shall deliver to each holder of Series C Bonds a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified redemption date. Except as set forth above, the Series C Bonds are not redeemable prior to September 15, 2057.

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 Series C Bonds, 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.

Each holder of this bond will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 16 of the Bond Purchase Agreement dated as of March 20, 2017, between the Company and the purchasers of Series C Bonds listed in Schedule A thereto (the “Bond Purchase Agreement”) and (ii) made the representations set forth in Section 6.1 of the Bond Purchase Agreement.

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.

DatedLACLEDE GAS COMPANY

By _____________________

ATTEST:

_______________________________

(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-Third 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-THIRD 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; and in the Thirty-Second Supplemental Indenture beginning on page 26 and extending to page 28 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-Third 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-Third 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 Series A Bonds, the Series B Bonds, the Series C Bonds, or any of such bonds, as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1 Terms Defined by Reference. For all purposes of this Thirty-Third Supplemental Indenture, except as herein otherwise expressly provided or unless the context otherwise requires, the terms defined in Sections 1.2 to 1.39 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 Thirty-Second Supplemental Indenture. The term “Thirty-Second Supplemental Indenture" shall mean the supplemental indenture dated as of August 13, 2013 hereinbefore referred to.

SECTION 1.37 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, Thirty-First and Thirty-Second 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 1.38 Hereof, Hereunder, etc. The term “hereof,” “hereunder,” “hereto,” “hereby,” “hereinbefore,” and the like, refer to this Thirty-Third Supplemental Indenture.

SECTION 1.39 Series A, Series B and Series C. The terms “Series A,” "Series B" and “Series C” shall mean the series of First Mortgage Bonds created by this Thirty-Third 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 SERIES A BONDS

SECTION 2.1 Creation and principal amount of the Series A Bonds. 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 due September 15, 2032”. The aggregate principal amount of Series A Bonds that may be executed by the Company and authenticated is limited to Fifty Million Dollars ($50,000,000), 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.

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

SECTION 2.3 Denominations, etc. The Series A Bonds shall be issuable only as fully registered bonds without coupons, in the denomination of $250,000, and, at the option of the Company, in any multiple or multiples of $1,000, and such bonds, and the Trustee’s certificate of authentication, shall, respectively, be substantially of the tenor and purport in this Thirty-Third 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 Series A Bonds, 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 Series A Bonds 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 Series A Bonds 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 Series A Bonds, 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 Series A Bond 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 March 1 or September 1, as the case may be, next preceding such interest payment date (whether or not a Business Day).

SECTION 2.8 Transfers or Exchanges of Bonds Called for Redemption. Anything in this Thirty-Third Supplemental Indenture to the contrary notwithstanding, the Company shall not be required to make transfers or exchanges of Series A Bonds for a period of fifteen (15) days next preceding any selection of Series A Bonds 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 Series A Bond to be redeemed in part, the portion thereof not to be so redeemed.

SECTION 2.9 Restrictive Legend. Series A Bonds offered and sold to “accredited investors” (within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act of 1933, as amended) shall be issued substantially in the form of such bonds set forth in the Recitals to this Thirty-Third Supplemental Indenture, containing the first legend set

forth thereon (for purposes of this Section 2.9, the “Restrictive Legend”) and the other legends required thereby and numbered from 1 upward with the prefix “R”, duly executed by the Company and authenticated by the Trustee as herein provided.

The Company shall issue a Series A Bond that does not bear the Restrictive Legend in replacement of a bond of the applicable series bearing the Restrictive Legend at the request of any holder following such request if (i) the holder shall have obtained an opinion of counsel reasonably acceptable to the Company in form and substance reasonably satisfactory to the Company to the effect that such bond may lawfully be disposed of without registration, qualification or legend pursuant to Rule 144 under the Securities Act of 1933, as amended, or (ii) the holder sells such bond pursuant to Rule 144 under the Securities Act of 1933, as amended, or an effective registration statement.

ARTICLE III

REDEMPTION OF SERIES A BONDS

SECTION 3.1 Circumstances in Which Redeemable. Series A Bonds 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. Series A Bonds 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. Any redemption in part under this Section 3.2 shall be made pro rata to the holders of all Series A Bonds at the time outstanding upon the same terms and conditions.

For purposes of this Section 3.2:

“Make-Whole Amount” means, with respect to any Series A Bond, 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 on and after the Series A Par Call Date, the Make-Whole Amount on such Series A Bond shall equal zero; provided further 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 Series A Bond.

“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, .50% 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.

“Series A Par Call Date” means, with respect to the Series A Bonds, June 15, 2032.

“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.

SECTION 3.3 Purchase of Bonds. The Company will not and will not permit any affiliate to purchase, redeem or otherwise acquire, directly or indirectly, any of the outstanding Series A Bonds except (a) upon the redemption of such bonds in accordance with the terms of Section 3.2 hereof and such bonds or (b) pursuant to an offer to purchase made by the Company or an affiliate pro rata to the holders of all Series A Bonds at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least 10 Business Days. If the holders of more than 25% of the principal amount of the Series A Bonds then outstanding accept such offer, the Company shall promptly notify the remaining holders of such fact and the expiration date for the acceptance by holders of Series A Bonds of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all bonds acquired by it or any affiliate pursuant to any payment, redemption or purchase of bonds pursuant to this Article III and no bonds may be issued in substitution or exchange for any such bonds.

SECTION 3.4 Notice of Intention to Redeem. Article XII of the Original Indenture is and shall be applicable to any redemption of Series A Bonds. The notice of intention to redeem provided for in Section 12.02 of the Original Indenture need not be published with respect to Series A Bonds 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 3.5 No Other Redemptions. Except as set forth in Section 3.1 and Section 3.2 hereof, the Series A Bonds are not redeemable prior to September 15, 2032.

ARTICLE IV

CREATION, DESCRIPTION, REGISTRATION, TRANSFER AND

EXCHANGE OF THE SERIES B BONDS

SECTION 4.1 Creation and Principal Amount of the Series B Bonds. 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 due September 15, 2047”. The aggregate principal amount of Series B Bonds that may be executed by the Company and authenticated is limited to Seventy Million Dollars ($70,000,000), 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.

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

SECTION 4.3 Denominations, etc. The Series B Bonds shall be issuable only as fully registered bonds without coupons, in the denomination of $250,000, and, at the option of the Company, in any multiple or multiples of $1,000, and such bonds, and the Trustee’s certificate of authentication, shall, respectively, be substantially of the tenor and purport in this Thirty-Third 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 Series B Bonds, 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 Series B Bonds 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 Series B Bonds 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 Series B Bonds, 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 Series B Bond 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 March 1 or September 1, as the case may be, next preceding such interest payment date (whether or not a Business Day).

SECTION 4.8 Transfers or Exchanges of Bonds Called for Redemption. Anything in this Thirty-Third Supplemental Indenture to the contrary notwithstanding, the Company shall not be required to make transfers or exchanges of Series B Bonds for a period of fifteen (15) days next preceding any selection of Series B Bonds 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 Series B Bond to be redeemed in part, the portion thereof not to be so redeemed.

SECTION 4.9 Restrictive Legend. Series B Bonds offered and sold to “accredited investors” (within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act of 1933, as amended) shall be issued substantially in the form of such bonds set forth in the Recitals to this Thirty-Third Supplemental Indenture, containing the first legend set forth thereon (for purposes of this Section 4.9, the “Restrictive Legend”) and the other legends required thereby and numbered from 1 upward with the prefix “R”, duly executed by the Company and authenticated by the Trustee as herein provided.

The Company shall issue a Series B Bond that does not bear the Restrictive Legend in replacement of a bond of the applicable series bearing the Restrictive Legend at the request of any holder following such request if (i) the holder shall have obtained an opinion of counsel reasonably acceptable to the Company in form and substance reasonably satisfactory to the Company to the effect that such bond may lawfully be disposed of without registration, qualification or legend pursuant to Rule 144 under the Securities Act of 1933, as amended, or (ii) the holder sells such bond pursuant to Rule 144 under the Securities Act of 1933, as amended, or an effective registration statement.

ARTICLE V

REDEMPTION OF SERIES B BONDS

SECTION 5.1 Circumstances in Which Redeemable. Series B Bonds 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. Series B Bonds 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. Any redemption in part under this Section 5.2 shall be made pro rata to the holders of all Series B Bonds at the time outstanding upon the same terms and conditions.

For purposes of this Section 5.2:

“Make-Whole Amount” means, with respect to any Series B Bond, 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 on and after the Series B Par Call Date, the Make-Whole Amount on such Series B Bond shall equal zero; provided further 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 Series B Bond.

“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, .50% 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.

“Series B Par Call Date” means, with respect to the Series B Bonds, March 15,

2047.

“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 Purchase of Bonds. The Company will not and will not permit any affiliate to purchase, redeem or otherwise acquire, directly or indirectly, any of the outstanding Series B Bonds except (a) upon the redemption of such bonds in accordance with the terms of Section 5.2 hereof and such bonds or (b) pursuant to an offer to purchase made by the Company or an affiliate pro rata to the holders of all Series B Bonds at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least 10 Business Days. If the holders of more than 25% of the principal amount of the Series B Bonds then outstanding accept such offer, the Company shall promptly notify the remaining holders of such fact and the expiration date for the acceptance by holders of Series B Bonds of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all bonds acquired by it or any affiliate pursuant to any payment, redemption or purchase of bonds pursuant to this Article V and no bonds may be issued in substitution or exchange for any such bonds.

SECTION 5.4 Notice of Intention to Redeem. Article XII of the Original Indenture is and shall be applicable to any redemption of Series B Bonds. The notice of intention to redeem provided for in Section 12.02 of the Original Indenture need not be published with respect to Series B Bonds 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 5.5 No Other Redemptions. Except as set forth in Section 5.1 and Section 5.2 hereof, the Series B Bonds are not redeemable prior to September 15, 2047.

ARTICLE VI

CREATION, DESCRIPTION, REGISTRATION, TRANSFER AND

EXCHANGE OF THE SERIES C BONDS

SECTION 6.1 Creation and Principal Amount of the Series C Bonds. 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 due September 15, 2057”. The aggregate principal amount of Series C Bonds that may be executed by the Company and authenticated is limited to Fifty Million Dollars ($50,000,000), 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.

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

SECTION 6.3 Denominations, etc. The Series C Bonds shall be issuable only as fully registered bonds without coupons, in the denomination of $250,000, and, at the option of the Company, in any multiple or multiples of $1,000, and such bonds, and the Trustee’s certificate of authentication, shall, respectively, be substantially of the tenor and purport in this Thirty-Third 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 Series C Bonds, 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 Series C Bonds 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 Series C Bonds 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 Series C Bonds, 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 Series C Bond 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 March 1 or September 1, as the case may be, next preceding such interest payment date (whether or not a Business Day).

SECTION 6.8 Transfers or Exchanges of Bonds Called for Redemption. Anything in this Thirty-Third Supplemental Indenture to the contrary notwithstanding, the Company shall not be required to make transfers or exchanges of Series C Bonds for a period of fifteen (15) days next preceding any selection of Series C Bonds 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 Series C Bond to be redeemed in part, the portion thereof not to be so redeemed.

SECTION 6.9 Restrictive Legend. Series C Bonds offered and sold to “accredited investors” (within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act of 1933, as amended) shall be issued substantially in the form of such bonds set forth in the Recitals to this Thirty-Third Supplemental Indenture, containing the first legend set forth thereon (for purposes of this Section 6.9, the “Restrictive Legend”) and the other legends required thereby and numbered from 1 upward with the prefix “R”, duly executed by the Company and authenticated by the Trustee as herein provided.

The Company shall issue a Series C Bond that does not bear the Restrictive Legend in replacement of a bond of the applicable series bearing the Restrictive Legend at the request of any holder following such request if (i) the holder shall have obtained an opinion of counsel reasonably acceptable to the Company in form and substance reasonably satisfactory to the Company to the effect that such bond may lawfully be disposed of without registration, qualification or legend pursuant to Rule 144 under the Securities Act of 1933, as amended, or (ii) the holder sells such bond pursuant to Rule 144 under the Securities Act of 1933, as amended, or an effective registration statement.

ARTICLE VII

REDEMPTION OF SERIES C BONDS

SECTION 7.1 Circumstances in Which Redeemable. Series C Bonds 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. Series C Bonds 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. Any redemption in part under this Section 7.2 shall be made pro rata to the holders of all Series C Bonds at the time outstanding upon the same terms and conditions.

For purposes of this Section 7.2:

“Make-Whole Amount” means, with respect to any Series C Bond, 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 on and after the Series C Par Call Date, the Make-Whole Amount on such Series C Bond shall equal zero; provided further 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 Series C Bond.

“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, .50% 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.

“Series C Par Call Date” means, with respect to the Series C Bonds, March 15,

2057.

“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 Purchase of Bonds. The Company will not and will not permit any affiliate to purchase, redeem or otherwise acquire, directly or indirectly, any of the outstanding Series C Bonds except (a) upon the redemption of such bonds in accordance with the terms of Section 7.2 hereof and such bonds or (b) pursuant to an offer to purchase made by the Company or an affiliate pro rata to the holders of all Series C Bonds at the time outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least 10 Business Days. If the holders of more than 25% of the principal amount of the Series C Bonds then outstanding accept such offer, the Company shall promptly notify the remaining holders of such fact and the expiration date for the acceptance by holders of Series C Bonds of such offer shall be extended by the number of days necessary to give each such remaining holder at least 10 Business Days from its receipt of such notice to accept such offer. The Company will

promptly cancel all bonds acquired by it or any affiliate pursuant to any payment, redemption or purchase of bonds pursuant to this Article VII and no bonds may be issued in substitution or exchange for any such bonds.

SECTION 7.4 Notice of Intention to Redeem. Article XII of the Original Indenture is and shall be applicable to any redemption of Series C Bonds. The notice of intention to redeem provided for in Section 12.02 of the Original Indenture need not be published with respect to Series C Bonds 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 7.5 No Other Redemptions. Except as set forth in Section 7.1 and Section 7.2 hereof, the Series C Bonds are not redeemable prior to September 15, 2057.

ARTICLE VIII

PARTICULAR COVENANTS OF THE COMPANY

SECTION 8.1 Restrictions as to Dividends. So long as any of the Series A Bonds, Series B Bonds or Series C Bonds 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 Series A Bonds, Series B Bonds or Series C Bonds 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 Series A Bonds are outstanding, in order that any interest payment on the Series A Bonds 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 Series A Bonds 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 Series B Bonds are outstanding, in order that any interest payment on the Series B Bonds 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 Series B Bonds 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 Series C Bonds are outstanding, in order that any interest payment on the Series C Bonds 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 Series C Bonds 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.

SECTION 8.4 Information as to Company. So long as any bonds of the Series A Bonds, Series B Bonds or Series C Bonds are outstanding, the Company shall comply with the information delivery requirements of Section 7.1 of the Bond Purchase Agreement (as defined in the forms of such bonds set forth in the Recitals to this Thirty-Third Supplemental 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 Series A Bonds, Series B Bonds or Series C Bonds, or of any other subsequent series, to amend the Mortgage, as heretofore amended and supplemented, as follows:

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.

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-Third Supplemental Indenture set forth.

SECTION 10.3 This Indenture Part of Original Indenture. This Thirty-Third Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Original Indenture and shall form a part thereof.

SECTION 10.4 Execution in Any Number of Counterparts. This Thirty-Third 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-Third Supplemental Indenture

is dated, for convenience and for purposes of reference, as of [________] [_____ ], 2017, 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 ___________________________

ATTEST:

_____________________________

(SEAL)

UMB BANK & TRUST, N.A. Trustee

By ___________________________

ATTEST:

_____________________________

(SEAL)

[Signature page to Thirty-Third Supplemental Indenture]

State of Missouri    )

) ss.

City of St. Louis    )

On this ___ day of ______________, 2017 before me appeared ___________, to me

personally known, who, being by me duly sworn did say that (s)he is the __________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    ____________________ 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 _______________.

____________________

Notary Public

State of Missouri

(SEAL)

[Signature page to Thirty-Third Supplemental Indenture]

State of Missouri )

) ss.

City of St. Louis    )

On this ___ day of ___________, 2017 before me appeared    ___________ to me personally

known, who, being by me duly sworn did say that (s)he is a ___________ 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 _______________ 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 _______________.

____________________

Notary Public

State of Missouri

(SEAL)

[Signature page to Thirty-Third Supplemental Indenture]

FORM OF OPINION OF SPECIAL COUNSEL

TO THE COMPANY

[See Attached]

EXHIBIT 4.4(a)

(to Bond Purchase Agreement)

March [__], 2017

To the Purchasers listed on Schedule 1 hereto

Re:Bond Purchase Agreement, dated as of March 20, 2017, by and among each of the

purchasers listed on Schedule A thereto and Laclede Gas Company

Ladies and Gentlemen:

We have acted as special counsel to Laclede Gas Company, a Missouri corporation (the "Company"), in connection with the issuance and sale by the Company pursuant to the Bond Purchase Agreement, dated as of March 20, 2017 (the "Bond Purchase Agreement"), by and among the Company and each of the purchasers listed on Schedule A thereto (collectively, the "Purchasers") of $50,000,000 aggregate principal amount of the Company's First Mortgage Bonds, [a.aa%] Series due September 15, 2032 (the "Series A Bonds"), $70,000,000 aggregate principal amount of the Company's First Mortgage Bonds, [b.bb%] Series due September 15, 2047 (the "Series B Bonds"), and $50,000,000 aggregate principal amount of the Company's First Mortgage Bonds, [c.cc]% Series due September 15, 2057 (the "Series C Bonds" and together with the Series A Bonds and Series B Bonds, the "Bonds"). The Bonds are being issued under the Mortgage and Deed of Trust, dated as of February 1, 1945 (the "Original Mortgage"), as amended and supplemented by all supplemental indentures thereto, the latest of which is the

Thirty-Third Supplemental Indenture relating to the Bonds dated as of [___________ ], 2017 (the

"Supplemental Indenture", and all amendments and supplements prior thereto being referred to as the "Prior Supplements"), between UMB Bank & Trust, N.A. (successor to Mississippi Valley Trust Company), as trustee (the "Trustee"), and the Company (as so amended and supplemented, the "Mortgage"). This opinion is rendered at the request of the Company pursuant to Section 4.4(a) of the Bond Purchase Agreement. All capitalized terms used in this letter, without definition, have the meanings assigned to them in the Bond Purchase Agreement.

In connection with this letter, we have examined executed originals or copies of executed originals of each of the following documents:

(a) the Bond Purchase Agreement;

(b) the Bonds;

(c) the Original Mortgage;

(d) the Supplemental Indenture, filed-stamped by the Secretary of State of Missouri to evidence the filing thereof pursuant to Section 443.451 of the Missouri Revised Statutes;

(e) the order entered by the Missouri Public Service Commission (the "MoPSC') authorizing the issuance and sale of the Bonds (the "MoPSC Order"); and

(f) the confidential private placement memorandum, dated February 2017, relating to the private placement of the Bonds.

The documents referenced in items (a), (b) and (d) above are sometimes hereinafter collectively referred to as the "Transaction Documents".

In addition, we have examined the following documents (collectively, the "Due Diligence Documents"):

(i) the Certificate of the Secretary of the Company, dated as of the date hereof, and the items attached as exhibits, including the following: (i) the Articles of Incorporation of the Company and all amendments thereto as certified by the Secretary of State of Missouri on March 13, 2017 (the "Articles of Incorporation"), (ii) the Bylaws of the Company and all amendments thereto (the "Bylaws"), and (iii) the resolutions of the Board of Directors of the Company approving the transactions contemplated by the Supplemental Indenture;

(ii) the good standing certificates of the Company dated March 14, 2017 and issued by the State of Missouri and the states or commonwealths listed on Schedule 2 hereto (the "Good Standing Certificates");

(iii) all other related agreements, documents, instruments and certificates executed and/or delivered to the Purchasers by the Company on or prior to the date hereof in connection with or pursuant to the Bond Purchase Agreement or any of the other documents comprising the transaction; and

(iv) such other documents, agreements and instruments as we have deemed necessary or appropriate as a basis for the opinions hereafter expressed.

We have examined (a) originals or certified copies of such corporate records of the Company and other certificates and documents of officials of the Company, public officials and others as we have deemed appropriate for purposes of this letter, and relied upon them to the extent we deem appropriate and (b) such laws, rules and regulations as we deemed necessary or appropriate for purposes of this opinion. As to various questions of fact relevant to this letter, we have relied, without independent investigation, upon the Due Diligence Documents, certificates of public officials, certificates of officers of the Company, and representations and warranties of the Company contained in the Bond Purchase Agreement and the Due Diligence Documents and of the Purchasers contained in the Bond Purchase Agreement, all of which we assume to be true, correct and complete. In addition, we have made no inquiry of the Company or any other person or entity (including Governmental Authorities) regarding, and no review of, any judgments, orders (other than the MoPSC Order), decrees, franchises, licenses, certificates, permits or other public records or agreements to which the Company is a party other than the Transaction Documents and the Due Diligence Documents, and our knowledge of any such matters is accordingly limited.

We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all copies submitted to us as conformed, certified or reproduced copies. In our examination of documents, we have also assumed (a) the due organization, valid existence and good standing under the laws of its jurisdiction of organization of each party to each Transaction Document (other than the Company), (b) the legal capacity of natural persons, (c) the corporate or other power and due authorization of each person not a natural person to execute, deliver and perform its obligations under each Transaction Document to which it is a party, and to consummate the transactions contemplated by such Transaction Document (other than the Company), (d) the due execution and delivery of each Transaction Document by all parties thereto (other than the Company, but only to the extent such execution and, as applicable, delivery are governed by the Included Laws (as defined below)) and (e) that each Transaction Document constitutes the valid and binding obligation of each party thereto (other than the Company), enforceable against such party in accordance with its terms.

We have also made the following assumptions with respect to the Supplemental Indenture:

(a)The Company has good and valid title, of record, to all of the mortgaged properties, real, personal and mixed (collectively, the "Mortgaged Property") described in the Supplemental Indenture as to which the Company has granted a lien in and to Trustee.

(b)The Original Mortgage and Prior Supplements are in full force and effect and are valid, binding and enforceable against the Company.

(b)All recordation and filing fees have been paid to permit the recordation and filing of the

Supplemental Indenture.

Based upon the foregoing and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that:

1.Assuming, without independent investigation, (a) the accuracy of the representations and warranties of, and the performance by such Persons of the covenants of, the Company and the Purchasers contained in the Bond Purchase Agreement and the Supplemental Indenture, and (b) that neither the Company nor any other Person will, after the offer, issue, sale and delivery of the Bonds, take or omit to take any action which could cause such offer, issue, sale or delivery not to constitute an exempted transaction under the Securities Act, it is not necessary in connection with such offer, issue, sale or delivery to register the Bonds under the Securities Act.

2.The Company (a) is a corporation, validly existing and in good standing under the laws of the State of Missouri and (b) is duly qualified as a foreign corporation and is in good standing in the states listed on Schedule 2 attached hereto.

3.The Company has the requisite corporate power and authority to execute, deliver and perform its obligations under the Transaction Documents and has duly taken or caused to be taken all necessary corporate actions to authorize the execution, delivery and performance of the Transaction Documents.

4.Each of the Transaction Documents has been duly authorized, executed and delivered by the Company and constitutes the valid and binding agreement of the Company enforceable against the Company in accordance with its terms.

5.The consummation of the transactions contemplated by the Bond Purchase Agreement and the fulfillment of the terms thereof will not result in a breach of any of the terms or provisions of, or constitute a default under (a) the agreements listed on Schedule 3; (b) the governing documents of the Company including the Articles of Incorporation, the By-laws and resolutions related to this financing or (c) to our knowledge, any order of any governmental body having jurisdiction over the Company or any of its properties under the laws of the State of Missouri and the federal laws of the United States of America.

6.The Supplemental Indenture has been filed in the office of the Secretary of State of the State of Missouri pursuant to Section 443.451 of the Missouri Revised Statutes, and such filing constitutes notice to all persons of the contents thereof and to all subsequent purchasers and encumbrancers, and no other filing or recording of the Supplemental Indenture is necessary. Filing of the Supplemental Indenture in the office of the Secretary of State is the only action necessary to publish notice of and to establish of record the rights of the Trustee under the Supplemental Indenture.

7.The Bonds have been duly authorized by the Company and, assuming due authentication thereof by the Trustee and upon payment therefor and delivery thereof in accordance with the Bond Purchase Agreement will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefit and security of the Mortgage equally and ratably (except as set forth in the Bonds) with the bonds of other series now outstanding under the Mortgage.

8.The Bond Purchase Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

9.No order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any governmental, regulatory, administrative or public body, instrumentality, authority, agency or official, or any subdivision thereof, or any other Person is required under the Included Laws to authorize, or is required under the Included Laws in connection with the execution, delivery or performance of, or the legality, validity, binding effect or enforceability of, any of the Transaction Documents other than (i) the filing of the Supplemental Indenture as provided in paragraph 6 above, and any other filings required under the Supplemental Indenture and (ii) the MoPSC Order, which order has been obtained and is in full force and effect, has not been revoked or amended, and is not the subject of a pending appeal, other than an appeal by the Company filed on March 31, 2016 with Missouri’s Western District Court of Appeals, as more fully described under “Item 1. Legal Proceedings” in Part II of the Company’s most recent Form 10-Q, and (iii) any filings to be made upon the issuance and sale of the Bonds pursuant to the MoPSC Order.

10.The Company is not, and after giving effect to the offering and sale of the Bonds, and the application of the proceeds thereof as described in the Bond Purchase Agreement will

not be, an "investment company" within the meaning of the Investment Company Act of 1940, as amended.

11.Assuming the Company's compliance with Section 5.14 of the Bond Purchase Agreement, the execution, delivery and performance of the Bond Purchase Agreement by the Company will not violate or result in a violation of Regulation T, U or X of the Board of Governors of the United States Federal Reserve System, 12 CFR, Part 220, Part 221 and Part 224, respectively. For purposes of this letter, we have assumed that none of the Purchasers is a "creditor" as defined in Regulation T.

12.Except as disclosed under "Item 1. Legal Proceedings" in Part II of the Company's most recent Form 10-Q or as otherwise disclosed in the Disclosure Documents, to our knowledge, there is not pending or threatened any action, suit, proceeding, inquiry or investigation, to which the Company is a party, or which the property of the Company is subject, before or brought by any Governmental Authority, which would reasonably be expected to materially and adversely affect the consummation of the transactions contemplated by the Bond Purchase Agreement or the performance by the Company of its obligations thereunder.

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

A. We express no opinion as to the laws of any jurisdiction other than the Included Laws. We have made no special investigation or review of any published constitutions, treaties, laws, rules or regulations or judicial or administrative decisions ("Laws"), other than a review of the laws of the State of Missouri and the Federal laws of the United States of America. For purposes of this letter, the term "Included Laws" means the items described in the preceding sentence that are, in our experience, normally applicable to transactions of the type contemplated in the Bond Purchase Agreement. The term "Included Laws" specifically excludes (a) Laws of any counties, cities, towns, municipalities and special political subdivisions and any agencies thereof, (b) zoning, land use, building and construction Laws, (c) Federal Reserve Board margin regulations, (d) Federal or state antitrust or unfair competition laws; and (e) any antifraud, environmental, labor, tax, pension, employee benefit, antiterrorism, money laundering, insurance, antitrust, intellectual property and state "blue sky" Laws.

B. When used in this letter, the phrase "to our knowledge" and similar phrases (i) mean the conscious awareness of facts or other information by (a) the lawyer in our firm who signed this letter, (b) any lawyer in our firm actively involved in negotiating and preparing the Transaction Documents, (c) solely as to information relevant to a particular opinion, issue or confirmation regarding a particular factual matter, any lawyer in our firm who is primarily responsible for providing the response concerning that particular opinion, issue or confirmation and (d) any lawyer in our firm who otherwise devotes substantive attention to matters of the Company on behalf of this firm and could reasonably be expected to have information material to the opinions expressed herein, and (ii) do not require or imply (a) any examination of any other person's or entity's files, (b) that any inquiry be made of the client (other than as to the existence of any order referred to in paragraph 5(c) above or any action, suit, proceeding, inquiry or

investigation referenced in paragraph 12 above), any lawyer (other than the lawyers described above), or any other person or entity, or (c) any review or examination of any agreements, documents, certificates, instruments or other papers other than the Transaction Documents and the Due Diligence Documents.

C. This letter and the matters addressed herein are as of the date hereof or such earlier date as is specified herein, and we undertake no, and disclaim any, obligation to advise you of any change 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 entity, or any other circumstance. This letter is limited to the matters expressly stated herein and no opinions are to be inferred or may be implied beyond the opinions expressly set forth herein.

D. The matters expressed in paragraphs 3 and 4 of 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; (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); (iii) principles of commercial reasonableness and unconscionability and an implied covenant of good faith and fair dealing; (iv) the power of the courts to award damages in lieu of equitable remedies; and (v) securities and other Laws and public policy underlying such Laws with respect to rights to indemnification and contribution.

E. We assume that no fraud, dishonesty, forgery, coercion, duress or breach of fiduciary duty exists or will exist with respect to any of the matters relevant to the opinions expressed herein.

F. We express no opinion as to (i) the compliance of the transactions contemplated by the Bond Purchase Agreement with any regulations or governmental requirements applicable to any party other than the Company; (ii) the financial condition or solvency of the Company; (iii) the ability (financial or otherwise) of the Company or any other party to meet their respective obligations under the Bond Purchase Agreement; (iv) the compliance of the Bond Purchase Agreement or the transactions contemplated thereby with, or the effect on any of the opinions expressed herein of, the antifraud provisions of Federal and state securities Laws, rules and regulations; (v) the conformity of the Bond Purchase Agreement to any term sheet or commitment letter; or (vi) the enforceability of any provision of the Transaction Documents purporting to (a) allow the exercise of any rights or remedies without notice to the Company or any other party signatory thereto or bound thereby; (b) provide that delay or failure to exercise any right, remedy or option is not to operate as a waiver; (c) prohibit oral amendments to or waivers of provisions of the Transaction Documents or otherwise limit the effect of a course of dealing between the parties thereto; (d) restrict, vary or waive access to legal or equitable remedies or defenses (including, without limitation, rights to notice of and hearing on matters relating to prejudgment remedies, service of process, proper jurisdiction, forum non conveniens, venue and the right to trial by jury), rights of an obligor or duties imposed on any party in violation of any Included Law, or rights to recover damages (including, without limitation, consequential, incidental, special, indirect, exemplary or punitive damages); (e) provide for enforcement of any agreement or instrument if a material portion thereof

is held to be invalid, illegal or unenforceable; (f) provide for specific performance, equitable remedies, injunctive relief or liquidated damages; (g) provide that remedies are cumulative; or (h) prohibit, waive or release any rights to, or evidence any agreement not to, assert setoffs, claims, counterclaims, abatement, defenses, recoupment, rights of contribution or causes of action.

G. When used in this letter, the phrase "transactions contemplated by the Bond Purchase Agreement" and similar phrases means (i) the issuance of the Bonds by the Company and (ii) the performance by the Company of its obligations under the Bond Purchase Agreement.

H. We express no opinion as to the subsequent resale of any Bonds.

I. The statement in paragraph 2 of this letter as to good standing is based solely upon the issuance of certificates of good standing by the Secretary of State of Missouri and the secretary of state or comparable state official of the states or commonwealths of the relevant jurisdictions listed on Schedule 2 attached hereto and is limited in meaning to the wording in such certificates.

J. We have not made any review of easements, reservations, contracts, restrictions, agreements or other matters regarding title or zoning which relate or might relate to the Mortgaged Property. Therefore, this opinion does not extend to any such items.

K. We have not reviewed the descriptions of any of the property or the collateral contained in any of the Transaction Documents and we express no opinion as to the sufficiency, accuracy or correctness of any such descriptions.

L. We express no opinion as to any choice of law or choice of judicial forum provisions contained in any of the Transaction Documents.

M. We have made no examinations of title or Uniform Commercial Code filing searches with respect to any of the real or personal property constituting a part of the Mortgaged Property and, accordingly, we are expressing no opinion as to the title thereto.

N. We are expressing no opinion as to the priority of any lien or security interest created by the Transaction Documents (except as expressed in Opinion 6 above).

O. We are expressing no opinion as to the enforceability of any lien created, or attempted to be created, by the Supplemental Indenture with respect to real property acquired by the Company after the date of the Supplemental Indenture.

P. We express no opinion with respect to the enforceability of any power of sale provided under the Supplemental Indenture.

Q. Particular provisions, rights, waivers and remedies in the Transaction Documents may not be enforceable in accordance with their terms, and the enforceability of any instrument referred to herein is subject to statutes and judicial decisions affecting the enforcement of contracts generally.

R. Default, acceleration, foreclosure and repossession are all subject to judicial supervision and, accordingly, accelerations, repossessions or foreclosures may be limited by a court of competent jurisdiction to material defaults.

S. We express no opinion as to any provision that provides for the severability of any provisions of any of the Transaction Documents.

T. In the event of foreclosure under the Supplemental Indenture, the rights, titles and interests of any purchaser will be subject to statutory and equitable redemption rights.

U. This letter is solely for your benefit and the benefit of your respective successors and permitted assigns in accordance with the Bond Purchase Agreement, and no other person or entity shall be entitled to rely upon this letter. Without our prior written consent, this letter may not be quoted in whole or in part or otherwise referred to in any document and may not be furnished or otherwise disclosed to or used by any other person or entity, except for (i) delivery of copies hereof to counsel for the addressees hereof; (ii) inclusion of copies hereof in a closing file; (iii) delivery of copies hereof to regulatory agencies or similar bodies having jurisdiction over you (including, but not limited to, the National Association of Insurance Commissioners) and (iv) delivery of copies hereof to any potential transferees of the Bonds. For the avoidance of doubt, we do not assume any duty or liability to any person or entity to whom any such copy hereof is provided.

Very truly yours,

STINSON LEONARD STREET LLP

DRAFT

Schedule 1

The Purchasers listed on Schedule A to the Bond Purchase Agreement.

Schedule 2

(Good Standing Certificates)

(a) a certificate of good standing (or comparable certificate), dated [_________], 2017, issued by the Secretary of State (or comparable official) of the State of Missouri;

(b) [foreign good standing certificates]

Schedule 3

[To be updated to include the agreements evidencing Indebtedness listed on Schedule 5.15 to the Bond Purchase Agreement.]

FORM OF OPINION OF SPECIAL COUNSEL

TO THE PURCHASERS

[TO BE PROVIDED ON A CASE BY CASE BASIS]

EXHIBIT 4.4(b)

(to Bond Purchase Agreement)

EX-10.1

Exhibit 10.1

CONFIDENTIAL TREATMENT REQUESTED

CONFIDENTIAL

PRECEDENT AGREEMENT

This PRECEDENT AGREEMENT (“PrecedentAgreement”) is made as of January 25, 2017 (the “Effective Date”) between Spire STL Pipeline LLC (“Pipeline”), a Missouri limited liability company, and Laclede Gas Company (“Customer”), a Missouri corporation. Pipeline and Customer are sometimes referred to herein individually as a “Party”, and together as the “Parties”.

WHEREAS, Pipeline proposes to develop, permit, acquire, construct, own, operate, and maintain a new interstate natural gas pipeline (“Project”) comprising (1) approximately 59 miles of greenfield 24-inch diameter pipeline and appurtenant facilities (“New Pipeline”), with an expected capacity of 400,000 dekatherms of natural gas per day, extending from an interconnection with the Rockies Express Pipeline, LLC (“REX”) in Scott County, Illinois through Greene and Jersey Counties, Illinois and St. Charles and St. Louis Counties in Missouri to its terminus at the interconnection with Line 880 (defined below) and (2) an approximately seven-mile length of 20-inch diameter pipeline to be acquired by Pipeline from Customer which terminates at the interconnection with Enable Mississippi River Transmission, LLC (“MRT”) in St. Louis County, Missouri (“Line 880”);

WHEREAS, the Project will have the ability to receive natural gas at its interconnections with REX and MRT, and will have the ability to deliver natural gas to various points along its system including interconnections with Customer and MRT;

WHEREAS, Customer desires, subject to the satisfaction or waiver of the conditions specified herein, to contract with Pipeline for firm transportation service on the Project Facilities (defined in Section 1 below) as a “Foundation Shipper” on the terms set forth in this Precedent Agreement; and

WHEREAS, subject to the terms and conditions of this Precedent Agreement, Pipeline is willing to develop the Project and to provide the firm transportation service Customer desires.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and intending to be legally bound hereby, Pipeline and Customer agree to the following:

1.Defined Terms.

Capitalized terms used and not otherwise defined in this Agreement have the meanings ascribed to them in this Section 1:

“Applicable Laws” means all applicable laws, including federal, state, local, county, municipal, foreign, or international laws, treaties, rules, regulations, ordinances, codes, statutes, orders, judgments, writs, decrees, injunctions, interpretations, licenses, permits, decisions, orders or directives of any court, arbitrator, or governmental authority, in each case, having jurisdiction over the person or subject matter in question.

_____________________

¹ The appearance of [***] denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

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CONFIDENTIAL TREATMENT REQUESTED

“Business Day” means any day other than a Saturday, Sunday, or day on which the banks in St. Louis, Missouri are closed.

“Creditworthiness Requirements” has the meaning set forth in Section 10.

“Dekatherm” or “Dth” means a thermal unit of natural gas equal to 1,000,000 British thermal units.

“FERC” means the Federal Regulatory Energy Commission.

“FERC Authorizations” means the FERC Certificate and all other authorizations and approvals from FERC or FERC Staff that are necessary for Pipeline to provide firm transportation service to Customer on the terms and conditions set forth in this Precedent Agreement, that are issued in form and substance acceptable to Pipeline in its reasonable discretion, and that, except to the extent waived by Pipeline in its sole discretion, are final and no longer subject to agency rehearing or reconsideration or court review.

“FERC Certificate” means the certificate of public convenience and necessity under § 7(c) of the Natural Gas Act, 15 U.S.C. § 717f(c), in response to the Certificate Application filed by Pipeline for authority to acquire, construct, own, operate, and maintain the Project Facilities and to provide firm transportation service on the terms and conditions set forth in this Precedent Agreement.

“FERC Certificate Application” means the application to be submitted by Pipeline for the FERC Certificate.

“FERC Staff” means the Staff of the FERC with delegated authority to grant or issue authorizations, waivers, and approvals necessary for the Pipeline to construct, own, operate, and maintain the Project Facilities and to provide the firm transportation service contemplated in this Precedent Agreement.

“FTSA” means the Firm Transportation Service Agreement to be entered into by Pipeline and Customer, the form of which is attached hereto as Exhibit A.

“FTNRA” means the agreement between Pipeline and Customer detailing the negotiated rate that will apply to service under the FTSA to be entered into by Pipeline and Customer, the form of which is attached hereto as Exhibit B.

“Firm Transport Agreement” means the applicable FTSA and FTNRA, together.

“In-Service Date” means the date as specified in Pipeline’s final notice to Customer that Pipeline is ready and able to provide service to Customer in accordance with the Firm Transportation Agreement.

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CONFIDENTIAL TREATMENT REQUESTED

“Investment Grade” means a credit rating of at least BBB- by S&P, or Baa3 by Moody’s, or any equivalent credit rating by any other rating agency to which the Parties may agree; provided, however, that in the event that an entity has a credit rating from more than one such agency, such entity shall be deemed to have an Investment Grade credit rating only if all such credit ratings are Investment Grade credit ratings.

“Letter of Credit” has the meaning set forth in Section 10(c).

“Line 880” means that portion of the natural gas distribution pipeline, known as “Line 880”, owned as of the Effective Date by Customer that runs from an interconnection point with the New Pipeline to an interconnection point with MRT known as Chain of Rocks.

“Line 880 Authorization” has the meaning set forth in Section 3(b).

“Maximum Daily Transportation Quantity” or “MDTQ” means the quantity of firm transportation service that Customer agrees to receive and Pipeline agrees to provide under the FTSA.

“MPSC” means the Missouri Public Service Commission, the state regulatory authority with jurisdiction over the utility operations and facilities of Customer.

“Moody’s” means Moody’s Investors Service, Inc. or its successor.

“MRT” means Enable Mississippi River Transmission, LLC.

“Negotiated Reservation Rate” means the negotiated reservation rate that will apply to Pipeline’s firm transportation service to Customer under the FTSA, as set forth in the FTNRA.

“New Pipeline” means the proposed new interstate natural gas pipeline that will run from a point of interconnection with REX in Scott County, Illinois to a point of interconnection with Line 880 in St. Louis County, Missouri.

“Notice to Proceed” means the notice to proceed issued by FERC to commence construction and development of the Project Facilities.

“Other Governmental Authorizations” means all licenses, permits, authorizations, consents, opinions, and approvals by federal, state, or local governmental authorities other than FERC, excluding the Line 880 Authorization, that are necessary for Pipeline to provide firm transportation service to Customer on the terms and conditions set forth in this Precedent Agreement, that are issued in form and substance acceptable to Pipeline in its reasonable discretion, and that, except to the extent waived by Pipeline in its sole discretion, are final and no longer subject to agency rehearing or reconsideration or court review.

“Project” means the development by Pipeline of the Project Facilities and provision of firm transportation service to Customer as contemplated herein.

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CONFIDENTIAL TREATMENT REQUESTED

“Project Facilities” means the New Pipeline, Line 880, and all associated and appurtenant facilities necessary for Pipeline to provide service to Customer under the Firm Transport Agreement.

“Proposed In-Service Date” has the meaning set forth in Section 2.

“Qualified Institution” means a major U.S. commercial bank, or the U.S. branch offices of a foreign bank, which is not the Customer or Customer’s guarantor (or a subsidiary or affiliate of the Customer or Customer’s guarantor) and which has assets of at least $10 billion dollars and a credit rating of at least “A-” by S&P, or “A3” by Moody's.

“Recourse Rate” has the meaning given such term in FERC’s Policy Statement, Alternatives to Traditional Cost-of-Service Ratemaking for Natural Gas Pipelines, 74 FERC ¶ 61,076 at 61,241 (1996).

“Reimbursable Costs” has the meaning set forth in Section 9(b).

“REX” means the Rockies Express Pipeline, LLC.

“S&P” means Standard & Poor’s Rating Group (a division of McGraw-Hill, Inc.) or its successor.

“Tariff” means the Pipeline’s FERC NGA Gas Tariff, as initially approved by FERC and made effective by Pipeline, and as may be revised by Pipeline from time to time.

“Updated Negotiated Reservation Rate” shall have the meaning set forth in Section 4(b).

2.Term and Survival.

(a)Term. This Agreement commences as of the Effective Date and, unless sooner terminated pursuant to Section 7 [Termination], will continue until the In-Service Date, which is presently anticipated to be November 1, 2018 (the “Proposed In-Service Date”).

(b)Survival. Notwithstanding Section 2(a), Sections 7, 8, 9, 10, 11, 12, and 13 shall survive the expiration or earlier termination of this Precedent Agreement until the fulfillment or satisfaction of their terms. For the avoidance of doubt, the Parties hereby agree that the creditworthiness and credit support requirements set forth in Section 10, and all provisions of this Precedent Agreement necessary to give meaning and effect to those creditworthiness and credit support requirements, shall remain in full force and effect after the expiration or earlier termination of this Precedent Agreement and throughout the term of the Firm Transport Agreement.

4

CONFIDENTIAL TREATMENT REQUESTED

3.Pursuit of Authorizations and Cooperation.

(a)Pipeline Authorizations. The construction, ownership, and operation of the Project Facilities are subject to the jurisdiction and authorization of FERC and will also require receipt of Other Governmental Authorizations. Pipeline will work in good faith using commercially reasonable efforts to seek such contractual and property rights, financing arrangements, and governmental authorizations as may be necessary to acquire, construct, own, operate, and maintain the Project Facilities and to provide firm transportation service to Customer consistent with the terms and conditions of this Precedent Agreement, including filing the FERC Certificate Application and pursuing receipt of the FERC Authorizations and timely filing for and pursuing all Other Governmental Authorizations. Customer agrees to support and cooperate with, and to not oppose, obstruct, or otherwise interfere with in any manner, the efforts of Pipeline to obtain all FERC Authorizations and Other Governmental Authorizations.

(b)Line 880 Authorization. Pipeline and Customer acknowledge and agree that Customer will require the prior approval of the MPSC to transfer its ownership and operation of Line 880 to Pipeline (“Line 880 Authorization”). Customer will work in good faith using commercially reasonable efforts to seek the Line 880 Authorization, and Pipeline agrees to support and cooperate with, and to not oppose, obstruct, or otherwise interfere with in any manner the efforts of Customer to obtain the Line 880 Authorization. In the event Customer is unable to secure the necessary authority to transfer Line 880 to Pipeline by the date Pipeline receives its Notice to Proceed, Pipeline and Customer will work in good faith to discuss any modifications to this Precedent Agreement (including the Firm Transport Agreement) that are necessary to reflect a modified Project, without Line 880, that maintains the Parties’ relative economic positions hereunder.

(c)Pipeline Discretion. Pipeline reserves the right to file and prosecute the FERC Authorizations and Other Governmental Authorizations, including any supplements or amendments thereto and, if necessary, any court review, in such manner as it deems to be in its best interest but that is consistent with the terms and conditions of this Precedent Agreement. In no event shall Pipeline be required to file a request for rehearing, an appeal, or a court review petition if any of the FERC Authorizations or Other Governmental Authorizations are denied or granted but with modifications or conditions not contemplated herein or in the Firm Transport Agreement, and are not acceptable to Pipeline in its reasonable discretion.

4.Firm Transport Agreement; Construction.

(a)Firm Transport Agreement Terms. The terms associated with the firm transportation service to be provided by Pipeline to Customer are set forth in the form of FTSA attached as Exhibit A and the form of FTNRA attached as Exhibit B.

(b)Negotiated Rate Update. The negotiated rate specified in the FTNRA is based upon Pipeline’s reasonable estimate of the costs of construction and operation of the Project Facilities as of the Effective Date. If Pipeline files at FERC a request to increase the initial maximum lawful Recourse Rate for firm transportation service at any time prior to the In-Service Date, and such request is approved in whole or in part by FERC, Customer’s Negotiated Reservation Rate shall be

5

CONFIDENTIAL TREATMENT REQUESTED

increased by an amount equal to the Negotiated Reservation Rate multiplied by the percentage increase that is represented by the difference between the originally filed initial maximum lawful Recourse Rate and the revised initial maximum lawful Recourse Rate approved by FERC (“Updated Negotiated Reservation Rate”); provided, however, that the total increase in Customer’s Negotiated Reservation Rate, via any and all updates from the original Negotiated Reservation Rate to the ultimate Updated Negotiated Reservation Rate, shall not exceed $0.02 per dekatherm per day. Pipeline will tender to Customer an amended and restated Firm Transport Agreement reflecting such Updated Negotiated Reservation Rate and, if the Firm Transport Agreement had been previously executed, Customer will execute and return to Pipeline the amended and restated Firm Transport Agreement within five (5) Business Days.

(c)Initial Maximum Lawful Recourse Rate Ceiling. Notwithstanding anything to the contrary in Section 4(a) or 4(b), in no event will Customer’s Negotiated Reservation Rate or Updated Negotiated Reservation Rate (as applicable) exceed the maximum lawful recourse rate in effect on the In-Service Date.

(d)Execution of Firm Transport Agreement. Except as provided in Section 4(b), no later than 30 days after the date on which Pipeline submits its written acceptance of the FERC Certificate, Pipeline and Customer will execute the Firm Transport Agreement which will comprise: (a) the FTSA substantially in the form set forth in Exhibit A and (b), and the FTNRA substantially in the form set forth in Exhibit B; provided that the Firm Transport Agreement tendered by Pipeline and executed by Customer will be updated to reflect any Updated Negotiated Reservation Rate effectuated pursuant to Section 4(b).

(e)Effect of Firm Transport Agreement Execution Prior to In-Service Date. Once fully executed, the Firm Transport Agreement will be binding and effective, but its terms will be subject to the satisfaction or waiver of any remaining conditions precedent set forth in this Precedent Agreement, as well as the completion of and commencement of service on the Project Facilities.

(f)Construction of Project. Upon satisfaction of all conditions precedent and receipt of its Notice to Proceed from FERC, Pipeline will proceed in good faith and with reasonable diligence to construct the Project Facilities and use commercially reasonable efforts to meet the Proposed In-Service Date. If Pipeline is unable to complete construction of the Project and place the Project Facilities into operation by the Proposed In-Service Date, Pipeline will continue to proceed to complete such construction, place such facilities into operation, and commence transportation service for Customer.

5.Foundation Shipper Status; FERC Approval of Firm Transport Agreement.

(a)Customer has requested and Pipeline has agreed to afford Customer the status of Foundation Shipper in the Project. As such, Customer understands that Pipeline has included in its Open Season posting for the Project a description of the benefits available to prospective shippers that seek Foundation Shipper status.

6

CONFIDENTIAL TREATMENT REQUESTED

(b)Customer acknowledges and agrees that, upon its determination that such filing is necessary or advisable, Pipeline may file (i) Customer’s FTSA for purposes of obtaining FERC acceptance of such agreement as a non-conforming service agreement and (ii) Customer’s FTNRA (or the negotiated rate set forth in the FTNRA) for purposes of obtaining FERC acceptance of such agreement as a negotiated rate agreement (or such negotiated rate). Pipeline shall provide notice to Customer prior to such filing and Customer shall have the right, consistent with the provisions of Section 3(a), to participate in the FERC proceeding and take positions intended to preserve the benefits of its agreement(s). In the event FERC issues an order declining to accept Customer’s FTSA or FTNRA or accepting such agreement(s) subject to modification or condition, the Parties agree to negotiate in good faith to preserve the economic terms of this Precedent Agreement to the greatest degree possible in order to comply with the FERC order.

6.Information Rights.

To the extent permitted by Applicable Laws, Pipeline will include Customer in periodic meetings for the Project, in person or via teleconference, to discuss project status and developments and keep Customer apprised of all significant developments. Pipeline will reasonably promptly notify Customer of any delays or changes to the anticipated In-Service Date.

7.Conditions Precedent.

(a)Conditions Precedent to Pipeline’s Obligations. The obligations of Pipeline under this Agreement and the Firm Transport Agreement are expressly subject to the satisfaction or waiver, in Pipeline’s sole discretion, of the following conditions precedent:

(1)Pipeline’s determination, by the date that is ninety (90) days after the Notice to Proceed, that the Project remains economically viable;

(2)Issuance of the FERC Authorizations and all Other Governmental Authorizations necessary for Pipeline, in its sole discretion, to commence construction by September 30, 2019;

(3)Receipt by Pipeline of all necessary rights-of-way, easements, other real property rights, and permits for the Project Facilities in form and substance acceptable to Pipeline; and

(4)Customer’s continuous satisfaction of the Creditworthiness Requirements set forth in Section 10.

(b)Conditions Precedent to Customer’s Obligations. The obligations of Customer under this Agreement and the Firm Transport Agreement are expressly subject to the satisfaction of the following conditions precedent:

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CONFIDENTIAL TREATMENT REQUESTED

(1)Submission by the Pipeline of its FERC Certificate Application by January 31, 2018; and

(2)Commencement by Pipeline of construction of the Project Facilities by November 30, 2019.

(c)The satisfaction or waiver of a condition precedent set forth in Section 7(a) or Section 7(b) must be communicated by the Party for whose benefit the condition precedent exists in writing to the other Party.

8.Termination; No Liability for Project Delay or Failure.

(a)Termination by Pipeline. If any condition precedent specified in Section 7(a) is not satisfied by the applicable deadline and Pipeline does not waive the condition or extend the time for its satisfaction by written notice to Customer, then Pipeline will have the right to terminate this Precedent Agreement, without liability to Customer (except in the case of Customer’s failure to satisfy the Creditworthiness Requirements, which shall be a default as specified in Section 8(c)), which termination shall be effective upon 30 days’ prior written notice to Customer.

(b)Termination by Customer. If any condition precedent specified in Section 7(b) is not satisfied by the applicable deadline and Customer does not waive the condition or extend the time for its satisfaction by written notice to Pipeline, then Customer will have the right to terminate this Precedent Agreement, without liability to Pipeline except as provided in Section 9, which termination shall be effective upon 30 days’ prior written notice to Pipeline.

(c)Termination for Default. If either Party defaults on any of its material obligations under this Precedent Agreement or, if then executed, the Firm Transport Agreement, the non-defaulting Party shall have the right to terminate this Precedent Agreement immediately if, after its provision of written notice of termination to the defaulting Party, defaulting Party has failed to cure such default to the satisfaction of non-defaulting Party within 30 days of the date of such termination notice. Such termination rights shall be in addition to and in no way act as a limitation on the non-defaulting Party’s exercise of its rights and remedies at law or in equity. In addition to, and not in lieu of any rights or remedies it may have at law or in equity, if Pipeline terminates this Precedent Agreement under this Section 8(c), Customer shall be liable for reimbursement as provided in Section 9.

(d)Effect of Termination. Any termination of this Precedent Agreement will be deemed to terminate the Firm Transport Agreement.

(e)Events Not Default. Pipeline will not be in breach of or liable to Customer under this Precedent Agreement and, subject to Customer’s termination rights under this Section 8, Customer will not be relieved of any of its obligations hereunder, as a result of the delay or failure of Pipeline, despite its exercise of commercially reasonable efforts, to (1) secure the FERC Authorizations or any Other Governmental Authorization, (2) construct the Project Facilities, or (3) commence service to Customer by the Proposed In-Service Date (or at all).

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CONFIDENTIAL TREATMENT REQUESTED

9.Customer Reimbursement

(a)If Customer terminates this Precedent Agreement pursuant to Section 8(b), or if Pipeline terminates this Precedent Agreement pursuant to Section 8(c), then in either case Customer agrees to pay in full its proportionate share (as determined by comparing Customer’s MDTQ to the anticipated initial firm capacity of the Project as of the date of termination of this Precedent Agreement) of all Reimbursable Costs that are duly itemized and presented by Pipeline to Customer; provided that Customer’s Reimbursable Costs responsibility shall not exceed the amount that would be the net present value of Customer’s total Negotiated Reservation Rate responsibility for the Primary Term of the FTSA.

(b)“Reimbursable Costs” shall mean those documented costs and expenses reasonably incurred or accrued by Pipeline in connection with the performance of Pipeline’s obligations under this Precedent Agreement from and after the Effective Date, or for which Pipeline has become contractually obligated to pay from and after the Effective Date, until and including the date of the Precedent Agreement termination that triggers reimbursement. Reimbursable Costs include costs with respect to engineering and design services (including mobilization and demobilization of contractors), surveying, preparation of regulatory, environmental, and other applications or permits (including the FERC Authorizations and Other Governmental Authorizations), legal services, environmental and consulting services, company and contract labor, right of way, easement and real property right acquisition, material and equipment costs and expenses (including costs and expenses incurred for long lead time items) net of salvage value as determined by Pipeline, internal overhead and carrying costs (including Allowance for Funds Used During Construction) accrued as of the date of termination of the Precedent Agreement, and to the extent that reimbursement by Customer to Pipeline of any portion of these costs or expenses is considered taxable income to Pipeline or any member of Pipeline (direct or indirect), reimbursement for such tax effect. Pipeline shall use reasonable efforts to minimize the Reimbursable Costs to be reimbursed by Customer pursuant to this Section 9, includingreasonable efforts to sell or assign the materials and supplies, if any, that will not be used for the Project as a result of the termination of Customer’s Precedent Agreement. The parties acknowledge that Pipeline has already spent a considerable sum on these types of costs prior to the Effective Date. Reimbursable Costs shall not include any such expenditures incurred prior to the Effective Date.

(c)If Customer is obligated to reimburse Pipeline for Reimbursable Costs pursuant to Section 9(a), then Customer will pay Pipeline in full all Reimbursable Costs which are invoiced to Customer not later than thirty (30) days from the date of Customer’s receipt of Pipeline’s invoice. Customer will have the right, upon at least fifteen (15) days prior written notice to Pipeline, to audit the books and records of Pipeline solely relating to any invoiced Reimbursable Costs, provided that any such audit will be conducted during normal business hours and at Customer’s sole cost and expense. Customer will have one (1) year after the date of receipt of Pipeline’s invoice for Reimbursable Costs to audit or dispute all or any such invoiced Reimbursable Costs, after which Pipeline’s invoice shall be presumed correct. Notwithstanding the pendency of any dispute, Customer agrees to pay Pipeline’s invoice in full when due and such payment will be subject to a full or partial refund, as applicable, in the event Customer prevails in challenging the cost.

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CONFIDENTIAL TREATMENT REQUESTED

10.Creditworthiness Requirements.

On or before ten days after the Effective Date or within three (3) days after Pipeline’s written request, Customer must demonstrate that it satisfies one of the creditworthiness requirements set forth below (the “Creditworthiness Requirements”):

(a)Customer is Investment Grade;

(b)Customer furnishes to Pipeline a guaranty from a parent company or an affiliated third party that is Investment Grade, where the guaranty (1) extends for the term of this Precedent Agreement and Firm Transport Agreements, (2) guarantees all payment obligations of Customer under this Precedent Agreement and the Firm Transport Agreement and (3) is in a form reasonably acceptable to Pipeline; or

(c)At Customer’s cost, Customer furnishes to Pipeline a standby irrevocable letter of credit (in a form reasonably acceptable to Pipeline) from a Qualified Institution (the “Letter of Credit”) in an amount up to Customer’s proportionate share (as prorated based on the maximum daily quantities among all customers that have a precedent agreement in effect with Pipeline and/or firm transportation service agreement for service on the Project Facilities that will be in effect on the In-Service Date) of the total costs associated with the Project, less depreciation following the In-Service Date; provided that such required Letter of Credit amount shall not exceed the amount that would be the net present value of Customer’s total outstanding Negotiated Reservation Rate responsibility for the Primary Term (or any subsequent elected rollover or extended term) of the FTSA. Pipeline may require Customer at its cost to substitute a Qualified Institution if the Letter of Credit provided is, at any time, from a financial institution which is no longer a Qualified Institution.

The failure of Customer to timely supply or maintain the Creditworthiness Requirements in no way relieves Customer of its other obligations under this Precedent Agreement nor Pipeline’s right to seek damages or performance under this Precedent Agreement nor Pipeline’s right to obtain reimbursement from Customer pursuant to Section 9 upon Pipeline’s termination of this Precedent Agreement due to Customer’s failure to timely supply or maintain the Creditworthiness Requirements. The Creditworthiness Requirements are in addition to, and not in lieu of, any requirements under Pipeline’s Tariff, will survive the termination of this Precedent Agreement, and will remain in effect for the term of the Firm Transport Agreement.

11.Representations and Warranties.

Each Party represents and warrants to the other Party as of the Effective Date as follows:

10

CONFIDENTIAL TREATMENT REQUESTED

(a)it is duly organized or formed, validly existing and in good standing under the laws of the state of its organization or formation and each other jurisdiction where failure to so qualify would have a material adverse effect on its ability to perform its obligations under this Precedent Agreement;

(b)it has all necessary corporate power and authority to execute, deliver, and perform its obligations under this Precedent Agreement, and the execution, delivery, and performance by it of this Precedent Agreement has been duly authorized by all necessary corporate action on its part;

(c)the execution, delivery and performance by it of this Precedent Agreement does not and will not: (a) result in a breach of or constitute a default under its organizational or governance documents, or any agreement relating to its management; (b) result in a breach of or constitute a default under any trust indenture, deed of trust, mortgage, loan agreement or other evidence of indebtedness, or any other material agreement to which it is a party, or by which its property may be bound; and (c) violate any Applicable Laws; and

(d)upon execution by both Parties, this Precedent Agreement constitutes its legal, valid, and binding obligation enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, or other similar laws affecting creditors’ rights generally and by general principles of equity.

12.Confidentiality.

Neither Party shall disclose the terms or conditions of this Precedent Agreement or Firm Transport Agreement to a third party (other than the Party’s or its members’ affiliates, employees, lenders, counsel, accountants or advisors who have a need to know such information and have agreed to keep such terms confidential) except as expressly provided herein or in order to comply with any Applicable Laws or in connection with any court or regulatory proceeding; provided, however, each Party shall, to the extent practicable, use reasonable efforts to prevent or limit the disclosure; and provided, further, that the Parties acknowledge and agree that Pipeline shall have the right to disclose such terms and conditions of this Precedent Agreement and Firm Transport Agreement as it deems necessary, in its reasonable discretion, to pursue the successful prosecution of the FERC Authorizations or Other Governmental Authorizations. The Parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with, this confidentiality obligation. This Section 12 shall be deemed to supersede and terminate any confidentiality agreement which the Parties may have executed prior to the execution of this Precedent Agreement and which pertains to the subject matter of the Project.

13.No Consequential Damages.

NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY UNDER THIS PRECEDENT AGREEMENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY NATURE, OR FOR ANY LOST PROFITS OR LOST

11

CONFIDENTIAL TREATMENT REQUESTED

REVENUES, HOWEVER ARISING, EVEN IF SUCH PARTY HAS BEEN MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES OR LOST PROFITS OR REVENUES.

14.Notice.

All notices required or permitted under this Precedent Agreement must be written and will be deemed given and received (a) if by personal delivery, on the date of such delivery, (b) if by electronic mail, on the transmission date if sent before 4:00 pm U.S. central time on a business day or, in any other case, on the next business day, (c) if by nationally recognized overnight courier, on the next business day following deposit for next business day delivery, or (d) if by certified mail, return receipt requested with postage prepaid, on the third business day following deposit. Notice must be addressed at the address or electronic mail address shown below for, or such other address as may be designated by notice by such Party:

If to Company: Spire STL Pipeline LLC Attn: Scott, Jaskowiak, Vice President 700 Market Street, 6th Floor St. Louis, MO 63101 Email: scott.jaskowiak@spireenergy.com		with a copy to: Spire STL Pipeline LLC Attn: Castor Armesto, General Counsel 700 Market Street, 6th Floor St. Louis, MO 63101 Email: legalnotices@spireenergy.com
If to Customer: Laclede Gas Company Attn: Scott Woley, Vice President 700 Market Street, 1st Floor St. Louis, MO 63101 Email: scott.woley@spireenergy.com	with a copy to: Laclede Gas Company Attn: David Abernathy, General Counsel 700 Market Street, 6th Floor St. Louis, MO 63101 Email: david.abernathy@spireenergy.com

15.Miscellaneous.

(a)Entire Agreement; Amendment. All recitals set forth in, and all Exhibits attached to, this Precedent Agreement are by this reference incorporated into this Precedent Agreement. This Precedent Agreement sets forth the entire understanding and agreement, and supersedes any and all prior agreements, written or oral, between the Parties with respect to the subject matter hereof. This Precedent Agreement can only be amended by a writing signed by the authorized representative of each Party. The Parties recognize and agree that neither Party will be obligated by its course of conduct to perform any future transactions hereunder.

(b)Interpretation. The singular includes the plural, and vice versa. The term “includes” and its derivative expressions mean “includes, but is not limited to” and the corresponding derivative expressions. Unless set forth expressly otherwise, the term “Section” means a section of this Precedent Agreement. Unless paired with the word “either”, the term “or” is inclusive and not exclusive. The term “days” refers to calendar days, and the term “year” refers to a period of twelve consecutive months. The captions and section headings set forth in this Precedent Agreement are for convenience only. Nothing in this Precedent Agreement can be construed against either Party as the alleged drafter thereof.

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CONFIDENTIAL TREATMENT REQUESTED

(c)Binding Effect; Assignment. This Precedent Agreement binds and inures to the benefit of the Parties and their respective successors and permitted assigns. Any company which succeeds by purchase, merger, or consolidation of title to the properties, substantially as an entirety, of Pipeline or Customer will be entitled to the rights and will be subject to the obligations of its predecessor in title under this Precedent Agreement. Otherwise, neither Party may assign this Precedent Agreement (including, if executed and to the extent permitted by law, the Firm Transport Agreement) without the prior written consent of the other Party. Upon any assignment of this Precedent Agreement or the Firm Transport Agreement by Customer, or a permanent release of all or any portion of Customer’s capacity under the FTSA, Customer’s assignee or permanent replacement Customer, as the case may be, will be required to comply with the Creditworthiness Requirements for the remaining term of, as applicable, this Precedent Agreement or the Firm Transport Agreement.

(d)Waiver; Severability. Waiver by either Party of any breach of the terms and conditions contained in this Precedent Agreement will not be construed as a waiver of any other or continuing breach. The invalidity or unenforceability of any provision of this Precedent Agreement will not affect the validity or enforceability of its other provisions.

(e)Governing Law; Venue. This Precedent Agreement will be governed by laws of the State of Missouri, without regard to its conflicts of law rules. Any dispute or proceeding between the Parties arising out of this Precedent Agreement must be commenced and maintained exclusively in the state or federal courts having jurisdiction over St. Louis County, Missouri, and each Party submits itself unconditionally and irrevocably to the personal jurisdiction of such courts. EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION, CLAIM OR PROCEEDING RELATING TO THE PRECEDENT AGREEMENT.

(f)Counterparts. This Precedent Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Precedent Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. Electronic copies of any signed original agreement will be deemed the same as delivery of an original. Upon request, any Party will confirm electronic copies of any signed original document by signing and delivering a duplicate original document.

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CONFIDENTIAL TREATMENT REQUESTED

IN WITNESS WHEREOF, the Parties hereto have caused this Precedent Agreement to be duly executed by their duly authorized officers as of the Effective Date.

Pipeline: Spire STL Pipeline LLC By: /s/ Michael C. Geiselhart Michael C. Geiselhart President Customer: Laclede Gas Company By: /s/ Scott Woley Scott Woley Vice President

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CONFIDENTIAL TREATMENT REQUESTED

CONFIDENTIAL

EXHIBIT A

to

PRECEDENT AGREEMENT

between

SPIRE STL PIPELINE LLC

and

LACLEDE GAS COMPANY

FORM OF FIRM TRANSPORTATION SERVICE AGREEMENT

CONFIDENTIAL TREATMENT REQUESTED

FIRM TRANSPORTATION SERVICE AGREEMENT

FOR RATE SCHEDULE FTS

Contract No. _____________

This TRANSPORTATION SERVICE AGREEMENT (this “Agreement”) is made and entered into as of the __ day of ____________, 20__, by and between Spire STL Pipeline LLC, a Missouri limited liability company, hereinafter referred to as “Transporter” or “Spire,” and Laclede Gas Company, a Missouri corporation, hereinafter referred to as “Customer,” and, together with Transporter, individually each as a “Party,” or collectively as the “Parties.”

WITNESSETH:

WHEREAS, Customer has requested Transporter to provide firm transportation service through the Transporter’s interstate natural gas pipeline system on Customer’s behalf;

WHEREAS, Transporter has sufficient capacity available on Transporter’s system to provide Firm Transportation Service to Customer pursuant to Transporter’s Rate Schedule FTS (Firm Transportation Service) and on the terms specified herein; and

WHEREAS, Customer meets the eligibility criteria for the receipt of Firm Transportation Service from Transporter as set forth in Transporter’s tariff on file with and approved by the Federal Energy Regulatory Commission (“FERC” or “Commission”) as may be amended from time to time (“FERC NGA Gas Tariff”).

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the receipt and sufficiency of which is hereby acknowledged, the Parties agree that Transporter shall transport for Customer, on a firm basis, and Customer shall furnish, or cause to be furnished, to Transporter natural gas for such transportation during the term hereof, at the rates and on the terms and conditions specified herein:

ARTICLE I

TERM OF AGREEMENT

1.1    Primary Term. This Agreement shall be effective as of the date first above written and shall remain in effect for a Primary Term of twenty (20) years, commencing November 1, 2018, or from such later date when Transporter shall notify Customer that those facilities required to provide Firm Transportation Service to Customer are completed and placed into commercial service.

1.2    Evergreen. At the conclusion of the Primary Term and any extension term agreed to by the Parties, this Agreement shall continue in effect from year to year unless terminated by either Party upon the provision of not less than one (1) year’s prior written notice to the other Party.

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CONFIDENTIAL TREATMENT REQUESTED

1.3     Contractual Right of First Refusal. In accordance with Section 15.3 of the General Terms and Conditions of Transporter’s Tariff, Transporter agrees that Customer shall have a Contractual Right of First Refusal.

ARTICLE II

TRANSPORTATION SERVICE

2.1    Subject to the terms and provisions of this Agreement, Customer may on any Gas Day cause Gas to be tendered to Transporter at the Receipt Point(s) identified on Appendix 1 to this Agreement, up to the maximum quantities identified for each Receipt Point shown on Appendix 1, and up to a total quantity equal to Customer’s Maximum Daily Transportation Quantity (“MDTQ”) plus Transporter’s applicable Fuel Use and Lost Gas (“F&L”) gas retention quantities, and Transporter agrees to tender equivalent quantities of Gas (less applicable retained F&L gas) to or for the account of Customer, on a firm basis, at the Delivery Point(s) and up to the maximum Delivery Point quantities shown on Appendix 1 to this Agreement.

2.2    If requested by Customer, Transporter may provide Transportation Service for daily quantities in excess of the Customer’s MDTQ if Transporter can do so without adverse effect on the operation of Transporter’s system or Transporter’s ability to meet all higher priority service obligations. Any such service will be subject to all applicable rate and non-rate terms specified in Transporter’s FERC NGA Gas Tariff for authorized overrun service.

2.3    If a firm customer of Customer (“Bypassing Customer”) directly connects with Transporter and terminates its customer relationship with Customer, Customer shall have the right to reduce its MDTQ upon written notice to Transporter, which right must be exercised not more than thirty (30) days after Transporter’s direct service to Bypassing Customer has commenced. The amount of the reduction elected by Customer will reflect no more than the amount of capacity Customer had reserved under this Agreement that was no longer needed by Customer to serve on a firm basis those service requirements of the Bypassing Customer that had been terminated. Customer will support its requested MDTQ reduction with sufficient documentation to show its historical firm service relationship with Bypassing Customer (over a period of at least two years), Bypassing Customer’s termination of such service by Customer, and Customer’s lack of need for that proportion of MDTQ caused by such termination. Following Customer’s notice to Transporter, the MDTQ reduction shall be effective on the later of (i) the first day of the second calendar month after Transporter’s service to Bypassing Customer has commenced and (ii) the first day of the calendar month after the termination of the Customer’s service relationship with Bypassing Customer. Nothing contained in this section will preclude Customer from claiming and exercising any additional rights to reduce its MDTQ available to bypassed local distribution companies under FERC law or policy.

3

CONFIDENTIAL TREATMENT REQUESTED

ARTICLE III

POINTS OF RECEIPT/DELIVERY

3.1    On each Day during the term specified in Article I,

a. Customer shall deliver or cause to be delivered Gas nominated and confirmed pursuant to the terms of Transporter’s FERC NGA Gas Tariff, plus Fuel Use and Lost Gas as applicable, at the Receipt Point(s). Transporter agrees to accept on a firm basis the quantity nominated by Customer and confirmed by Transporter at the Receipt Point(s) up to the maximum quantity specified for each Receipt Point in Appendix 1 to this Agreement and on an aggregate basis up to Customer’s MDTQ specified in Appendix 1, plus the applicable Fuel Use and Lost Gas quantities; and

b. Transporter shall transport Customer’s nominated and confirmed quantity of Gas on a firm basis from the Receipt Point(s) to the Delivery Point(s); and

c. Transporter shall tender to or for the account of Customer, on a firm basis at the Delivery Point(s), equivalent quantities of Gas to the quantity nominated by Customer and confirmed by Transporter at the Receipt Point(s).

3.2    The Primary Receipt Point(s) and Primary Delivery Point(s) are identified in Appendix 1 to this Agreement.

ARTICLE IV

RATES AND CHARGES, FUEL & LOSSES

4.1    Except where a Negotiated Rate or Discounted Rate is applicable, each Month, Customer shall pay Transporter for the service hereunder an amount determined in accordance with Transporter’s Rate Schedule FTS and the applicable provisions of the General Terms and Conditions of Transporter’s FERC NGA Gas Tariff, as filed with the Commission, for service to a Maximum Lawful Recourse Rate Customer. A Maximum Lawful Recourse Rate Customer shall be charged the maximum applicable Monthly Reservation Rate, Usage Rate, and all applicable charges and surcharges under Transporter’s FERC NGA Gas Tariff, and shall be subject to the applicable F&L gas charges or reimbursement percentage(s) set forth in Transporter’s FERC NGA Gas Tariff.

4.2    Unless Transporter and Customer agree otherwise in writing, Customer shall pay the maximum applicable Overrun Rates and any applicable penalties set out in Transporter’s FERC NGA Gas Tariff.

4.3    It is further agreed that Transporter may seek authorization from the Commission and/or other appropriate regulatory body for changes to any rates, terms, and conditions set forth herein, in Rate Schedule FTS or in the General Terms and Conditions of Transmission Provider’s FERC NGA Gas Tariff. Nothing herein contained shall be construed to deny Customer any rights it may have under the Natural Gas Act, as amended, including the right to participate fully in such

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CONFIDENTIAL TREATMENT REQUESTED

rate or tariff change proceedings, by intervention or otherwise, to contest Transporter’s filing in whole or in part.

ARTICLE V

NOTICE

Except as may be otherwise provided and agreed to by the Parties in writing, any notice, request, demand, statement or bill provided for in this Agreement or any notice which a Party may desire to give the other shall be in writing and delivered personally, sent by facsimile (with transmission confirmation by sender’s machine), sent by electronic mail (with confirmation by recipient), sent by reliable delivery service (e.g., FedEx, UPS), or mailed by regular mail, effective as of the postmark date, to the post office address of the Party intended to receive the same, as the case may be, as follows:

Transporter:        Spire STL Pipeline LLC

700 Market Street

St. Louis, Missouri 63101

Attention:     Castor Armesto, General Counsel

Facsimile:     (314) 421-1979

E-mail:     Castor.Armesto@spireenergy.com

Customer:        Laclede Gas Company

700 Market Street

St. Louis, Missouri 63101

Attention:     Scott Woley, Vice President

Facsimile:     (314) 658-8466

Email:         scott.woley@spireenergy.com

ARTICLE VI

INCORPORATION BY REFERENCE

The provisions of Rate Schedule FTS, the applicable Rate Schedule FTS Rate Section, and the General Terms and Conditions (“GT&C”) of Transporter’s FERC NGA Gas Tariff are specifically incorporated herein by reference and made a part hereof. Terms defined in Rate Schedule FTS, the Rate Schedule FTS Rate Section, or in the GT&C and used in this Agreement shall be deemed to have the meaning given such terms in Rate Schedule FTS, the Rate Schedule FTS Rate Section, and the GT&C.

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CONFIDENTIAL TREATMENT REQUESTED

ARTICLE VII

MISCELLANEOUS

7.1    This Agreement supersedes and cancels the following contract between the parties hereto effective: None.

7.2    Customer warrants that, to the extent applicable, upstream and downstream transportation arrangements are in place, or will be in place as of the requested effective date of service, and that Customer has advised the upstream and downstream transporters of the receipt and delivery points under this Agreement and any quantity limitations for each point as specified on Appendix 1 attached hereto.

7.3    This Agreement will be governed by laws of the State of Missouri, without regard to its conflicts of law rules.

7.4    Nothing in this Agreement shall be deemed to create any rights or obligations between the Parties hereto after the expiration of the term set forth herein, except that termination of this Agreement shall not relieve either Party of the obligation to correct any quantity imbalances, or relieve Customer of the obligation to pay any amounts due hereunder to Transporter.

* * *

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be signed by their respective Officers or Representatives thereunto duly authorized.

Spire STL Pipeline LLC

By ______________________________________

Its ______________________________________

Laclede Gas Company

By ______________________________________

Its ______________________________________

6

CONFIDENTIAL TREATMENT REQUESTED

APPENDIX 1

to

FIRM TRANSPORTATION SERVICE AGREEMENT

between

SPIRE STL PIPELINE LLC

and

LACLEDE GAS COMPANY

Dated: _______ __, 20__

I.    MAXIMUM DAILY TRANSPORTATION QUANTITY:     350,000 Dth/day

II.    MAXIMUM PRIMARY RECEIPT POINT RIGHTS:         

(1)    REX:                             350,000 Dth/day

Minimum Receipt Pressure: 900 pounds per square inch gauge, unless otherwise agreed by Spire.

(2)    ENABLE MISSISSIPPI RIVER TRANSMISSION

at Chain of Rocks:                      150,000 Dth/day

III.    MAXIMUM PRIMARY DELIVERY POINT RIGHTS:    

LACLEDE AGGREGATE:                     350,000 Dth/day

IV.    SECONDARY POINTS:

Subject to availability and per Transporter’s FERC NGA Gas Tariff, Customer shall have secondary access to all receipt and delivery points on Transporter’s system.

V.    RATES AND CHARGES:

Check as applicable: Discounted Rate ___; Negotiated Rate _X__; Maximum Lawful Recourse Rate ___

For Discounted and Negotiated Rates, see Appendix 2 of this Agreement.

7

CONFIDENTIAL TREATMENT REQUESTED

VI.    FOUNDATION SHIPPER TERMS:

a.    Unilateral 5-Year Term Extension Rights. Customer shall have the right, at the conclusion of the Primary Term, to request and receive up to two successive unilateral five (5) year contract term extensions. To exercise the term extension rights provided in this paragraph, Customer must provide notice to Transporter not less than one (1) year prior to termination of the Primary Term of Customer’s election to take the first unilateral five (5) year contract extension and whether Customer elects to change to the then-effective maximum lawful recourse rate for the extension term. If Customer exercises its right to elect the first five (5) year contract extension, then Customer shall have the right to elect a second five (5) year term extension by providing notice not less than one year prior to the termination of the first five (5) year extension of its election (and, if it had not previously elected the maximum lawful recourse rate, its determination whether to continue the negotiated rate or to change to the then-effective maximum lawful recourse rate for the second extension term).     

b.    Future Projects. Customer will have the right to obtain any foundation or anchor shipper status available in the event of any future expansion project undertaken by Transporter.

8

CONFIDENTIAL TREATMENT REQUESTED

APPENDIX 2

to

FIRM TRANSPORTATION SERVICE AGREEMENT

between

SPIRE STL PIPELINE LLC

and

LACLEDE GAS COMPANY

Dated: _______ __, 20__

(“FTS Agreement”)

STATEMENT OF NEGOTIATED RATES

[Terms as set forth in that certain Firm Transportation Negotiated Rate Agreement between Pipeline and Customer dated ______________]

9

CONFIDENTIAL TREATMENT REQUESTED

CONFIDENTIAL

EXHIBIT B

to

PRECEDENT AGREEMENT

between

SPIRE STL PIPELINE LLC

and

LACLEDE GAS COMPANY

NEGOTIATED RATE LETTER AGREEMENT

CONFIDENTIAL TREATMENT REQUESTED

CONFIDENTIAL

[SPIRE STL PIPELINE LETTERHEAD]

[DATE]

Laclede Gas Company

Attn: MR. Scott Woley

Vice President, Gas Supply

700 Market Street, 1^st Floor

St. Louis, MO 63101

Email: scott.woley@spireenergy.com

Re:    Firm Transportation Service Agreement Under Rate Schedule FTS

Between Spire STL Pipeline LLC and Laclede Gas Company;

Firm Transportation Negotiated Rate Agreement

Ladies and Gentlemen:

Spire STL Pipeline LLC (“Pipeline”) and Laclede Gas Company (“Customer”) are parties to that certain Precedent Agreement (“PA”), dated January 25, 2017, pursuant to which Pipeline has agreed to seek all necessary governmental authorizations to acquire, construct, own, operate, and maintain the Spire STL Pipeline Project, and, subject to certain conditions precedent, Pipeline and Customer have agreed to enter into a Firm Transportation Service Agreement (“FTS Agreement”) for the provision by pipeline of service to Customer, all on the terms and conditions specified therein.

By this letter agreement (“Firm Transportation Negotiated Rate Agreement” or “FTNRA”), Pipeline and Customer are implementing a negotiated rate applicable to service under the FTS Agreement. Pipeline and Customer hereby agree that the provisions on the attached Pro Forma Statement of Negotiated Rates reflects the terms of their agreement, including the effectiveness of the negotiated rate; provided, however, that the Negotiated Reservation Rate specified on the attached Statement will be subject to modification prior to the effectiveness of such negotiated rate in accordance with the terms of Section 4(b) of the PA.

Assuming satisfaction or waiver of the conditions precedent in the PA and no early termination thereof, as well as Pipeline’s anticipated completion of construction and commencement of commercial operation of the Spire STL Pipeline Project, and in accordance with all applicable filing requirements of the Federal Energy Regulatory Commission (“Commission”), Pipeline will file for effectiveness a Statement of Negotiated Rates containing rate-related provisions identical to those provisions on the attached Pro Forma Statement of Negotiated Rates in accordance with Section 18 of the General Terms and Conditions of its FERC NGA Gas Tariff. Customer will have

CONFIDENTIAL TREATMENT REQUESTED

the right to participate in such Commission proceeding as provided in Section 5(b) of the PA. Such Statement of Negotiated Rates will, moreover, supersede and replace Appendix 2 of that certain FTS Agreement entered into by and between Pipeline and Customer in accordance with the terms of the PA.

Notwithstanding the foregoing, Pipeline and Customer hereby acknowledge and agree to honor and effectuate the adjustments, if any, to the Negotiated Reservation Rate as set forth in Section 4(b) of the PA, in accordance with the terms thereof, and to amend and restate the Pro Forma Statement of Negotiated Rates attached to this FTNRA as necessary. Customer agrees that Pipeline will have the right to file with the Commission for effectiveness any such amended and restated Statement of Negotiated Rates, and Customer will have the right to participate in such Commission proceeding as provided in Section 5(b) of the PA.

If the foregoing accurately sets forth your understanding of the matter covered herein, please so indicate by having a duly authorized representative sign in the space provided below and returning an original signed copy to the undersigned.

Sincerely,

Spire STL Pipeline LLC

Michael C. Geiselhart

President

ACCEPTED AND AGREED TO

THIS __ DAY OF [____],_____

LACLEDE GAS COMPANY

________________________________

Scott Woley

Vice President

2

CONFIDENTIAL TREATMENT REQUESTED

APPENDIX 2

to

FIRM TRANSPORTATION SERVICE AGREEMENT

between

SPIRE STL PIPELINE LLC

and

LACLEDE GAS COMPANY

Dated: _______ __, 20__

(“FTS Agreement”)

STATEMENT OF NEGOTIATED RATES

I. Customer Name: Laclede Gas Company

II. Contract Number: ___________________

III. Rate Schedule: FTS

IV. Maximum Daily Transportation Quantity: 350,000 Dth/d

V. Primary Receipt Points: REX, Enable MRT (Chain of Rocks)

VI. Primary Delivery Point: Laclede Aggregate

VII. Negotiated Reservation Rate:    $[***]¹per Dth per Day.

VIII.    Usage Charge and Applicable Surcharges:

Customer is responsible for payment of the maximum recourse usage charge applicable to service under Rate Schedule FTS as well as (1) the ACA surcharge, and (2) any other surcharge of general applicability that Transporter is authorized to charge Rate Schedule FTS shippers pursuant to Transporter’s FERC NGA Gas Tariff. Except for the foregoing charges and surcharges, Customer will not be subject to any other charges or surcharges in connection with firm service from Transporter under Rate Schedule FTS.

______________________

¹ Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

3

CONFIDENTIAL TREATMENT REQUESTED

IX.    Rate Adjustment for New Tax Responsibility:

Pipeline and Customer agree that the negotiated reservation rate specified above will be subject to adjustment in the event and to the extent that Pipeline becomes liable during the term of this Negotiated Rate Agreement for any federal, state, or local tax (including without limitation personal or real property taxes) associated with the operation of Pipeline’s interstate pipeline system or provision of service to Customer that was not in effect or imposed as of the date of execution of that certain Precedent Agreement between Pipeline and Customer (“New Tax Responsibility”).  For the avoidance of doubt, New Tax Responsibility will not include any changes to tax rates for taxes already in effect and imposed as of the date of the execution of said Precedent Agreement. The rate adjustment added to Customer’s negotiated reservation rate will be Customer’s proportionate share of Pipeline’s cost responsibility for such New Tax Responsibility, which shall be calculated by multiplying Pipeline’s annual assessment for such New Tax Responsibility by the ratio of Customer’s MDTQ to Pipeline’s total certificated firm capacity, then dividing that amount by the product of Customer’s MDTQ and 365.  Pipeline will re-file such adjusted negotiated rate with the Federal Energy Regulatory Commission, and Customer will not oppose Pipeline’s filing, or the effectiveness of the adjusted negotiated rate.

X.    Fuel Use and Lost Gas:

Customer agrees to provide Fuel Use and Lost Gas in the amount specified in the statement of rates applicable to Rate Schedule FTS from time to time.

XI.    Term:

The Primary Term of this negotiated rate agreement is twenty (20) years from the date of commencement of service under the FTS Agreement. This negotiated rate shall be and remain in effect throughout the Primary Term of the FTS Agreement and any and all one-year rollover terms following the end of such Primary Term if this negotiated rate was in effect during the preceding term. Moreover, if Customer elects to extend the FTS Agreement term for either or both five-year contract term extensions as set forth in Customer’s FTS Agreement, Customer will have the option to maintain the negotiated rate (in the case of the first contract term extension and, if it so elected, in the case of the second contract term extension, as well), or to change to the then-effective maximum lawful recourse rate, by written notification to Transporter in the same notification in which Customer conveys its election of the five-year extension option. In the event Customer elects to change to the then-effective maximum lawful recourse rate for a five-year extension term, this negotiated rate will terminate upon the conclusion of the term immediately preceding the five-year extension term to which Customer’s election applies.

4

EX-10.2

Exhibit 10.2

AMENDMENT TO

PRECEDENT AGREEMENT

ThisAMENDMENT TO PRECEDENT AGREEMENT (this “Amendment”) is made as of April 17, 2017 (the “Effective Date”) between Spire STL Pipeline LLC (“Pipeline”) and Laclede Gas Company (“Customer”).

WHEREAS, Pipeline and Customer are parties to that certain Precedent Agreement dated as of January 25, 2017 (the “PrecedentAgreement”); and

WHEREAS, Pipeline and Customer each now desires to amend the Precedent Agreement by the terms of this Amendment.

NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, Pipeline and Customer each agree as follows:

1.Revised Route. Line 880 is hereby removed from the Project, and is replaced with an approximately six-mile segment of greenfield 24-inch diameter pipeline that will continue the New Pipeline from the Laclede/Lange Delivery Station to an interconnection point with MRT near the MRT Chain of Rocks point (the “North County Extension”). The North County Extension will be considered part of the New Pipeline. Neither Pipeline nor Customer will have any further obligations under the Precedent Agreement with respect to Line 880, including the pursuit of any Line 880 Authorizations.

2.Miscellaneous. Capitalized terms used and not defined in this Amendment have the meanings assigned to them in the Precedent Agreement. The recitals of this Amendment are by this reference incorporated into this Amendment. To the extent of any conflict between the terms of this Amendment and the Precedent Agreement, this Amendment controls. Except as hereby amended, the Precedent Agreement remains in full force and effect. Delivery of electronic copies of any signed original document shall be deemed the same as delivery of an original.

IN WITNESS WHEREOF, this Amendment is executed as of the Effective Date.

Spire STL Pipeline LLC By: /s/ Michael C. Geiselhart Name: Michael C. Geiselhart Title: SVP, Strategy and Corporate Development Laclede Gas Company By: /s/ Scott E. Woley Name: Scott E. Woley Title: VP, Gas Supply and Operations

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Suzanne Sitherwood, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Spire Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	May 3, 2017	Signature:	/s/ Suzanne Sitherwood
			Suzanne Sitherwood
			President and Chief Executive Officer

CERTIFICATION

I, Steven P. Rasche, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Spire Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	May 3, 2017	Signature:	/s/ Steven P. Rasche
			Steven P. Rasche
			Executive Vice President and Chief Financial Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Steven L. Lindsey, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Laclede Gas Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	May 3, 2017	Signature:	/s/ Steven L. Lindsey
			Steven L. Lindsey
			President and Chief Executive Officer

CERTIFICATION

I, Steven P. Rasche, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Laclede Gas Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	May 3, 2017	Signature:	/s/ Steven P. Rasche
			Steven P. Rasche
			Chief Financial Officer

EX-31.3

Exhibit 31.3

CERTIFICATION

I, Steven L. Lindsey, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Alabama Gas Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	May 3, 2017	Signature:	/s/ Steven L. Lindsey
			Steven L. Lindsey
			Chief Executive Officer

CERTIFICATION

I, Steven P. Rasche, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Alabama Gas Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	May 3, 2017	Signature:	/s/ Steven P. Rasche
			Steven P. Rasche
			Chief Financial Officer

EX-32.1

Exhibit 32.1

Section 1350 Certification

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, I, Suzanne Sitherwood, President and Chief Executive Officer of Spire Inc., hereby certify that:

(a) To the best of my knowledge, the accompanying report on Form 10-Q for the period ended March 31, 2017 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(b) To the best of my knowledge, the information contained in the accompanying report on Form 10-Q for the period ended March 31, 2017 fairly presents, in all material respects, the financial condition and results of operations of Spire Inc.

Date:	May 3, 2017	Signature:	/s/ Suzanne Sitherwood
			Suzanne Sitherwood
			President and Chief Executive Officer

Section 1350 Certification

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, I, Steven P. Rasche, Executive Vice President and Chief Financial Officer of Spire Inc., hereby certify that:

(a) To the best of my knowledge, the accompanying report on Form 10-Q for the period ended March 31, 2017 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(b) To the best of my knowledge, the information contained in the accompanying report on Form 10-Q for the period ended March 31, 2017 fairly presents, in all material respects, the financial condition and results of operations of Spire Inc.

Date:	May 3, 2017	Signature:	/s/ Steven P. Rasche
			Steven P. Rasche
			Executive Vice President and Chief Financial Officer

EX-32.2

Exhibit 32.2

Section 1350 Certification

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, I, Steven L. Lindsey, President and Chief Executive Officer of Laclede Gas Company, hereby certify that:

(a) To the best of my knowledge, the accompanying report on Form 10-Q for the period ended March 31, 2017 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(b) To the best of my knowledge, the information contained in the accompanying report on Form 10-Q for the period ended March 31, 2017 fairly presents, in all material respects, the financial condition and results of operations of Laclede Gas Company.

Date:	May 3, 2017	Signature:	/s/ Steven L. Lindsey
			Steven L. Lindsey
			President and Chief Executive Officer

Section 1350 Certification

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, I, Steven P. Rasche, Chief Financial Officer of Laclede Gas Company, hereby certify that:

(a) To the best of my knowledge, the accompanying report on Form 10-Q for the period ended March 31, 2017 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(b) To the best of my knowledge, the information contained in the accompanying report on Form 10-Q for the period ended March 31, 2017 fairly presents, in all material respects, the financial condition and results of operations of Laclede Gas Company.

Date:	May 3, 2017	Signature:	/s/ Steven P. Rasche
			Steven P. Rasche
			Chief Financial Officer

EX-32.3

Exhibit 32.3

Section 1350 Certification

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, I, Steven L. Lindsey, Chief Executive Officer of Alabama Gas Corporation, hereby certify that:

(a) To the best of my knowledge, the accompanying report on Form 10-Q for the period ended March 31, 2017 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(b) To the best of my knowledge, the information contained in the accompanying report on Form 10-Q for the period ended March 31, 2017 fairly presents, in all material respects, the financial condition and results of operations of Alabama Gas Corporation.

Date:	May 3, 2017	Signature:	/s/ Steven L. Lindsey
			Steven L. Lindsey
			Chief Executive Officer

Section 1350 Certification

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, I, Steven P. Rasche, Chief Financial Officer of Alabama Gas Corporation, hereby certify that:

(a) To the best of my knowledge, the accompanying report on Form 10-Q for the period ended March 31, 2017 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(b) To the best of my knowledge, the information contained in the accompanying report on Form 10-Q for the period ended March 31, 2017 fairly presents, in all material respects, the financial condition and results of operations of Alabama Gas Corporation.

Date:	May 3, 2017	Signature:	/s/ Steven P. Rasche
			Steven P. Rasche
			Chief Financial Officer

XML

Document and Entity Information - shares	6 Months Ended
	Mar. 31, 2017	Apr. 28, 2017
Entity Information [Line Items]
Entity Registrant Name	SPIRE INC
Entity Central Index Key	0001126956
Current Fiscal Year End Date	--09-30
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		48,258,599
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q2
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2017
Laclede Gas
Entity Information [Line Items]
Entity Registrant Name	LACLEDE GAS CO
Entity Central Index Key	0000057183
Current Fiscal Year End Date	--09-30
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		24,577
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q2
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2017
Alagasco
Entity Information [Line Items]
Entity Registrant Name	ALABAMA GAS CORP
Entity Central Index Key	0000003146
Current Fiscal Year End Date	--09-30
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		1,972,052
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q2
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2017

XML

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) - USD ($) shares in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Mar. 31, 2017	Mar. 31, 2016
Operating Revenues:
Gas Utility	$ 641.1	$ 611.5	$ 1,113.4	$ 1,010.3
Gas Marketing and other	22.3	(2.2)	45.1	(1.6)
Total Operating Revenues	663.4	609.3	1,158.5	1,008.7
Gas Utility
Natural and propane gas	254.3	261.1	448.1	409.6
Operation and maintenance	98.4	94.3	197.8	185.9
Depreciation and amortization	37.9	33.8	75.6	67.3
Taxes, other than income taxes	48.3	43.9	81.7	72.1
Total Gas Utility Operating Expenses	438.9	433.1	803.2	734.9
Gas Marketing and other	44.1	8.5	85.8	19.1
Total Operating Expenses	483.0	441.6	889.0	754.0
Operating Income	180.4	167.7	269.5	254.7
Other Income	3.6	0.8	4.1	2.2
Interest Charges:
Interest on long-term debt	19.2	16.7	38.3	33.6
Other interest charges	3.5	2.6	6.5	4.7
Total Interest Charges	22.7	19.3	44.8	38.3
Income Before Income Taxes	161.3	149.2	228.8	218.6
Income Tax Expense	53.3	48.4	75.6	70.9
Net Income	$ 108.0	$ 100.8	$ 153.2	$ 147.7
Weighted Average Number of Common Shares Outstanding:
Basic (in shares)	45.6	43.3	45.6	43.3
Diluted (in shares)	45.7	43.5	45.7	43.5
Basic Earnings Per Share of Common Stock (in dollars per share)	$ 2.36	$ 2.32	$ 3.35	$ 3.40
Diluted Earnings Per Share of Common Stock (in dollars per share)	2.36	2.31	3.34	3.39
Dividends Declared Per Share of Common Stock (in dollars per share)	$ 0.53	$ 0.49	$ 1.05	$ 0.98
Laclede Gas
Operating Revenues:
Gas Utility	$ 447.2	$ 446.7	$ 810.8	$ 763.9
Total Operating Revenues	447.2	446.7	810.8	763.9
Gas Utility
Natural and propane gas	241.2	242.8	432.5	392.6
Operation and maintenance	57.5	61.5	118.0	120.3
Depreciation and amortization	23.0	21.9	45.7	43.7
Taxes, other than income taxes	35.3	33.5	59.9	55.2
Total Operating Expenses	357.0	359.7	656.1	611.8
Operating Income	90.2	87.0	154.7	152.1
Other Income	1.9	0.4	2.0	1.2
Interest Charges:
Interest on long-term debt	8.2	8.2	16.5	16.6
Other interest charges	1.5	1.3	2.9	2.2
Total Interest Charges	9.7	9.5	19.4	18.8
Income Before Income Taxes	82.4	77.9	137.3	134.5
Income Tax Expense	25.4	23.6	42.3	40.8
Net Income	57.0	54.3	95.0	93.7
Alagasco
Operating Revenues:
Gas Utility	158.8	166.0	245.5	248.3
Total Operating Revenues	158.8	166.0	245.5	248.3
Gas Utility
Natural and propane gas	25.8	30.2	42.6	42.3
Operation and maintenance	31.5	33.1	62.7	66.2
Depreciation and amortization	12.3	11.9	24.6	23.6
Taxes, other than income taxes	10.3	10.4	16.9	16.9
Total Operating Expenses	79.9	85.6	146.8	149.0
Operating Income	78.9	80.4	98.7	99.3
Other Income	1.1	0.5	1.5	1.0
Interest Charges:
Interest on long-term debt	2.8	2.7	5.6	5.7
Other interest charges	0.7	0.8	1.5	1.3
Total Interest Charges	3.5	3.5	7.1	7.0
Income Before Income Taxes	76.5	77.4	93.1	93.3
Income Tax Expense	28.9	29.3	35.2	35.3
Net Income	$ 47.6	$ 48.1	$ 57.9	$ 58.0

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Mar. 31, 2017	Mar. 31, 2016
Net Income	$ 108.0	$ 100.8	$ 153.2	$ 147.7
Cash flow hedging derivative instruments:
Net hedging gains (losses) arising during the period	1.0	(0.6)	12.5	(1.3)
Reclassification adjustment for (gains) losses included in net income	(0.1)	0.5	0.1	1.7
Net unrealized gains (losses) on cash flow hedging derivative instruments	0.9	(0.1)	12.6	0.4
Net gains on defined benefit pension and other postretirement plans	0.0	0.0	0.1	0.1
Net unrealized losses (gains) on available for sale securities	0.0	0.1	(0.1)	0.0
Other Comprehensive Income (Loss), Before Tax	0.9	0.0	12.6	0.5
Income Tax Expense Related to Items of Other Comprehensive Income	0.4	0.0	4.7	0.2
Other Comprehensive Income (Loss), Net of Tax	0.5	0.0	7.9	0.3
Comprehensive Income	108.5	100.8	161.1	148.0
Laclede Gas
Net Income	57.0	54.3	95.0	93.7
Cash flow hedging derivative instruments:
Other Comprehensive Income (Loss), Net of Tax	(0.2)	0.1	0.0	0.2
Comprehensive Income	$ 56.8	$ 54.4	$ 95.0	$ 93.9

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CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Millions	Mar. 31, 2017	Sep. 30, 2016	Mar. 31, 2016
ASSETS
Utility Plant	$ 4,978.8	$ 4,793.6	$ 4,271.3
Less: Accumulated depreciation and amortization	1,585.9	1,506.4	1,286.1
Net Utility Plant	3,392.9	3,287.2	2,985.2
Non-utility Property (net of accumulated depreciation and amortization of $8.3, $8.1 and $7.8 at March 31, 2017, September 30, 2016, and March 31, 2016, respectively)	26.6	13.7	13.8
Goodwill	1,163.9	1,164.9	946.0
Other Property and Investments	63.2	62.1	61.1
Total Other Property and Investments	1,253.7	1,240.7	1,020.9
Current Assets:
Cash and cash equivalents	19.6	5.2	8.7
Accounts receivable:
Utility	238.5	127.8	217.1
Other	127.9	113.4	66.8
Allowance for doubtful accounts	(20.8)	(20.5)	(18.9)
Delayed customer billings	11.6	1.6	10.1
Inventories:
Natural gas	117.6	174.0	97.5
Propane gas	12.0	12.0	12.0
Materials and supplies	16.8	16.3	14.5
Natural gas receivable	7.8	9.7	19.5
Derivative instrument assets	8.2	11.4	7.6
Unamortized purchased gas adjustments	61.0	49.7	8.9
Other regulatory assets	64.8	44.2	32.4
Prepayments and other	19.3	24.8	27.6
Total Current Assets	684.3	569.6	503.8
Deferred Charges:
Regulatory assets	827.7	838.0	732.6
Other	98.1	128.9	65.0
Total Deferred Charges	925.8	966.9	797.6
Total Assets	6,256.7	6,064.4	5,307.5
Capitalization:
Common stock	45.7	45.6	43.4
Paid-in capital	1,177.7	1,175.9	1,040.3
Retained earnings	655.9	550.9	599.4
Accumulated other comprehensive income (loss)	3.7	(4.2)	(1.7)
Total Common Stock Equity	1,883.0	1,768.2	1,681.4
Long-term debt (less current portion)	1,925.3	1,820.7	1,839.3
Total Capitalization	3,808.3	3,588.9	3,520.7
Current Liabilities:
Current portion of long-term debt	0.0	250.0	0.0
Notes payable	567.4	398.7	253.6
Accounts payable	218.6	210.9	127.1
Advance customer billings	14.5	70.2	31.7
Wages and compensation accrued	29.0	39.8	26.6
Dividends payable	24.9	23.5	22.1
Customer deposits	35.7	34.9	33.0
Interest accrued	15.3	14.8	14.3
Taxes accrued	46.7	55.2	36.8
Unamortized purchased gas adjustments	1.6	1.7	4.3
Regulatory liabilities	29.7	28.9	33.8
Other	31.9	32.7	35.5
Total Current Liabilities	1,015.3	1,161.3	618.8
Deferred Credits and Other Liabilities:
Deferred income taxes	690.6	607.3	564.2
Pension and postretirement benefit costs	308.1	303.7	254.8
Asset retirement obligations	212.4	206.4	162.8
Regulatory liabilities	144.1	130.7	110.7
Other	77.9	66.1	75.5
Total Deferred Credits and Other Liabilities	1,433.1	1,314.2	1,168.0
Commitments and Contingencies
Total Capitalization and Liabilities	6,256.7	6,064.4	5,307.5
Laclede Gas
ASSETS
Utility Plant	2,855.0	2,718.5	2,612.5
Less: Accumulated depreciation and amortization	659.6	604.5	580.7
Net Utility Plant	2,195.4	2,114.0	2,031.8
Goodwill	210.2	210.2	210.2
Other Property and Investments	58.3	57.3	56.2
Total Other Property and Investments	268.5	267.5	266.4
Current Assets:
Cash and cash equivalents	3.7	2.1	3.8
Accounts receivable:
Utility	166.4	87.9	159.8
Other	12.0	11.4	17.0
Allowance for doubtful accounts	(16.5)	(16.1)	(14.7)
Receivables from associated companies	22.7	2.2	1.2
Delayed customer billings	11.6	1.6	10.1
Inventories:
Natural gas	75.8	127.3	60.1
Propane gas	12.0	12.0	12.0
Materials and supplies	9.9	9.2	8.9
Derivative instrument assets	2.9	4.9	0.0
Unamortized purchased gas adjustments	17.1	43.1	3.9
Other regulatory assets	38.2	23.9	23.7
Prepayments and other	10.5	14.5	15.3
Total Current Assets	366.3	324.0	301.1
Deferred Charges:
Regulatory assets	569.4	589.8	563.8
Other	2.6	1.1	5.8
Total Deferred Charges	572.0	590.9	569.6
Total Assets	3,402.2	3,296.4	3,168.9
Capitalization:
Paid-in capital and common stock	753.9	752.0	750.0
Retained earnings	398.6	318.3	342.4
Accumulated other comprehensive income (loss)	(1.8)	(1.8)	(1.5)
Total Common Stock Equity	1,150.7	1,068.5	1,090.9
Long-term debt (less current portion)	804.3	804.1	803.7
Total Capitalization	1,955.0	1,872.6	1,894.6
Current Liabilities:
Notes payable	0.0	243.7	169.6
Notes payable – associated companies	282.2	0.0	0.0
Accounts payable	57.8	67.6	51.0
Accounts payable – associated companies	5.1	5.4	1.9
Advance customer billings	0.2	49.1	16.1
Wages and compensation accrued	21.8	29.9	21.0
Dividends payable	0.0	14.0	21.3
Customer deposits	13.1	13.5	12.9
Interest accrued	7.9	7.7	7.6
Taxes accrued	23.8	29.1	19.1
Unamortized purchased gas adjustments	0.0	0.0	4.3
Regulatory liabilities	2.7	1.3	1.3
Other	8.7	9.9	16.2
Total Current Liabilities	423.3	471.2	342.3
Deferred Credits and Other Liabilities:
Deferred income taxes	607.7	556.9	538.0
Pension and postretirement benefit costs	213.5	211.8	200.8
Asset retirement obligations	77.0	75.2	74.1
Regulatory liabilities	84.5	67.3	69.3
Other	41.2	41.4	49.8
Total Deferred Credits and Other Liabilities	1,023.9	952.6	932.0
Commitments and Contingencies
Total Capitalization and Liabilities	3,402.2	3,296.4	3,168.9
Alagasco
ASSETS
Utility Plant	1,776.1	1,729.6	1,658.8
Less: Accumulated depreciation and amortization	779.1	756.6	705.4
Net Utility Plant	997.0	973.0	953.4
Current Assets:
Cash and cash equivalents	0.0	0.0	2.3
Accounts receivable:
Utility	62.0	34.0	57.3
Other	5.7	7.2	5.2
Allowance for doubtful accounts	(2.3)	(3.3)	(4.2)
Receivables from associated companies	0.4	0.0	0.0
Inventories:
Natural gas	26.5	34.6	30.3
Materials and supplies	5.8	5.9	5.5
Unamortized purchased gas adjustments	43.9	5.6	5.0
Other regulatory assets	11.2	14.9	8.7
Prepayments and other	4.1	5.1	8.1
Total Current Assets	157.3	104.0	118.2
Deferred Charges:
Regulatory assets	229.3	230.7	168.1
Deferred income taxes	186.2	221.4	214.7
Other	62.0	60.8	56.9
Total Deferred Charges	477.5	512.9	439.7
Total Assets	1,631.8	1,589.9	1,511.3
Capitalization:
Paid-in capital and common stock	420.9	451.9	451.9
Retained earnings	462.8	415.4	436.2
Total Common Stock Equity	883.7	867.3	888.1
Long-term debt (less current portion)	247.7	247.6	247.6
Total Capitalization	1,131.4	1,114.9	1,135.7
Current Liabilities:
Notes payable	0.0	82.0	41.0
Notes payable – associated companies	109.3	0.0	0.0
Accounts payable	42.8	34.3	28.6
Accounts payable – associated companies	1.5	0.4	0.4
Advance customer billings	14.3	21.1	15.6
Wages and compensation accrued	5.2	7.8	5.6
Customer deposits	18.9	18.2	20.1
Interest accrued	3.4	3.3	3.4
Taxes accrued	16.9	21.6	17.8
Regulatory liabilities	25.1	22.7	32.5
Other	4.8	6.3	4.7
Total Current Liabilities	242.2	217.7	169.7
Deferred Credits and Other Liabilities:
Pension and postretirement benefit costs	76.6	74.3	54.0
Asset retirement obligations	124.1	120.1	88.5
Regulatory liabilities	35.9	41.7	41.4
Other	21.6	21.2	22.0
Total Deferred Credits and Other Liabilities	258.2	257.3	205.9
Total Capitalization and Liabilities	$ 1,631.8	$ 1,589.9	$ 1,511.3

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CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) $ in Millions	Mar. 31, 2017	Sep. 30, 2016	Mar. 31, 2016
Assets
Non-utility property, accumulated depreciation and amortization	$ 8.3	$ 8.1	$ 7.8
Capitalization:
Common stock, par value (in dollars per share)	$ 1.00	$ 1.00	$ 1.00
Common stock, authorized (in shares)	70,000,000.0	70,000,000.0	70,000,000.0
Common stock, issued (in shares)	45,700,000	45,600,000	43,400,000
Common stock, outstanding (in shares)	45,700,000	45,600,000	43,400,000
Laclede Gas
Capitalization:
Common stock, par value (in dollars per share)	$ 1.00	$ 1.00	$ 1.00
Common stock, authorized (in shares)	50,000	50,000	50,000
Common stock, issued (in shares)	24,577	24,577	24,577
Common stock, outstanding (in shares)	24,577	24,577	24,577
Alagasco
Capitalization:
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01	$ 0.01
Common stock, authorized (in shares)	3,000,000	3,000,000	3,000,000.0
Common stock, issued (in shares)	2,000,000	2,000,000	2,000,000
Common stock, outstanding (in shares)	2,000,000	2,000,000	2,000,000

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CONDENSED CONSOLIDATED STATEMENTS OF COMMON SHAREHOLDER'S EQUITY (UNAUDITED) - USD ($) $ in Millions	Total	Common Stock Outstanding	Paid-in Capital	Retained Earnings	AOCI	Laclede Gas	Laclede Gas Common Stock Outstanding	Laclede Gas Paid-in Capital	Laclede Gas Retained Earnings	Laclede Gas AOCI	Alagasco	Alagasco Common Stock Outstanding	Alagasco Paid-in Capital	Alagasco Retained Earnings
Beginning Balance at Sep. 30, 2015	$ 1,573.6	$ 43.3	$ 1,038.1	$ 494.2	$ (2.0)	$ 1,037.8	$ 0.1	$ 748.2	$ 291.2	$ (1.7)	$ 874.6	$ 0.0	$ 480.9	$ 393.7
Beginning Balance, (in shares) at Sep. 30, 2015		43,335,012					24,577					1,972,052
Stockholders' Equity Rollforward
Net income	147.7			147.7		93.7			93.7		58.0			58.0
Dividend reinvestment plan	0.7		0.7
Dividend reinvestment plan (in shares)		12,704
Stock-based compensation costs	2.7		2.7			1.7		1.7
Stock issued under stock-based compensation plans	0.6	$ 0.1	0.5
Stock issued under stock-based compensation plans (in shares)		127,496
Employee’s tax withholding for stock-based compensation	(1.7)		(1.7)
Employee's tax withholding for stock-based compensation (in shares)		(29,227)
Return of capital to Spire											(29.0)		(29.0)
Dividends declared	(42.5)			(42.5)		(42.5)			(42.5)		(15.5)			(15.5)
Other comprehensive income, net of tax	0.3				0.3	0.2				0.2
Ending Balance at Mar. 31, 2016	1,681.4	$ 43.4	1,040.3	599.4	(1.7)	1,090.9	$ 0.1	749.9	342.4	(1.5)	888.1	$ 0.0	451.9	436.2
Ending Balance, (in shares) at Mar. 31, 2016		43,445,985					24,577					1,972,052
Beginning Balance at Sep. 30, 2016	1,768.2	$ 45.6	1,175.9	550.9	(4.2)	1,068.5	$ 0.1	751.9	318.3	(1.8)	867.3	$ 0.0	451.9	415.4
Beginning Balance, (in shares) at Sep. 30, 2016		45,650,642					24,577					1,972,052
Stockholders' Equity Rollforward
Net income	153.2					95.0			95.0		57.9			57.9
Dividend reinvestment plan	0.8		0.8
Dividend reinvestment plan (in shares)		11,820
Stock-based compensation costs	3.3		3.3			1.9		1.9
Stock issued under stock-based compensation plans	0.0	$ 0.1	(0.1)
Stock issued under stock-based compensation plans (in shares)		122,094
Employee’s tax withholding for stock-based compensation	(2.2)		(2.2)
Employee's tax withholding for stock-based compensation (in shares)		(34,589)
Return of capital to Spire											(31.0)		(31.0)
Dividends declared	(48.2)			(48.2)		(14.7)			(14.7)		(10.5)			(10.5)
Other comprehensive income, net of tax	7.9				7.9	0.0
Ending Balance at Mar. 31, 2017	$ 1,883.0	$ 45.7	$ 1,177.7	$ 655.9	$ 3.7	$ 1,150.7	$ 0.1	$ 753.8	$ 398.6	$ (1.8)	$ 883.7	$ 0.0	$ 420.9	$ 462.8
Ending Balance, (in shares) at Mar. 31, 2017		45,749,967					24,577					1,972,052

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Millions	6 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Operating Activities:
Net Income	$ 153.2	$ 147.7
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization, and accretion	75.8	67.6
Deferred income taxes and investment tax credits	75.4	71.0
Changes in assets and liabilities:
Accounts receivable	(123.0)	(53.5)
Unamortized purchased gas adjustments	0.2	(11.0)
Accounts payable	28.3	(15.4)
Delayed/advance customer billings – net	(65.7)	(20.1)
Taxes accrued	(13.8)	(14.7)
Inventories	55.9	91.4
Other assets and liabilities	36.7	(19.6)
Other	3.1	(0.4)
Net cash provided by operating activities	226.1	243.0
Investing Activities:
Capital expenditures	(187.3)	(121.8)
Settlement for acquisition of EnergySouth	3.8	0.0
Other	0.6	(0.7)
Net cash used in investing activities	(182.9)	(122.5)
Financing Activities:
Issuance of long-term debt	250.0	80.0
Repayment of long-term debt	(393.8)	(80.0)
Issuance (repayment) of short-term debt - net	168.7	(84.4)
Issuance of common stock	0.1	2.1
Dividends paid	(46.8)	(41.6)
Other	(7.0)	(1.7)
Net cash provided by (used in) financing activities	(28.8)	(125.6)
Net Increase (Decrease) in Cash and Cash Equivalents	14.4	(5.1)
Cash and Cash Equivalents at Beginning of Period	5.2	13.8
Cash and Cash Equivalents at End of Period	19.6	8.7
Supplemental disclosure of cash paid for:
Interest	(41.8)	(36.2)
Income taxes	(0.9)	(0.2)
Laclede Gas
Operating Activities:
Net Income	95.0	93.7
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization, and accretion	45.7	43.7
Deferred income taxes and investment tax credits	42.3	40.8
Changes in assets and liabilities:
Accounts receivable	(99.2)	(42.2)
Accounts payable	(4.5)	(9.3)
Delayed/advance customer billings – net	(58.9)	(16.6)
Taxes accrued	(5.3)	(6.3)
Inventories	50.8	78.5
Other assets and liabilities	10.3	(12.7)
Other	0.8	0.2
Net cash provided by operating activities	114.5	192.0
Investing Activities:
Capital expenditures	(122.2)	(85.6)
Other	0.5	0.3
Net cash used in investing activities	(121.7)	(85.3)
Financing Activities:
Borrowings from Spire - net	282.2	0.0
Dividends paid	(28.7)	(41.2)
Other	(1.0)	0.0
Net cash provided by (used in) financing activities	8.8	(104.6)
Net Increase (Decrease) in Cash and Cash Equivalents	1.6	2.1
Cash and Cash Equivalents at Beginning of Period	2.1	1.7
Cash and Cash Equivalents at End of Period	3.7	3.8
Supplemental disclosure of cash paid for:
Interest	(19.0)	(18.6)
Income taxes	0.0	0.0
Alagasco
Operating Activities:
Net Income	57.9	58.0
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization, and accretion	24.6	23.6
Deferred income taxes and investment tax credits	35.2	35.3
Changes in assets and liabilities:
Accounts receivable	(25.8)	(21.7)
Unamortized purchased gas adjustments	(38.3)	(33.2)
Accounts payable	10.3	6.2
Delayed/advance customer billings – net	(6.8)	(3.5)
Taxes accrued	(4.7)	(8.2)
Inventories	8.2	10.0
Other assets and liabilities	2.0	0.3
Other	0.3	(0.4)
Net cash provided by operating activities	62.9	66.4
Investing Activities:
Capital expenditures	(48.3)	(35.8)
Other	0.0	(1.2)
Net cash used in investing activities	(48.3)	(37.0)
Financing Activities:
Issuance of long-term debt	0.0	80.0
Repayment of long-term debt	0.0	(80.0)
Issuance of short-term debt - net	(82.0)	10.0
Return of capital to Spire	(31.0)	(29.0)
Borrowings from Spire - net	109.3	0.2
Dividends paid	(10.5)	(15.5)
Other	(0.4)	0.0
Net cash provided by (used in) financing activities	(14.6)	(34.3)
Net Increase (Decrease) in Cash and Cash Equivalents	0.0	(4.9)
Cash and Cash Equivalents at Beginning of Period	0.0	7.2
Cash and Cash Equivalents at End of Period	0.0	2.3
Supplemental disclosure of cash paid for:
Interest	(6.3)	(6.4)
Income taxes	$ 0.0	$ 0.0

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Mar. 31, 2017

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION –These notes are an integral part of the accompanying unaudited financial statements of Spire Inc. (Spire or the Company), as well as Laclede Gas Company (Laclede Gas or the Missouri Utilities) and Alabama Gas Corporation (Alagasco). Laclede Gas, which includes the operations of Missouri Gas Energy (MGE), and Alagasco are wholly owned subsidiaries of the Company. Laclede Gas, Alagasco and the subsidiaries of EnergySouth, Inc. (EnergySouth) are collectively referred to as the Utilities. The subsidiaries of EnergySouth are Mobile Gas Service Corporation (Mobile Gas) and Willmut Gas & Oil Company (Willmut Gas).

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information with the instructions to Form 10-Q and Rule 10-01 of Regulation S‑X. Accordingly, they do not include all of the disclosures required for complete financial statements. In the opinion of management, the accompanying unaudited financial statements include all adjustments (consisting of only normal recurring adjustments) necessary for the fair presentation of the results of operations for the periods presented. This Form 10-Q should be read in conjunction with the Notes to Financial Statements contained in Spire’s, Laclede Gas’, and Alagasco’s Annual Reports on Form 10-K for the fiscal year ended September 30, 2016.

The consolidated financial position, results of operations, and cash flows of Spire are primarily derived from the financial position, results of operations, and cash flows of the Utilities. In compliance with GAAP, transactions between Laclede Gas and Alagasco and their affiliates, as well as intercompany balances on their balance sheets, have not been eliminated from their separate financial statements. Results of operations of EnergySouth are included in Spire’s results of operations since the September 12, 2016 acquisition and impact the comparability of financial statement periods presented for the Company.

NATURE OF OPERATIONS – Spire Inc. (NYSE: SR), headquartered in St. Louis, Missouri, is a public utility holding company. The Company has two reportable segments: Gas Utility and Gas Marketing. The Gas Utility segment consists of the regulated natural gas distribution operations of the Company and is the core business segment of Spire in terms of revenue and earnings generation. The Gas Utility segment is comprised of the operations of: the Missouri Utilities, serving St. Louis and eastern Missouri, Kansas City and western Missouri (through MGE); Alagasco, serving central and northern Alabama; and the subsidiaries of EnergySouth, serving southern Alabama and south-central Mississippi. Spire’s primary non-utility business, Spire Marketing Inc. (Spire Marketing) was formerly known as Laclede Energy Resources, Inc., which changed its name on December 12, 2016. Spire Marketing is included in the Gas Marketing segment and provides non-regulated natural gas services. The activities of other subsidiaries are described in Note 9, Information by Operating Segment, and are reported as Other. Laclede Gas and Alagasco each have a single reportable segment.

The Company’s earnings are primarily derived from its Gas Utility segment. Due to the seasonal nature of the Utilities’ business, earnings are typically concentrated during the heating season of November through April each fiscal year. As a result, the interim statements of income for Spire, Laclede Gas and Alagasco are not necessarily indicative of annual results or representative of succeeding quarters of the fiscal year.

GOODWILL – Goodwill is measured as the excess of the acquisition-date fair value of the consideration transferred over the amount of acquisition-date identifiable assets acquired net of assumed liabilities. The changes in the carrying amount of goodwill by reportable segment are shown below, reflecting the effect of a $3.8 cash payment to Spire related to the EnergySouth acquisition, offset by net adjustments to acquired insurance receivable and prepaid assets.

	Gas Utility		Gas Marketing		Other			Total
Balance as of September 30, 2016	$	210.2	$	—	$	954.7		$	1,164.9
Adjustments related to the acquisition of EnergySouth	—		—		(1.0		)	(1.0		)
Balance as of March 31, 2017	$	210.2	$	—	$	953.7		$	1,163.9

REVENUE RECOGNITION – The Utilities read meters and bill customers on monthly cycles. The Missouri Utilities record their gas utility revenues from gas sales and transportation services on an accrual basis that includes estimated amounts for gas delivered but not yet billed. The accruals for unbilled revenues are reversed in the subsequent accounting period when meters are actually read and customers are billed. The amounts of accrued unbilled revenues for Laclede Gas at March 31, 2017, September 30, 2016, and March 31, 2016 were $66.7, $26.1, and $57.4, respectively.

Alagasco records natural gas distribution revenues in accordance with the tariff established by the Alabama Public Service Commission (APSC). Unbilled revenues for Alagasco, which are not recorded as revenue until billed, at March 31, 2017, September 30, 2016, and March 31, 2016 were $13.5, $5.9, and $14.9, respectively.

The subsidiaries of EnergySouth record natural gas revenues in accordance with tariffs established by the APSC and the Mississippi Public Service Commission (MSPSC). Their unbilled revenues are accrued as described for Laclede Gas above.

Spire’s other subsidiaries, including Spire Marketing, record revenues when earned, either when the product is delivered or when services are performed.

In the course of its business, Spire Marketing enters into commitments associated with the purchase or sale of natural gas. Certain of their derivative natural gas contracts are designated as normal purchases or normal sales and, as such, are excluded from the scope of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 815, “Derivatives and Hedging.” Those contracts are accounted for as executory contracts and recorded on an accrual basis. Revenues and expenses from such contracts are recorded using a gross presentation. Contracts not designated as normal purchases or normal sales are recorded as derivatives with changes in fair value recognized in earnings in the periods prior to physical delivery. Certain of Spire Marketing’s wholesale purchase and sale transactions are classified as trading activities for financial reporting purposes. Under GAAP, revenues and expenses associated with trading activities are presented on a net basis in Gas Marketing Operating Revenues in the Condensed Consolidated Statements of Income. This net presentation has no effect on operating income or net income.

GROSS RECEIPTS TAXES – Gross receipts taxes associated with the Company’s natural gas utility services are imposed on the Utilities and billed to their customers. The revenue and expense amounts are recorded gross in the “Operating Revenues” and “Taxes, other than income taxes” lines, respectively, in the statements of income. The following table presents gross receipts taxes recorded as revenues.

	Three Months Ended March 31,				Six Months Ended March 31,
	2017		2016		2017		2016
Spire	$	34.3	$	32.3	$	53.7	$	50.2
Laclede Gas	25.5		24.7		39.6		38.6
Alagasco	7.7		7.6		11.9		11.6

REGULATED OPERATIONS –The Utilities account for their regulated operations in accordance with FASB ASC Topic 980, “Regulated Operations.” This topic sets forth the application of GAAP for those companies whose rates are established by or are subject to approval by an independent third-party regulator. The provisions of this accounting guidance require, among other things, that financial statements of a regulated enterprise reflect the actions of regulators, where appropriate. These actions may result in the recognition of revenues and expenses in time periods that are different than non-regulated enterprises. When this occurs, costs are deferred as assets in the balance sheet (regulatory assets) and recorded as expenses when those amounts are reflected in rates. In addition, regulators can impose liabilities upon a regulated company for amounts previously collected from customers and for recovery of costs that are expected to be incurred in the future (regulatory liabilities). Management believes that the current regulatory environment supports the continued use of these regulatory accounting principles and that all regulatory assets and regulatory liabilities are recoverable or refundable through the regulatory process.

As authorized by the Missouri Public Service Commission (MoPSC), MSPSC and APSC, the Purchased Gas Adjustment (PGA) clauses and Gas Supply Adjustment (GSA) riders allow the Utilities to pass through to customers the cost of purchased gas supplies. Regulatory assets and liabilities related to the PGA clauses and the GSA rider are both labeled Unamortized Purchased Gas Adjustments herein. See additional information about regulatory assets and liabilities in Note 3, Regulatory Matters.

TRANSACTIONS WITH AFFILIATES –Transactions between affiliates of the Company have been eliminated from the consolidated financial statements of Spire. Other than borrowings from Spire reflected in Alagasco’s Condensed Balance Sheets and Condensed Statements of Cash Flows and normal intercompany shared services transactions, there were no transactions between Alagasco and affiliates during the six months endedMarch 31, 2017 and March 31, 2016. Laclede Gas’ transactions with affiliates included:

	Three Months Ended March 31,				Six Months Ended March 31,
	2017		2016		2017		2016
Purchases of natural gas from Spire Marketing	$	21.0	$	11.6	$	41.5	$	24.8
Sales of natural gas to Spire Marketing	2.7		1.0		6.3		1.7
Transportation services received from Laclede Pipeline Company	0.2		0.2		0.5		0.5
Insurance services received from Laclede Insurance Risk Services	1.0		0.3		2.1		0.5

UTILITY PLANT – Accrued capital expenditures are shown in the following table. Accrued capital expenditures are excluded from the capital expenditures shown in the statements of cash flows.

	March 31, 2017		September 30, 2016		March 31, 2016
Spire	$	9.2	$	21.6	$	9.0
Laclede Gas	3.3		14.8		5.3
Alagasco	5.3		6.8		3.7

RECLASSIFICATIONS – Certain prior period amounts have been reclassified to conform to the current period presentation. Net income and total equity were not affected by these reclassifications.

NEW ACCOUNTING PRONOUNCEMENTS – In April 2015, the FASB issued Accounting Standards Update (ASU) No. 2015-03, Interest – Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs. Under prior GAAP, debt issuance costs were recorded as a deferred charge (asset), while debt discount and debt premium costs were recorded as a liability adjustment. This amendment requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. Spire, Laclede Gas and Alagasco adopted this ASU as of December 31, 2016. Retrospective adjustments have been made to the previous year balance sheets as of September 30, 2016 and March 31, 2016. The amounts reclassified from other deferred charges to reduce long-term debt are shown in the following table. The ASU does not address the presentation of debt issuance costs related to line-of-credit arrangements, and those continue to be reported as deferred charges.

	March 31, 2017		September 30, 2016		March 31, 2016
Spire	$	14.8	$	13.0	$	12.3
Laclede Gas	4.1		4.2		4.5
Alagasco	2.3		2.4		2.4

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. Under the new standard, an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies may need to use more judgment and make more estimates than under current guidance. ASU No. 2014-09 also requires disclosures that will enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Entities have the option of using either a full retrospective or modified retrospective approach to adopting this guidance. In August 2015, the FASB issued ASU No. 2015-14, which made the guidance in ASU No. 2014-09 effective for fiscal years beginning after December 15, 2017 and interim periods within those years. In 2016, the FASB issued related ASU Nos. 2016-08, 2016-10, 2016-11, 2016-12, and 2016-20 which further modified the standards for accounting for revenue. The Company, Laclede Gas and Alagasco are currently evaluating their sources of revenue and assessing the available transition methods and the potential impacts of the updates, which must be adopted by the first quarter of fiscal year 2019. The conclusions of these assessments are contingent, in part, upon the completion of deliberations currently in progress by the power and utilities industry, notably in connection with efforts to produce an accounting guide being developed by the American Institute of Certified Public Accountants (AICPA). In association with this undertaking, the AICPA formed a number of industry task forces, including a Power & Utilities Task Force. Industry representatives and organizations, the largest auditing firms, the AICPA’s Revenue Recognition Working Group and its Financial Reporting Executive Committee have undertaken, and continue to undertake, consideration of several items relevant to our industry as further discussed below. Where applicable or necessary, the FASB’s Transition Resource Group is also participating.

Currently, the industry is working to address several items including 1) the evaluation of collectability from customers if a utility has regulatory mechanisms to help assure recovery of uncollected accounts from ratepayers; 2) the accounting for funds received from third parties to partially or fully reimburse the cost of construction of an asset 3) the accounting for alternative revenue programs, such as performance-based ratemaking, and 4) application of series guidance to storable commodities. Existing alternative revenue program guidance, though excluded by the FASB in updating specific guidance associated with revenue from contracts with customers, was relocated without substantial modification to accounting guidance for rate-regulated entities. It will require separate presentation of such revenues (subject to the above-noted deliberations) in the statement of income. Currently, a timeline for the resolution of these deliberations has not been established. Given the uncertainty with respect to the conclusions that might arise from these deliberations, the Company, Laclede Gas and Alagasco are currently unable to determine the effect the new guidance will have on their financial position, results of operations, cash flows, business processes or the transition method they will utilize to adopt the new guidance.

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities, which provides revised guidance concerning certain matters involving the recognition, measurement, and disclosure of financial instruments. It is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Entities will record a cumulative-effect adjustment as of the beginning of the fiscal year in which the guidance is adopted, which requires amounts reported in accumulated other comprehensive income for equity securities that exist as of the date of adoption previously classified as available-for-sale to be reclassified to retained earnings. The Company, Laclede Gas and Alagasco are currently assessing the timing and impacts of adopting this standard, which must be adopted in the first quarter of fiscal year 2019.

In February 2016, the FASB issued ASU No. 2016-02, Leases. The new standard requires lessees to recognize a right-of-use asset and lease liability for almost all lease contracts based on the present value of lease payments. There is an exemption for short-term leases. The ASU provides new guidelines for identifying and classifying a lease, and classification affects the pattern and income statement line item for the related expense. This update will be applied using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company, Laclede Gas and Alagasco are currently assessing the timing and impacts of adopting this standard, which must be adopted by the first quarter of fiscal year 2020.

In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting. The standard is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. The amendments in this update are to be applied prospectively except for changes impacting the presentation of the cash flow statement, which can be applied prospectively or retrospectively. The ASU is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years, and early adoption is permitted. The Company, Laclede Gas and Alagasco expect to adopt this standard in the current fiscal year with no material impact.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments. The standard introduces new guidance for the accounting for credit losses on instruments within its scope, including trade receivables. It is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, and may be adopted a year earlier. The new guidance will be initially applied through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. The Company, Laclede Gas and Alagasco are currently assessing the timing and impacts of adopting this standard, which must be adopted by the first quarter of fiscal year 2021.

In March 2017, the FASB issued ASU 2017-07, Compensation – Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The amended guidance requires that the service cost component of pension and postretirement benefit costs be presented within the same line item in the income statement as other compensation costs (except for the amount being capitalized), while other components are to be presented outside the subtotal of operating income and are no longer eligible for capitalization. The ASU is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. The amended guidance will be applied retrospectively for income statement presentation and prospectively for capitalization. The Company, Laclede Gas and Alagasco are currently assessing the regulatory and other impacts of adopting this standard, which must be adopted by the first quarter of fiscal year 2019.

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EARNINGS PER COMMON SHARE

6 Months Ended

Mar. 31, 2017

Earnings Per Share [Abstract]

EARNINGS PER COMMON SHARE

EARNINGS PER COMMON SHARE

	Three Months Ended March 31,				Six Months Ended March 31,
	2017		2016		2017		2016
Basic EPS:
Net Income	$	108.0	$	100.8	$	153.2	$	147.7
Less: Income allocated to participating securities	0.2		0.3		0.4		0.5
Net Income Available to Common Shareholders	$	107.8	$	100.5	$	152.8	$	147.2
Weighted Average Shares Outstanding (in millions)	45.6		43.3		45.6		43.3
Basic Earnings Per Share of Common Stock	$	2.36	$	2.32	$	3.35	$	3.40
Diluted EPS:
Net Income	$	108.0	$	100.8	$	153.2	$	147.7
Less: Income allocated to participating securities	0.2		0.3		0.4		0.5
Net Income Available to Common Shareholders	$	107.8	$	100.5	$	152.8	$	147.2
Weighted Average Shares Outstanding (in millions)	45.6		43.3		45.6		43.3
Dilutive Effect of Restricted Stock, Restricted Stock Units, and Stock Options (in millions)*	0.1		0.2		0.1		0.2
Weighted Average Diluted Shares (in millions)	45.7		43.5		45.7		43.5
Diluted Earnings Per Share of Common Stock	$	2.36	$	2.31	$	3.34	$	3.39
* Calculation excludes certain outstanding shares (shown in millions by period at the right) attributable to stock units subject to performance or market conditions and restricted stock, which could have a dilutive effect in the future	0.5		0.4		0.5		0.4

Spire’s 2014 2.0% Series Equity Units issued in June 2014 were anti-dilutive for the three and six months ended March 31, 2017 and 2016; accordingly, they were excluded from the calculation of weighted average diluted shares for those periods. On April 3, 2017, the purchase contracts underlying the equity units were settled and approximately 2.5 million common shares were issued. See additional detail under Note 11, Subsequent Events.

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REGULATORY MATTERS

6 Months Ended

Mar. 31, 2017

Regulated Operations [Abstract]

REGULATORY MATTERS

REGULATORY MATTERS

As explained in Note 1, Summary of Significant Accounting Policies, Laclede Gas and Alagasco account for regulated operations in accordance with FASB ASC Topic 980, “Regulated Operations.” The following regulatory assets and regulatory liabilities, including purchased gas adjustments, were reflected in the balance sheets of the Company and the Utilities as of March 31, 2017, September 30, 2016 and March 31, 2016.

	March 31,		September 30,		March 31,
Spire	2017		2016		2016
Regulatory Assets:
Current:
Pension and postretirement benefit costs	$	41.7	$	27.0	$	26.9
Unamortized purchased gas adjustments	61.0		49.7		8.9
Other	23.1		17.2		5.5
Total Regulatory Assets (current)	125.8		93.9		41.3
Non-current:
Future income taxes due from customers	159.7		151.3		142.3
Pension and postretirement benefit costs	461.8		487.9		441.0
Cost of removal	133.9		130.6		80.2
Unamortized purchased gas adjustments	1.1		12.6		15.1
Energy efficiency	27.0		25.5		23.7
Other	44.2		30.1		30.3
Total Regulatory Assets (non-current)	827.7		838.0		732.6
Total Regulatory Assets	$	953.5	$	931.9	$	773.9
Regulatory Liabilities:
Current:
Rate Stabilization and Equalization (RSE) adjustment	$	1.1	$	7.5	$	5.9
Unbilled service margin	13.5		5.9		14.9
Refundable negative salvage	8.1		9.3		9.2
Unamortized purchased gas adjustments	1.6		1.7		4.3
Other	7.0		6.2		3.8
Total Regulatory Liabilities (current)	31.3		30.6		38.1
Non-current:
Pension and postretirement benefit costs	27.6		28.9		27.8
Refundable negative salvage	4.9		9.4		10.1
Accrued cost of removal	75.3		74.8		58.3
Other	36.3		17.6		14.5
Total Regulatory Liabilities (non-current)	144.1		130.7		110.7
Total Regulatory Liabilities	$	175.4	$	161.3	$	148.8

	March 31,		September 30,		March 31,
Laclede Gas	2017		2016		2016
Regulatory Assets:
Current:
Pension and postretirement benefit costs	$	34.8	$	20.2	$	20.2
Unamortized purchased gas adjustments	17.1		43.1		3.9
Other	3.4		3.7		3.5
Total Regulatory Assets (current)	55.3		67.0		27.6
Non-current:
Future income taxes due from customers	159.7		151.3		142.3
Pension and postretirement benefit costs	358.3		375.7		357.1
Unamortized purchased gas adjustments	1.1		12.6		15.1
Energy efficiency	27.0		25.5		23.7
Other	23.3		24.7		25.6
Total Regulatory Assets (non-current)	569.4		589.8		563.8
Total Regulatory Assets	$	624.7	$	656.8	$	591.4
Regulatory Liabilities:
Current:
Unamortized purchased gas adjustments	$	—	$	—	$	4.3
Other	2.7		1.3		1.3
Total Regulatory Liabilities (current)	2.7		1.3		5.6
Non-current:
Accrued cost of removal	55.6		55.1		58.3
Other	28.9		12.2		11.0
Total Regulatory Liabilities (non-current)	84.5		67.3		69.3
Total Regulatory Liabilities	$	87.2	$	68.6	$	74.9

	March 31,		September 30,		March 31,
Alagasco	2017		2016		2016
Regulatory Assets:
Current:
Pension and postretirement benefit costs	$	6.8	$	6.8	$	6.7
Unamortized purchased gas adjustments	43.9		5.6		5.0
Other	4.4		8.1		2.0
Total Regulatory Assets (current)	55.1		20.5		13.7
Non-current:
Pension and postretirement benefit costs	94.4		98.9		83.9
Cost of removal	133.9		130.6		80.2
Other	1.0		1.2		4.0
Total Regulatory Assets (non-current)	229.3		230.7		168.1
Total Regulatory Assets	$	284.4	$	251.2	$	181.8
Regulatory Liabilities:
Current:
RSE adjustment	$	1.1	$	5.0	$	5.9
Unbilled service margin	13.5		5.9		14.9
Refundable negative salvage	8.1		9.3		9.2
Other	2.4		2.5		2.5
Total Regulatory Liabilities (current)	25.1		22.7		32.5
Non-current:
Pension and postretirement benefit costs	27.6		28.9		27.8
Refundable negative salvage	4.9		9.4		10.1
Other	3.4		3.4		3.5
Total Regulatory Liabilities (non-current)	35.9		41.7		41.4
Total Regulatory Liabilities	$	61.0	$	64.4	$	73.9

A portion of the Company’s and Laclede Gas’ regulatory assets are not earning a return, as shown in the schedule below:

	Spire						Laclede Gas
	March 31,		September 30,		March 31,		March 31,		September 30,		March 31,
	2017		2016		2016		2017		2016		2016
Future income taxes due from customers	$	159.7	$	151.3	$	142.3	$	159.7	$	151.3	$	142.3
Pension and postretirement benefit costs	241.0		240.6		211.5		241.0		240.6		211.5
Other	11.8		12.9		13.6		11.8		12.9		13.6
Total Regulatory Assets Not Earning a Return	$	412.5	$	404.8	$	367.4	$	412.5	$	404.8	$	367.4

Like all the Company’s regulatory assets, these regulatory assets are expected to be recovered from customers in future rates. The Company and Laclede Gas expect these items to be recovered over a period not to exceed 15 years, consistent with precedent set by the MoPSC. Alagasco does not have any regulatory assets that are not earning a return.

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FINANCING ARRANGEMENTS AND LONG-TERM DEBT

6 Months Ended

Mar. 31, 2017

Debt Disclosure [Abstract]

FINANCING ARRANGEMENTS AND LONG-TERM DEBT

FINANCING ARRANGEMENTS AND LONG-TERM DEBT

On December 14, 2016, Spire, Laclede Gas, and Alagasco entered into a new syndicated revolving credit facility pursuant to a loan agreement with 11 banks, expiring December 14, 2021. The largest portion provided by a single bank under the line is 12.3%. The loan agreement replaces Spire’s and Laclede Gas’ existing loan agreements dated as of September 3, 2013 and amended September 3, 2014, which were set to expire on September 3, 2019, and Alagasco’s existing loan agreement dated September 2, 2014, which was set to expire September 2, 2019. All three agreements were terminated on December 14, 2016.

The loan agreement has an aggregate credit commitment of $975.0, including sublimits of $300.0 for Spire, $475.0 for Laclede Gas, and $200.0 for Alagasco. These sublimits may be reallocated from time to time among the three borrowers within the $975.0 aggregate commitment. Spire may use its line to provide for the funding needs of various subsidiaries. Spire, Laclede Gas, and Alagasco expect to use the loan agreement for general corporate purposes, including short-term borrowings and letters of credit. The agreement also contains financial covenants limiting each borrower’s consolidated total debt, including short-term debt, to no more than 70% of its total capitalization. As defined in the line of credit, on March 31, 2017, total debt was 57% of total capitalization for the consolidated Company, 49% for Laclede Gas, and 29% for Alagasco.

On December 21, 2016, Spire established a commercial paper program (Program) pursuant to which Spire may issue short-term, unsecured commercial paper notes (Notes). Amounts available under the Program may be borrowed, repaid, and re-borrowed from time to time, with the aggregate face or principal amount of the Notes outstanding under the Program at any time not to exceed $975.0. The Notes may have maturities of up to 365 days from date of issue. The net proceeds of the issuances of the Notes are expected to be used for general corporate purposes, including to provide working capital for both utility and non-utility subsidiaries. As of March 31, 2017, Notes outstanding under the Program totaled $567.4. Of that amount, $282.2 and $109.3 were lent to Laclede Gas and Alagasco, respectively, at Spire’s cost.

In 2014, Spire issued 2.875 million equity units as a portion of the financing of the Alagasco acquisition. The equity units were originally issued at $50 per unit pursuant to the Purchase Contract and Pledge Agreement (purchase contract) dated as of June 11, 2014 between Spire and U.S. Bank National Association, as purchase contract agent, collateral agent, custodial agent and securities intermediary. These units consisted of $143.8 aggregate principal amount of 2014 Series A 2.00% remarketable junior subordinated notes due 2022 (the Junior Notes) and the purchase contract obligating the holder to purchase common shares at a future settlement date (anticipated to be three years in the future and prior to the Junior Notes maturity).

The equity unit investments were effectively replaced as planned in a series of transactions outlined below:

– On February 22, 2017, the selling securityholders (as defined below) agreed to purchase the Junior Notes in connection with the remarketing of the junior subordinated notes that comprised a component of the equity units.

– On the same day, Spire entered two related agreements: (1) a Securities Purchase and Registration Rights Agreement (the SPRRA), among Spire and the several purchasers named therein (the selling securityholders), obligating the selling securityholders to sell the Junior Notes to Spire in exchange for $143.8 aggregate principal amount of Spire’s 3.543% Senior Notes due 2024 (the Senior Notes) and a cash payment, and (2) an underwriting agreement with the selling securityholders and the several underwriters named therein in connection with the public offering of $150.0 aggregate principal amount of Senior Notes consisting of $6.2 principal amount of the Senior Notes issued and sold by Spire and $143.8 principal amount of the Senior Notes sold by the selling securityholders. The SPRRA granted the selling securityholders the right to offer the Senior Notes to the public in secondary public offerings.

– The public offering was completed on February 27, 2017. Spire used its net proceeds from its sale of the Senior Notes to repay short-term debt. Spire did not receive any proceeds from the sale of the Senior Notes by the selling securityholders.

– On April 3, 2017, Spire settled the purchase contracts underlying equity units, by issuing 2.5 million shares of its common stock at a purchase price of $57.3921 per share. Under the contract terms, the equity units were converted to common stock at the rate of 0.8712, with a corresponding adjustment to purchase price. Spire received net cash proceeds of approximately $142.0, which it used to repay short-term debt.

On March 10, 2017, Spire redeemed in full at par its $250.0 floating rate notes due August 15, 2017, plus accrued and unpaid interest.

On March 15, 2017, Spire completed the issuance and sale of $100.0 in aggregate principal amount of Senior Notes due March 15, 2027. The notes bear interest at the rate of 3.93% per annum, payable semi-annually. The notes are senior unsecured obligations of the Company.

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FAIR VALUE OF FINANCIAL INSTRUMENTS

6 Months Ended

Mar. 31, 2017

Fair Value Disclosures [Abstract]

FAIR VALUE OF FINANCIAL INSTRUMENTS

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of cash and cash equivalents and short-term debt approximate fair value due to the short maturity of these instruments. The fair values of long-term debt are estimated based on market prices for similar issues. Refer to Note 6, Fair Value Measurements, for information on financial instruments measured at fair value on a recurring basis.

The carrying amounts and estimated fair values of financial instruments not measured at fair value on a recurring basis are shown below and classified according to the fair value hierarchy. There were no such instruments classified as Level 3 (significant unobservable inputs) as of March 31, 2017, September 30, 2016, or March 31, 2016.

		Classification of Estimated Fair Value
Carrying Amount	Fair Value	Quoted Prices in Active Markets (Level 1)	Significant Observable Inputs (Level 2)

Spire

As of March 31, 2017
Cash and cash equivalents	$	19.6	$	19.6	$	19.6	$	—
Short-term debt	567.4		567.4		—		567.4
Long-term debt	1,925.3		1,993.9		—		1,993.9
As of September 30, 2016
Cash and cash equivalents	$	5.2	$	5.2	$	5.2	$	—
Short-term debt	398.7		398.7		—		398.7
Long-term debt, including current portion	1,820.7		2,257.1		—		2,257.1
As of March 31, 2016
Cash and cash equivalents	$	8.7	$	8.7	$	8.7	$	—
Short-term debt	253.6		253.6		—		253.6
Long-term debt	1,839.3		1,960.4		—		1,960.4

Laclede Gas

As of March 31, 2017
Cash and cash equivalents	$	3.7	$	3.7	$	3.7	$	—
Short-term debt	282.2		282.2		—		282.2
Long-term debt	804.3		870.1		—		870.1
As of September 30, 2016
Cash and cash equivalents	$	2.1	$	2.1	$	2.1	$	—
Short-term debt	243.7		243.7		—		243.7
Long-term debt	804.1		900.4		—		900.4
As of March 31, 2016
Cash and cash equivalents	$	3.8	$	3.8	$	3.8	$	—
Short-term debt	169.6		169.6		—		169.6
Long-term debt	803.7		885.9		—		885.9

Alagasco

					Classification of Estimated Fair Value
	Carrying Amount		Fair Value		Quoted Prices in Active Markets (Level 1)		Significant Observable Inputs (Level 2)
As of March 31, 2017
Short-term debt	109.3		109.3		—		109.3
Long-term debt	$	247.7	$	261.6	$	—	$	261.6
As of September 30, 2016
Short-term debt	$	82.0	$	82.0	$	—	$	82.0
Long-term debt	247.6		275.5		—		275.5
As of March 31, 2016
Cash and cash equivalents	$	2.3	$	2.3	$	2.3	$	—
Short-term debt	41.0		41.0		—		41.0
Long-term debt	247.6		262.7		—		262.7

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FAIR VALUE MEASUREMENTS

6 Months Ended

Mar. 31, 2017

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

The information presented below categorizes the assets and liabilities in the balance sheets that are accounted for at fair value on a recurring basis in periods subsequent to initial recognition.

The mutual funds included in Level 1 are valued based on exchange-quoted market prices of individual securities. The mutual funds included in Level 2 are valued based on the closing net asset value per unit.

Derivative instruments included in Level 1 are valued using quoted market prices on the New York Mercantile Exchange (NYMEX) or the Intercontinental Exchange (ICE). Derivative instruments classified in Level 2 include physical commodity derivatives that are valued using Over-the-Counter Bulletin Board (OTCBB), broker, or dealer quotation services whose prices are derived principally from, or are corroborated by, observable market inputs. Also included in Level 2 are certain derivative instruments that have values that are similar to, and correlate with, quoted prices for exchange-traded instruments in active markets and derivative instruments with settlement dates more than one year into the future. Derivative instruments included in Level 3 are valued using generally unobservable inputs that are based upon the best information available and reflect management’s assumptions about how market participants would price the asset or liability. The Level 3 balances as of March 31, 2017, September 30, 2016 and March 31, 2016 consisted of gas commodity contracts. The Company’s and the Utilities’ policy is to recognize transfers between the levels of the fair value hierarchy, if any, as of the beginning of the interim reporting period in which circumstances change or events occur to cause the transfer.

The mutual funds are included in “Other Investments” on the Company’s balance sheets and in “Other Property and Investments” on Laclede Gas’ balance sheets. Derivative assets and liabilities, including receivables and payables associated with cash margin requirements, are presented net in the balance sheets when a legally enforceable netting agreement exists between the Company, Laclede Gas, or Alagasco and the counterparty to a derivative contract.

Spire

	Quoted Prices in Active Markets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Effects of Netting and Cash Margin Receivables /Payables			Total
As of March 31, 2017
ASSETS
Gas Utility
US stock/bond mutual funds	$	17.7	$	4.1	$	—	$	—		$	21.8
NYMEX/ICE natural gas contracts	4.5		—		—		(1.8		)	2.7
Gasoline and heating oil contracts	0.2		—		—		—			0.2
Subtotal	22.4		4.1		—		(1.8		)	24.7
Gas Marketing
NYMEX/ICE natural gas contracts	1.0		3.6		—		(4.4		)	0.2
Natural gas commodity contracts	—		6.2		0.2		(0.5		)	5.9
Other
Interest rate swaps	—		0.2		—		—			0.2
Total	$	23.4	$	14.1	$	0.2	$	(6.7	)	$	31.0
LIABILITIES
Gas Utility
NYMEX/ICE natural gas contracts	$	0.5	$	—	$	—	$	(0.5	)	$	—
Subtotal	0.5		—		—		(0.5		)	—
Gas Marketing
NYMEX/ICE natural gas contracts	2.1		3.9		—		(6.0		)	—
Natural gas commodity contracts	—		6.5		—		(0.5		)	6.0
Total	$	2.6	$	10.4	$	—	$	(7.0	)	$	6.0

	Quoted Prices in Active Markets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Effects of Netting and Cash Margin Receivables /Payables			Total
As of September 30, 2016
ASSETS
Gas Utility
US stock/bond mutual funds	$	16.8	$	4.1	$	—	$	—		$	20.9
NYMEX/ICE natural gas contracts	5.3		—		—		(0.4		)	4.9
NYMEX gasoline and heating oil contracts	0.4		—		—		(0.3		)	0.1
Subtotal	22.5		4.1		—		(0.7		)	25.9
Gas Marketing
NYMEX/ICE natural gas contracts	0.4		3.4		—		(3.4		)	0.4
Natural gas commodity contracts	—		8.7		0.2		(0.9		)	8.0
Total	$	22.9	$	16.2	$	0.2	$	(5.0	)	$	34.3
LIABILITIES
Gas Utility
NYMEX/ICE natural gas contracts	$	1.6	$	—	$	—	$	(1.6	)	$	—
OTCBB natural gas contracts	—		0.2		—		—			0.2
Subtotal	1.6		0.2		—		(1.6		)	0.2
Gas Marketing
NYMEX/ICE natural gas contracts	3.5		1.6		—		(5.1		)	—
Natural gas commodity contracts	—		2.6		—		(0.9		)	1.7
Other
Interest rate swaps	—		3.0		—		—			3.0
Total	$	5.1	$	7.4	$	—	$	(7.6	)	$	4.9
As of March 31, 2016
ASSETS
Gas Utility
US stock/bond mutual funds	$	16.2	$	4.0	$	—	$	—		$	20.2
NYMEX gasoline and heating oil contracts	0.1		—		—		—			0.1
Subtotal	16.3		4.0		—		—			20.3
Gas Marketing
NYMEX/ICE natural gas contracts	2.0		6.8		—		(5.1		)	3.7
Natural gas commodity contracts	—		7.7		0.2		(0.8		)	7.1
Total	$	18.3	$	18.5	$	0.2	$	(5.9	)	$	31.1
LIABILITIES
Gas Utility
NYMEX/ICE natural gas contracts	$	13.5	$	—	$	—	$	(13.5	)	$	—
OTCBB natural gas contracts	—		6.0		—		—			6.0
NYMEX gasoline and heating oil contracts	0.2		—		—		(0.2		)	—
Subtotal	13.7		6.0		—		(13.7		)	6.0
Gas Marketing
NYMEX/ICE natural gas contracts	2.1		3.4		—		(5.5		)	—
Natural gas commodity contracts	—		3.7		—		(0.8		)	2.9
Other
Interest Rate Swaps	—		1.8		—		—			1.8
Total	$	15.8	$	14.9	$	—	$	(20.0	)	$	10.7

Laclede Gas

	Quoted Prices in Active Markets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Effects of Netting and Cash Margin Receivables /Payables			Total
As of March 31, 2017
ASSETS
US stock/bond mutual funds	$	17.7	$	4.1	$	—	$	—		$	21.8
NYMEX/ICE natural gas contracts	4.5		—		—		(1.8		)	2.7
NYMEX gasoline and heating oil contracts	0.2		—		—		—			0.2
Total	$	22.4	$	4.1	$	—	$	(1.8	)	$	24.7
LIABILITIES
NYMEX/ICE natural gas contracts	$	0.5	$	—	$	—	$	(0.5	)	$	—
Total	$	0.5	$	—	$	—	$	(0.5	)	$	—

As of September 30, 2016
ASSETS
US stock/bond mutual funds	$	16.8	$	4.1	$	—	$	—		$	20.9
NYMEX/ICE natural gas contracts	5.3		—		—		(0.4		)	4.9
NYMEX gasoline and heating oil contracts	0.3		—		—		(0.3		)	—
Total	$	22.4	$	4.1	$	—	$	(0.7	)	$	25.8
LIABILITIES
NYMEX/ICE natural gas contracts	$	1.6	$	—	$	—	$	(1.6	)	$	—
OTCBB natural gas contracts	—		0.2		—		—			0.2
Total	$	1.6	$	0.2	$	—	$	(1.6	)	$	0.2

As of March 31, 2016
ASSETS
US stock/bond mutual funds	$	16.2	$	4.0	$	—	$	—		$	20.2
Total	$	16.2	$	4.0	$	—	$	—		$	20.2
LIABILITIES
NYMEX/ICE natural gas contracts	$	13.5	$	—	$	—	$	(13.5	)	$	—
OTCBB natural gas contracts	—		6.0		—		—			6.0
NYMEX gasoline and heating oil contracts	0.2		—		—		(0.2		)	—
Total	$	13.7	$	6.0	$	—	$	(13.7	)	$	6.0

Alagasco

During the fiscal second quarter of 2016 Alagasco commenced a gasoline derivative program to stabilize the cost of fuel used in operations. As of March 31, 2017, September 30, 2016, and March 31, 2016, the fair value of related gasoline contracts was not significant.

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CONCENTRATIONS OF CREDIT RISK

6 Months Ended

Mar. 31, 2017

Risks and Uncertainties [Abstract]

CONCENTRATION OF CREDIT RISK

CONCENTRATIONS OF CREDIT RISK

Other than in Spire Marketing, Spire has no significant concentrations of credit risk.

A significant portion of Spire Marketing’s transactions are with (or are associated with) energy producers, utility companies, and pipelines. The concentration of transactions with these counterparties has the potential to affect the Company’s overall exposure to credit risk, either positively or negatively, in that each of these three groups may be affected similarly by changes in economic, industry, or other conditions. To manage this risk, as well as credit risk from significant counterparties in these and other industries, Spire Marketing has established procedures to determine the creditworthiness of its counterparties. These procedures include obtaining credit ratings and credit reports, analyzing counterparty financial statements to assess financial condition, and considering the industry environment in which the counterparty operates. This information is monitored on an ongoing basis. In some instances, Spire Marketing may require credit assurances such as prepayments, letters of credit, or parental guarantees. In addition, they may enter into netting arrangements to mitigate credit risk with counterparties in the energy industry with whom Spire Marketing conducts both sales and purchases of natural gas. Sales are typically made on an unsecured credit basis with payment due the month following delivery. Accounts receivable amounts are closely monitored and provisions for uncollectible amounts are accrued when losses are probable. Spire Marketing records accounts receivable, accounts payable, and prepayments for physical sales and purchases of natural gas on a gross basis. The amount included in its accounts receivable attributable to energy producers and their marketing affiliates totaled $15.1 at March 31, 2017 ($8.8 reflecting netting arrangements). Spire Marketing’s accounts receivable attributable to utility companies and their marketing affiliates were $53.4 at March 31, 2017 ($50.0 reflecting netting arrangements).

Spire Marketing also has concentrations of credit risk with certain individually significant counterparties and with pipeline companies associated with its natural gas receivable amounts. At March 31, 2017, the amounts included in accounts receivable from its five largest counterparties (in terms of net accounts receivable exposure) totaled $30.0 ($27.7 reflecting netting arrangements). Four of these five counterparties are investment-grade rated companies. The fifth is not rated.

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PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

6 Months Ended

Mar. 31, 2017

Defined Contribution Pension and Other Postretirement Plans Disclosure [Abstract]

PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

Pension Plans

The pension plans of Spire consist of plans for employees at the Missouri Utilities, plans covering employees of Alagasco, and plans for employees of EnergySouth since September 12, 2016.

The Missouri Utilities have non-contributory, defined benefit, trusteed forms of pension plans covering the majority of their employees. Plan assets consist primarily of corporate and United States (US) government obligations and a growth segment consisting of exposure to equity markets, commodities, real estate and inflation-indexed securities, achieved through derivative instruments.

Alagasco has non-contributory, defined benefit, trusteed forms of pension plans covering the majority of its employees. Qualified plan assets are comprised of US equities consisting of mutual and commingled funds with varying strategies, global equities consisting of mutual funds, alternative investments of commingled and mutual funds, and fixed income investments.

The net periodic pension cost included the following components:

	Three Months Ended March 31,						Six Months Ended March 31,
	2017			2016			2017			2016
Spire
Service cost – benefits earned during the period	$	5.2		$	3.8		$	10.5		$	7.7
Interest cost on projected benefit obligation	6.9			7.0			13.8			14.1
Expected return on plan assets	(9.7		)	(8.8		)	(19.6		)	(17.7		)
Amortization of prior service cost	0.3			0.1			0.5			0.2
Amortization of actuarial loss	3.2			2.0			6.6			4.0
Loss (gain) on lump-sum settlements	11.9			(2.2		)	11.9			(2.2		)
Special termination benefits	—			—			—			1.6
Subtotal	17.8			1.9			23.7			7.7
Regulatory adjustment	(7.4		)	6.1			(2.8		)	11.1
Net pension cost	$	10.4		$	8.0		$	20.9		$	18.8

Laclede Gas
Service cost – benefits earned during the period	$	3.3		$	2.5		$	6.6		$	5.0
Interest cost on projected benefit obligation	4.9			5.4			9.7			10.8
Expected return on plan assets	(7.1		)	(6.7		)	(14.4		)	(13.4		)
Amortization of prior service cost	0.3			0.1			0.5			0.2
Amortization of actuarial loss	2.8			2.0			5.7			4.0
Loss on lump-sum settlements	11.5			—			11.5			—
Special termination benefits	—			—			—			1.6
Subtotal	15.7			3.3			19.6			8.2
Regulatory adjustment	(8.6		)	2.3			(5.8		)	5.8
Net pension cost	$	7.1		$	5.6		$	13.8		$	14.0

Alagasco
Service cost – benefits earned during the period	$	1.5		$	1.3		$	3.1		$	2.7
Interest cost on projected benefit obligation	1.5			1.6			3.0			3.3
Expected return on plan assets	(1.8		)	(2.1		)	(3.6		)	(4.3		)
Amortization of actuarial loss	0.4			—			0.9			—
Loss (gain) on lump-sum settlements	0.4			(2.2		)	0.4			(2.2		)
Subtotal	2.0			(1.4		)	3.8			(0.5		)
Regulatory adjustment	1.1			3.8			2.7			5.3
Net pension cost	$	3.1		$	2.4		$	6.5		$	4.8

Pursuant to the provisions of the Missouri Utilities’ and Alagasco’s pension plans, pension obligations may be satisfied by monthly annuities, lump-sum cash payments, or special termination benefits. Lump-sum payments are recognized as settlements (which can result in gains or losses) only if the total of such payments exceeds 100% of the sum of service and interest costs in a specific year. Special termination benefits, when offered, are also recognized as settlements which can result in gains or losses. In the quarter ended March 31, 2017, the Laclede Gas plan and one of the Alagasco plans met the criteria for settlement recognition, resulting in the remeasurement of the obligation of the plans using updated census data and assumptions for discount and mortality. The total lump-sum payments recognized as settlements for plan remeasurement were $36.3 and $1.9 for the Laclede plan and Alagasco plan, respectively. The lump-sum settlements resulted in losses of $11.5 and $0.4 for the Laclede plan and Alagasco plan, respectively. In the quarter ended March 31, 2016, an Alagasco plan met the criteria for settlement recognition. The lump-sum payments recognized as settlements for the Alagasco remeasurement were $11.8. The lump-sum settlement resulted in a gain of $2.2. In the quarter ended December 31, 2015, the Laclede Gas pension plans provided qualified employees with voluntary early retirement packages that qualified as special termination benefits, resulting in a charge of $1.6. All gains and losses on lump-sum settlements were recorded with a regulatory adjustment and did not impact income.

The funding policy of the Utilities is to contribute an amount not less than the minimum required by government funding standards, nor more than the maximum deductible amount for federal income tax purposes. Fiscal year 2017 contributions to Laclede Gas’ pension plans through March 31, 2017 were $12.3 to the qualified trusts and $0.1 to non-qualified plans. There were no fiscal 2017 contributions to the Alagasco pension plans through March 31, 2017.

Contributions to the Missouri Utilities’ pension plans for the remainder of fiscal 2017 are anticipated to be $16.7 to the qualified trusts and $0.5 to the non-qualified plans. No contributions to Alagasco’s pension plans are expected to be required for the remainder of fiscal 2017.

Postretirement Benefits

The Utilities provide certain life insurance benefits at retirement. Laclede Gas plans provide for medical insurance after early retirement until age 65. For retirements prior to January 1, 2015, the MGE plans provided medical insurance after retirement until death. For retirements after January 1, 2015, the MGE plans provide medical insurance after early retirement until age 65. Under the Alagasco plans, medical insurance is currently available upon retirement until death for certain retirees depending on the type of employee and the date the employee was originally hired.

Net periodic postretirement benefit cost for the Company consisted of the following components:

	Three Months Ended March 31,						Six Months Ended March 31,
	2017			2016			2017			2016
Spire
Service cost – benefits earned during the period	$	2.7		$	2.7		$	5.5		$	5.5
Interest cost on accumulated postretirement benefit obligation	2.2			2.5			4.3			5.0
Expected return on plan assets	(3.4		)	(3.4		)	(6.8		)	(6.8		)
Amortization of prior service credit	—			—			—			0.1
Amortization of actuarial loss	0.6			0.9			1.2			1.8
Special termination benefits	—			—			—			2.6
Subtotal	2.1			2.7			4.2			8.2
Regulatory adjustment	(0.8		)	(1.7		)	(1.6		)	(5.9		)
Net postretirement benefit cost	$	1.3		$	1.0		$	2.6		$	2.3

Laclede Gas
Service cost – benefits earned during the period	$	2.6		$	2.6		$	5.2		$	5.3
Interest cost on accumulated postretirement benefit obligation	1.7			2.0			3.4			4.0
Expected return on plan assets	(2.2		)	(2.2		)	(4.5		)	(4.3		)
Amortization of prior service credit	—			—			0.1			0.1
Amortization of actuarial loss	0.7			0.9			1.3			1.9
Special termination benefits	—			—			—			2.6
Subtotal	2.8			3.3			5.5			9.6
Regulatory adjustment	(0.3		)	(1.2		)	(0.7		)	(5.0		)
Net postretirement benefit cost	$	2.5		$	2.1		$	4.8		$	4.6

Alagasco
Service cost – benefits earned during the period	$	0.1		$	0.1		$	0.2		$	0.2
Interest cost on accumulated postretirement benefit obligation	0.4			0.5			0.8			1.0
Expected return on plan assets	(1.1		)	(1.2		)	(2.2		)	(2.5		)
Amortization of prior service credit	—			—			(0.1		)	—
Amortization of actuarial gain	(0.1		)	—			(0.1		)	(0.1		)
Subtotal	(0.7		)	(0.6		)	(1.4		)	(1.4		)
Regulatory adjustment	(0.5		)	(0.5		)	(0.9		)	(0.9		)
Net postretirement benefit income	$	(1.2	)	$	(1.1	)	$	(2.3	)	$	(2.3	)

Missouri and Alabama state law provides for the recovery in rates of costs accrued pursuant to GAAP provided that such costs are funded through an independent, external funding mechanism. The Utilities have established Voluntary Employees’ Beneficiary Association (VEBA) and Rabbi Trusts as external funding mechanisms. The assets of the VEBA and Rabbi Trusts consist primarily of money market securities and mutual funds invested in stocks and bonds. During the quarter ended December 31, 2015, the Laclede Gas postretirement plan offered qualified employees voluntary enhanced early retirement packages that resulted in a special termination benefits charge of $2.6.

The Utilities’ funding policy is to contribute amounts to the trusts equal to the periodic benefit cost calculated pursuant to GAAP as recovered in rates. Year-to-date contributions to the postretirement plans through March 31, 2017 totaled $6.2 for the Missouri Utilities. Contributions to the postretirement plans for the remainder of fiscal year 2017 are anticipated to be $4.1 to the qualified trusts and $0.4 paid directly to participants from the Missouri Utilities’ funds. For Alagasco, there were no contributions to the postretirement plans during the six months of fiscal year 2017, and none are expected to be required for the remainder of the fiscal year.

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INFORMATION BY OPERATING SEGMENT

6 Months Ended

Mar. 31, 2017

Segment Reporting [Abstract]

INFORMATION BY OPERATING SEGMENT

INFORMATION BY OPERATING SEGMENT

The Company has two reportable segments: Gas Utility and Gas Marketing. The Gas Utility segment is the aggregation of the regulated operations of the Utilities. The Gas Marketing segment includes the results of Spire Marketing, a subsidiary engaged in the non-regulated marketing of natural gas and related activities, including utilizing natural gas storage contracts for providing natural gas sales. In addition, other non-utility activities of the Company include:

• unallocated corporate costs, including certain debt and associated interest costs;

• Spire STL Pipeline LLC, a subsidiary of Spire planning construction of a proposed 65-mile Federal Energy Regulatory Commission (FERC)-regulated pipeline to deliver natural gas into eastern Missouri; and

• Spire’s subsidiaries engaged in the operation of a propane pipeline, compression of natural gas and risk management, among other activities. All subsidiaries are wholly owned.

Accounting policies are described in Note 1, Summary of Significant Accounting Policies. Intersegment transactions include sales of natural gas from Spire Marketing to Laclede Gas and from Laclede Gas to Spire Marketing, insurance services provided by Laclede Insurance Risk Services to Laclede Gas, and propane transportation services provided by Laclede Pipeline Company to Laclede Gas.

Management evaluates the performance of the operating segments based on the computation of net economic earnings. Net economic earnings exclude from reported net income the after-tax impacts of net unrealized gains and losses and other timing differences associated with energy-related transactions. Net economic earnings also exclude the after-tax impacts related to acquisition, divestiture, and restructuring activities.

	Gas Utility		Gas Marketing			Other			Eliminations			Consolidated
Three Months Ended March 31, 2017
Operating Revenues:
Revenues from external customers	$	641.1	$	22.2		$	0.1		$	—		$	663.4
Intersegment revenues	2.6		—			1.7			(4.3		)	—
Total Operating Revenues	643.7		22.2			1.8			(4.3		)	663.4
Operating Expenses:
Gas Utility
Natural and propane gas	275.6		—			—			(21.3		)	254.3
Operation and maintenance	99.3		—			—			(0.9		)	98.4
Depreciation and amortization	37.9		—			—			—			37.9
Taxes, other than income taxes	48.3		—			—			—			48.3
Total Gas Utility Operating Expenses	461.1		—			—			(22.2		)	438.9
Gas Marketing and Other	—		23.9			2.3			17.9			44.1
Total Operating Expenses	461.1		23.9			2.3			(4.3		)	483.0
Operating Income (Loss)	$	182.6	$	(1.7	)	$	(0.5	)	$	—		$	180.4
Net Economic Earnings (Loss)	$	112.2	$	—		$	(3.2	)	$	—		$	109.0
Three Months Ended March 31, 2016
Operating Revenues:
Revenues from external customers	$	611.5	$	(2.6	)	$	0.4		$	—		$	609.3
Intersegment revenues	1.2		10.6			0.5			(12.3		)	—
Total Operating Revenues	612.7		8.0			0.9			(12.3		)	609.3
Operating Expenses:
Gas Utility
Natural and propane gas	273.0		—			—			(11.9		)	261.1
Operation and maintenance	94.6		—			—			(0.3		)	94.3
Depreciation and amortization	33.8		—			—			—			33.8
Taxes, other than income taxes	43.9		—			—			—			43.9
Total Gas Utility Operating Expenses	445.3		—			—			(12.2		)	433.1
Gas Marketing and Other	—		5.5			3.1			(0.1		)	8.5
Total Operating Expenses	445.3		5.5			3.1			(12.3		)	441.6
Operating Income (Loss)	$	167.4	$	2.5		$	(2.2	)	$	—		$	167.7
Net Economic Earnings (Loss)	$	102.5	$	3.0		$	(2.0	)	$	—		$	103.5

	Gas Utility		Gas Marketing			Other			Eliminations			Consolidated
Six Months Ended March 31, 2017
Operating Revenues:
Revenues from external customers	$	1,113.4	$	43.9		$	1.2		$	—		$	1,158.5
Intersegment revenues	7.0		—			2.4			(9.4		)	—
Total Operating Revenues	1,120.4		43.9			3.6			(9.4		)	1,158.5
Operating Expenses:
Gas Utility
Natural and propane gas	490.1		—			—			(42.0		)	448.1
Operation and maintenance	199.8		—			—			(2.0		)	197.8
Depreciation and amortization	75.6		—			—			—			75.6
Taxes, other than income taxes	81.7		—			—			—			81.7
Total Gas Utility Operating Expenses	847.2		—			—			(44.0		)	803.2
Gas Marketing and Other	—		46.9			4.3			34.6			85.8
Total Operating Expenses	847.2		46.9			4.3			(9.4		)	889.0
Operating Income (Loss)	$	273.2	$	(3.0	)	$	(0.7	)	$	—		$	269.5
Net Economic Earnings (Loss)	$	164.0	$	1.4		$	(8.9	)	$	—		$	156.5
Six Months Ended March 31, 2016
Operating Revenues:
Revenues from external customers	$	1,010.3	$	(2.4	)	$	0.8		$	—		$	1,008.7
Intersegment revenues	1.9		23.2			0.9			(26.0		)	—
Total Operating Revenues	1,012.2		20.8			1.7			(26.0		)	1,008.7
Operating Expenses:
Gas Utility
Natural and propane gas	434.9		—			—			(25.3		)	409.6
Operation and maintenance	186.5		—			—			(0.6		)	185.9
Depreciation and amortization	67.3		—			—			—			67.3
Taxes, other than income taxes	72.1		—			—			—			72.1
Total Gas Utility Operating Expenses	760.8		—			—			(25.9		)	734.9
Gas Marketing and Other	—		14.5			4.7			(0.1		)	19.1
Total Operating Expenses	760.8		14.5			4.7			(26.0		)	754.0
Operating Income (Loss)	$	251.4	$	6.3		$	(3.0	)	$	—		$	254.7
Net Economic Earnings (Loss)	$	152.5	$	2.7		$	(6.6	)	$	—		$	148.6

The Company’s total assets by segment were as follows:

	March 31,			September 30,			March 31,
	2017			2016			2016
Total Assets:
Gas Utility	$	5,290.8		$	5,184.7		$	4,680.2
Gas Marketing	218.2			205.0			156.5
Other	2,199.1			1,836.6			1,516.5
Eliminations	(1,451.4		)	(1,161.9		)	(1,045.7		)
Total Assets	$	6,256.7		$	6,064.4		$	5,307.5

The following table reconciles the Company’s net economic earnings to net income.

	Three Months Ended March 31,						Six Months Ended March 31,
	2017			2016			2017			2016
Net Income	$	108.0		$	100.8		$	153.2		$	147.7
Adjustments, pre-tax:
Unrealized loss (gain) on energy-related derivative contracts	1.6			2.9			5.4			(2.0		)
Lower of cost or market inventory adjustments	0.1			0.1			—			0.7
Realized gain on economic hedges prior to sale of the physical commodity	(0.1		)	(0.5		)	(0.2		)	(0.6		)
Acquisition, divestiture and restructuring activities	0.1			2.0			0.2			3.3
Income tax effect of adjustments	(0.7		)	(1.8		)	(2.1		)	(0.5		)
Net Economic Earnings	$	109.0		$	103.5		$	156.5		$	148.6

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COMMITMENTS AND CONTINGENCIES

6 Months Ended

Mar. 31, 2017

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

Commitments

The Company and the Utilities have entered into contracts with various counterparties, expiring on dates through 2031, for the storage, transportation, and supply of natural gas. Minimum payments required under the contracts in place at March 31, 2017 are estimated at approximately $1,484.8, $587.4, and $315.7 for the Company, Laclede Gas, and Alagasco, respectively. Additional contracts are generally entered into prior to or during the heating season of November through April. The Utilities recover their costs from customers in accordance with their PGA clauses or GSA riders.

Contingencies

The Company and Utilities account for environmental liabilities and other contingencies in accordance with accounting standards under the loss contingency guidance of ASC Topic 450, “Contingencies,” when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

The Company and the Utilities own and operate natural gas distribution, transmission, and storage facilities, the operations of which are subject to various environmental laws, regulations, and interpretations. While environmental issues resulting from such operations arise in the ordinary course of business, such issues have not materially affected the Company’s or Utilities’ financial position and results of operations. As environmental laws, regulations, and their interpretations change, the Company or the Utilities may incur additional environmental liabilities that may result in additional costs, which may be material.

In addition to matters noted below, the Company, Laclede Gas, and Alagasco are involved in other litigation, claims, and investigations arising in the normal course of business. Management, after discussion with counsel, believes that the final outcome will not have a material effect on the consolidated statements of income, balance sheets, and statements of cash flows of the Company, Laclede Gas, or Alagasco. However, there is uncertainty in the valuation of pending claims and prediction of litigation results.

In the natural gas industry, many gas distribution companies have incurred environmental liabilities associated with sites they or their predecessor companies formerly owned or operated where manufactured gas operations took place. The Utilities each have former manufactured gas plant (MGP) operations in their respective service territories.

Laclede Gas

Laclede Gas has identified four former MGP sites in eastern Missouri where costs have been incurred and claims have been asserted: one in Shrewsbury, Missouri and three in the city of St. Louis, Missouri (City). Laclede Gas has enrolled two of the sites in the City in the Missouri Department of Natural Resources Brownfields/Voluntary Cleanup Program (BVCP). The third site in the City is the result of a new claim assertion by the United States Environmental Protection Agency (EPA) and such claim is currently being investigated. In Laclede Gas’ western service area, MGE has enrolled all of its owned former manufactured gas plant sites in the BVCP.

With regard to the former MGP site located in Shrewsbury, Missouri, Laclede Gas and state and federal environmental regulators agreed upon certain remedial actions to a portion of the site in a 1999 Administrative Order on Consent (AOC), which actions have been completed. On September 22, 2008, the EPA Region VII issued a letter of Termination and Satisfaction terminating the AOC. However, if after this termination of the AOC, regulators require additional remedial actions, or additional claims are asserted, Laclede Gas may incur additional costs.

In conjunction with redevelopment of one of the sites located in the City, Laclede Gas and another former owner of the site entered into an agreement (Remediation Agreement) with the City development agencies, the developer, and an environmental consultant that obligates one of the City agencies and the environmental consultant to remediate the site and obtain a No Further Action letter from the Missouri Department of Natural Resources (MDNR). The Remediation Agreement also provides for a release of Laclede Gas and the other former site owner from certain liabilities related to the past and current environmental condition of the site and requires the developer and the environmental consultant to maintain certain insurance coverage, including remediation cost containment, premises pollution liability, and professional liability. The operative provisions of the Remediation Agreement were triggered on December 20, 2010, on which date Laclede Gas and the other former site owner, as full consideration under the Remediation Agreement, paid a small percentage of the cost of remediation of the site. The amount paid by Laclede Gas did not materially impact the financial condition, results of operations, or cash flows of the Company.

Laclede Gas has not owned the second site located in the City for many years. In a letter dated June 29, 2011, the Attorney General for the state of Missouri informed Laclede Gas that the MDNR had completed an investigation of the site. The Attorney General requested that Laclede Gas participate in the follow up investigations of the site. In a letter dated January 10, 2012, Laclede Gas stated that it would participate in future environmental response activities at the site in conjunction with other potentially responsible parties (PRPs) that are willing to contribute to such efforts in a meaningful and equitable fashion. Accordingly, Laclede Gas entered into a cost sharing agreement for remedial investigation with other PRPs. Pending MDNR approval, which has not occurred to date, the remedial investigation of the site will begin.

Additionally, in correspondence dated November 30, 2016, Region 7 of the EPA has asserted that Laclede Gas is liable under Section 107(a) of the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA) for alleged coal gas waste contamination at a third site in the northern portion of the City on which Laclede Gas operated a manufactured gas plant. Laclede Gas has not owned or operated the site (also known as Station “B”) for over 70 years. Laclede Gas and the site owner have met with the EPA and reviewed its assertions. Both Laclede and the site owner have notified EPA that the information and data provided by EPA to date does not rise to the level of documenting a threat to the public health or environment. As such, Laclede Gas is requesting more information from the EPA, some of which will also be utilized to identify other former owners and operators of the site that could be added as PRPs.

Laclede Gas has notified its insurers that it seeks reimbursement for costs incurred in the past and future potential liabilities associated with the MGP sites. While some of the insurers have denied coverage and reserved their rights, Laclede Gas continues to discuss potential reimbursements with them.

On March 10, 2015, Laclede Gas received a Section 104(e) information request from EPA Region 7 regarding the former Thompson Chemical/Superior Solvents site in the City. In turn, Laclede Gas issued a Freedom of Information Act (FOIA) request to the EPA on April 3, 2015, in an effort to identify the basis of the inquiry. The FOIA response from the EPA was received on July 15, 2015 and a response was provided to the EPA on August 15, 2015. Laclede Gas has received no further inquiry from the EPA regarding this matter.

MGE has seven owned MGP sites enrolled in the BVCP, including Joplin MGP #1, St. Joseph MGP #1, Kansas City Coal Gas Station B, Kansas City Station A Railroad area, Kansas City Coal Gas Station A North, Kansas City Coal Gas Station A South, and Independence MGP #2. Source removal has been conducted at all of the owned sites since 2003 with the exception of Joplin. On September 15, 2016, a request was made with the MDNR for a restrictive covenant use limitation with respect to Joplin. Remediation efforts at the seven sites are at various stages of completion, ranging from groundwater monitoring and sampling following source removal activities to the aforementioned request in respect to Joplin. As part of its participation in the BVCP, MGE communicates regularly with the MDNR with respect to its remediation efforts and monitoring activities at these sites. On May 11, 2015, MDNR approved the next phase of investigation at the Kansas City Station A North and Railroad areas.

To date, costs incurred for all Missouri Utilities’ MGP sites for investigation, remediation and monitoring these sites have not been material. However, the amount of costs relative to future remedial actions at these and other sites is unknown and may be material. The actual future costs that Laclede Gas may incur could be materially higher or lower depending upon several factors, including whether remediation actions will be required, final selection and regulatory approval of any remedial actions, changing technologies and government regulations, the ultimate ability of other PRPs to pay, the successful completion of remediation efforts required by the Remediation Agreement described above, and any insurance recoveries.

In 2013, Laclede Gas retained an outside consultant to conduct probabilistic cost modeling of 19 former MGP sites owned or operated by Laclede Gas in eastern Missouri or MGE in western Missouri. The purpose of this analysis was to develop an estimated range of probabilistic future liability for each site. That analysis, completed in August 2014, provided a range of demonstrated possible future expenditures to investigate, monitor and remediate all 19 MGP sites. Laclede Gas has recorded its best estimate of the probable expenditures that relate to these matters. The amount is not material.

Costs associated with environmental remediation activities are accrued when such costs are probable and reasonably estimable. To the extent such costs (less any amounts received from insurance proceeds or as contributions from other PRPs), are incurred prior to a rate case, Laclede Gas would request from the MoPSC authority to defer such costs and collect them in the next rate case. Laclede Gas and the Company do not expect potential liabilities that may arise from remediating these sites to have a material impact on their future financial condition or results of operations.

Alagasco

Alagasco is in the chain of title of nine former MGP sites, four of which it still owns, and five former manufactured gas distribution sites, one of which it still owns. As of March 31, 2017, Alagasco does not foresee a probable or reasonably estimable loss associated with these nine former MGP sites. Alagasco and the Company do not expect potential liabilities that may arise from remediating these sites to have a material impact on their future financial condition or results of operations.

In 2012, Alagasco responded to an EPA Request for Information Pursuant to Section 104 of CERCLA relating to the 35th Avenue Superfund Site located in North Birmingham, Jefferson County, Alabama. Alagasco was identified as a PRP under CERCLA for the cleanup of the site or costs the EPA incurs in cleaning up the site. At this point, Alagasco has not been provided information that would allow it to determine the extent, if any, of its potential liability with respect to the 35th Avenue Superfund Site and vigorously denies its inclusion as a PRP.

On December 17, 2013, an incident occurred at a Housing Authority apartment complex in Birmingham, Alabama that resulted in one fatality, personal injuries and property damage. Alagasco cooperated with the National Transportation Safety Board (NTSB) which investigated the incident. The NTSB report of findings was issued on March 30, 2016 and no safety recommendations, fines, or penalties were contained therein. Alagasco has been named as a defendant in several lawsuits arising from the incident, and additional lawsuits and claims may be filed against Alagasco.

Mobile Gas

Mobile Gas is in the chain of title of one former MGP site which it still owns in Mobile, Alabama. On September 15, 2010, Mobile Gas filed an application to enroll the site into the Alabama Department of Environmental Management’s (ADEM) Voluntary Cleanup Program (VCP). This application was accepted by ADEM on November 16, 2010. Investigation and testing have been completed. As of September 30, 2016, Mobile Gas has an approved remediation plan from ADEM which is currently in the process of being executed. Mobile Gas and the Company do not expect potential liabilities that may arise from remediating this site to have a material impact on their future financial condition or results of operations.

Since April 2012, a total of 14 lawsuits have been filed against Mobile Gas in Mobile County Circuit Court alleging that in the first half of 2008, Mobile Gas spilled tert-butyl mercaptan, an odorant added to natural gas for safety reasons, in Eight Mile, Alabama. Eleven of the lawsuits have been settled. The remaining three lawsuits, which include approximately 270 individual plaintiffs, allege nuisance, fraud and negligence causes of actions, and seek unspecified compensatory and punitive damages. A claim has been made against the insurance carriers for Mobile Gas requesting reimbursement for costs accrued in respect to this spill, and a related receivable has been recorded. Mobile Gas and the Company do not expect potential liabilities that may arise from these lawsuits to have a material impact on their future financial condition or results of operations.

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SUBSEQUENT EVENTS

6 Months Ended

Mar. 31, 2017

Subsequent Events [Abstract]

Subsequent Events

SUBSEQUENT EVENTS

On April 3, 2017, Spire settled the purchase contracts underlying its 2.875 million equity units, by issuing 2.5 million shares of its common stock at a purchase price of $57.3921 per share. Fractional shares were settled in cash at $67.50 per share. The equity units were originally issued at $50 per unit pursuant to the Purchase Contract and Pledge Agreement dated as of June 11, 2014 between Spire and U.S. Bank National Association, as purchase contract agent, collateral agent, custodial agent and securities intermediary. Under the contract terms, the equity units were converted to common stock at the rate of 0.8712, with a corresponding adjustment to purchase price. Spire received net cash proceeds of approximately $142.0, which it used to repay short-term debt.

On April 11, 2017, Laclede Gas’ eastern and western Missouri service territories each filed a general rate case with the MoPSC, representing net base rate increases of $28.5 and $37.0, respectively. No procedural schedule has been set, but Missouri statutes require the MoPSC to review and make new rates effective within 11 months of the filing.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Mar. 31, 2017

Accounting Policies [Abstract]

BASIS OF PRESENTATION

BASIS OF PRESENTATION –These notes are an integral part of the accompanying unaudited financial statements of Spire Inc. (Spire or the Company), as well as Laclede Gas Company (Laclede Gas or the Missouri Utilities) and Alabama Gas Corporation (Alagasco). Laclede Gas, which includes the operations of Missouri Gas Energy (MGE), and Alagasco are wholly owned subsidiaries of the Company. Laclede Gas, Alagasco and the subsidiaries of EnergySouth, Inc. (EnergySouth) are collectively referred to as the Utilities. The subsidiaries of EnergySouth are Mobile Gas Service Corporation (Mobile Gas) and Willmut Gas & Oil Company (Willmut Gas).

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information with the instructions to Form 10-Q and Rule 10-01 of Regulation S‑X. Accordingly, they do not include all of the disclosures required for complete financial statements. In the opinion of management, the accompanying unaudited financial statements include all adjustments (consisting of only normal recurring adjustments) necessary for the fair presentation of the results of operations for the periods presented. This Form 10-Q should be read in conjunction with the Notes to Financial Statements contained in Spire’s, Laclede Gas’, and Alagasco’s Annual Reports on Form 10-K for the fiscal year ended September 30, 2016.

The consolidated financial position, results of operations, and cash flows of Spire are primarily derived from the financial position, results of operations, and cash flows of the Utilities. In compliance with GAAP, transactions between Laclede Gas and Alagasco and their affiliates, as well as intercompany balances on their balance sheets, have not been eliminated from their separate financial statements. Results of operations of EnergySouth are included in Spire’s results of operations since the September 12, 2016 acquisition and impact the comparability of financial statement periods presented for the Company.

GOODWILL

GOODWILL – Goodwill is measured as the excess of the acquisition-date fair value of the consideration transferred over the amount of acquisition-date identifiable assets acquired net of assumed liabilities.

REVENUE RECOGNITION

REVENUE RECOGNITION – The Utilities read meters and bill customers on monthly cycles. The Missouri Utilities record their gas utility revenues from gas sales and transportation services on an accrual basis that includes estimated amounts for gas delivered but not yet billed. The accruals for unbilled revenues are reversed in the subsequent accounting period when meters are actually read and customers are billed. The amounts of accrued unbilled revenues for Laclede Gas at March 31, 2017, September 30, 2016, and March 31, 2016 were $66.7, $26.1, and $57.4, respectively.

Alagasco records natural gas distribution revenues in accordance with the tariff established by the Alabama Public Service Commission (APSC). Unbilled revenues for Alagasco, which are not recorded as revenue until billed, at March 31, 2017, September 30, 2016, and March 31, 2016 were $13.5, $5.9, and $14.9, respectively.

The subsidiaries of EnergySouth record natural gas revenues in accordance with tariffs established by the APSC and the Mississippi Public Service Commission (MSPSC). Their unbilled revenues are accrued as described for Laclede Gas above.

Spire’s other subsidiaries, including Spire Marketing, record revenues when earned, either when the product is delivered or when services are performed.

In the course of its business, Spire Marketing enters into commitments associated with the purchase or sale of natural gas. Certain of their derivative natural gas contracts are designated as normal purchases or normal sales and, as such, are excluded from the scope of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 815, “Derivatives and Hedging.” Those contracts are accounted for as executory contracts and recorded on an accrual basis. Revenues and expenses from such contracts are recorded using a gross presentation. Contracts not designated as normal purchases or normal sales are recorded as derivatives with changes in fair value recognized in earnings in the periods prior to physical delivery. Certain of Spire Marketing’s wholesale purchase and sale transactions are classified as trading activities for financial reporting purposes. Under GAAP, revenues and expenses associated with trading activities are presented on a net basis in Gas Marketing Operating Revenues in the Condensed Consolidated Statements of Income. This net presentation has no effect on operating income or net income.

GROSS RECEIPTS TAXES

GROSS RECEIPTS TAXES – Gross receipts taxes associated with the Company’s natural gas utility services are imposed on the Utilities and billed to their customers. The revenue and expense amounts are recorded gross in the “Operating Revenues” and “Taxes, other than income taxes” lines, respectively, in the statements of income.

REGULATED OPERATIONS

REGULATED OPERATIONS –The Utilities account for their regulated operations in accordance with FASB ASC Topic 980, “Regulated Operations.” This topic sets forth the application of GAAP for those companies whose rates are established by or are subject to approval by an independent third-party regulator. The provisions of this accounting guidance require, among other things, that financial statements of a regulated enterprise reflect the actions of regulators, where appropriate. These actions may result in the recognition of revenues and expenses in time periods that are different than non-regulated enterprises. When this occurs, costs are deferred as assets in the balance sheet (regulatory assets) and recorded as expenses when those amounts are reflected in rates. In addition, regulators can impose liabilities upon a regulated company for amounts previously collected from customers and for recovery of costs that are expected to be incurred in the future (regulatory liabilities). Management believes that the current regulatory environment supports the continued use of these regulatory accounting principles and that all regulatory assets and regulatory liabilities are recoverable or refundable through the regulatory process.

As authorized by the Missouri Public Service Commission (MoPSC), MSPSC and APSC, the Purchased Gas Adjustment (PGA) clauses and Gas Supply Adjustment (GSA) riders allow the Utilities to pass through to customers the cost of purchased gas supplies. Regulatory assets and liabilities related to the PGA clauses and the GSA rider are both labeled Unamortized Purchased Gas Adjustments herein. See additional information about regulatory assets and liabilities in Note 3, Regulatory Matters.

NEW ACCOUNTING PRONOUNCEMENTS

NEW ACCOUNTING PRONOUNCEMENTS – In April 2015, the FASB issued Accounting Standards Update (ASU) No. 2015-03, Interest – Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs. Under prior GAAP, debt issuance costs were recorded as a deferred charge (asset), while debt discount and debt premium costs were recorded as a liability adjustment. This amendment requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. Spire, Laclede Gas and Alagasco adopted this ASU as of December 31, 2016. Retrospective adjustments have been made to the previous year balance sheets as of September 30, 2016 and March 31, 2016. The amounts reclassified from other deferred charges to reduce long-term debt are shown in the following table. The ASU does not address the presentation of debt issuance costs related to line-of-credit arrangements, and those continue to be reported as deferred charges.

	March 31, 2017		September 30, 2016		March 31, 2016
Spire	$	14.8	$	13.0	$	12.3
Laclede Gas	4.1		4.2		4.5
Alagasco	2.3		2.4		2.4

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. Under the new standard, an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies may need to use more judgment and make more estimates than under current guidance. ASU No. 2014-09 also requires disclosures that will enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Entities have the option of using either a full retrospective or modified retrospective approach to adopting this guidance. In August 2015, the FASB issued ASU No. 2015-14, which made the guidance in ASU No. 2014-09 effective for fiscal years beginning after December 15, 2017 and interim periods within those years. In 2016, the FASB issued related ASU Nos. 2016-08, 2016-10, 2016-11, 2016-12, and 2016-20 which further modified the standards for accounting for revenue. The Company, Laclede Gas and Alagasco are currently evaluating their sources of revenue and assessing the available transition methods and the potential impacts of the updates, which must be adopted by the first quarter of fiscal year 2019. The conclusions of these assessments are contingent, in part, upon the completion of deliberations currently in progress by the power and utilities industry, notably in connection with efforts to produce an accounting guide being developed by the American Institute of Certified Public Accountants (AICPA). In association with this undertaking, the AICPA formed a number of industry task forces, including a Power & Utilities Task Force. Industry representatives and organizations, the largest auditing firms, the AICPA’s Revenue Recognition Working Group and its Financial Reporting Executive Committee have undertaken, and continue to undertake, consideration of several items relevant to our industry as further discussed below. Where applicable or necessary, the FASB’s Transition Resource Group is also participating.

Currently, the industry is working to address several items including 1) the evaluation of collectability from customers if a utility has regulatory mechanisms to help assure recovery of uncollected accounts from ratepayers; 2) the accounting for funds received from third parties to partially or fully reimburse the cost of construction of an asset 3) the accounting for alternative revenue programs, such as performance-based ratemaking, and 4) application of series guidance to storable commodities. Existing alternative revenue program guidance, though excluded by the FASB in updating specific guidance associated with revenue from contracts with customers, was relocated without substantial modification to accounting guidance for rate-regulated entities. It will require separate presentation of such revenues (subject to the above-noted deliberations) in the statement of income. Currently, a timeline for the resolution of these deliberations has not been established. Given the uncertainty with respect to the conclusions that might arise from these deliberations, the Company, Laclede Gas and Alagasco are currently unable to determine the effect the new guidance will have on their financial position, results of operations, cash flows, business processes or the transition method they will utilize to adopt the new guidance.

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities, which provides revised guidance concerning certain matters involving the recognition, measurement, and disclosure of financial instruments. It is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Entities will record a cumulative-effect adjustment as of the beginning of the fiscal year in which the guidance is adopted, which requires amounts reported in accumulated other comprehensive income for equity securities that exist as of the date of adoption previously classified as available-for-sale to be reclassified to retained earnings. The Company, Laclede Gas and Alagasco are currently assessing the timing and impacts of adopting this standard, which must be adopted in the first quarter of fiscal year 2019.

In February 2016, the FASB issued ASU No. 2016-02, Leases. The new standard requires lessees to recognize a right-of-use asset and lease liability for almost all lease contracts based on the present value of lease payments. There is an exemption for short-term leases. The ASU provides new guidelines for identifying and classifying a lease, and classification affects the pattern and income statement line item for the related expense. This update will be applied using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company, Laclede Gas and Alagasco are currently assessing the timing and impacts of adopting this standard, which must be adopted by the first quarter of fiscal year 2020.

In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting. The standard is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. The amendments in this update are to be applied prospectively except for changes impacting the presentation of the cash flow statement, which can be applied prospectively or retrospectively. The ASU is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years, and early adoption is permitted. The Company, Laclede Gas and Alagasco expect to adopt this standard in the current fiscal year with no material impact.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments. The standard introduces new guidance for the accounting for credit losses on instruments within its scope, including trade receivables. It is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, and may be adopted a year earlier. The new guidance will be initially applied through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. The Company, Laclede Gas and Alagasco are currently assessing the timing and impacts of adopting this standard, which must be adopted by the first quarter of fiscal year 2021.

In March 2017, the FASB issued ASU 2017-07, Compensation – Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The amended guidance requires that the service cost component of pension and postretirement benefit costs be presented within the same line item in the income statement as other compensation costs (except for the amount being capitalized), while other components are to be presented outside the subtotal of operating income and are no longer eligible for capitalization. The ASU is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. The amended guidance will be applied retrospectively for income statement presentation and prospectively for capitalization. The Company, Laclede Gas and Alagasco are currently assessing the regulatory and other impacts of adopting this standard, which must be adopted by the first quarter of fiscal year 2019.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

Mar. 31, 2017

Accounting Policies [Abstract]

Schedule of goodwill by reportable segment

The changes in the carrying amount of goodwill by reportable segment are shown below, reflecting the effect of a $3.8 cash payment to Spire related to the EnergySouth acquisition, offset by net adjustments to acquired insurance receivable and prepaid assets.

	Gas Utility		Gas Marketing		Other			Total
Balance as of September 30, 2016	$	210.2	$	—	$	954.7		$	1,164.9
Adjustments related to the acquisition of EnergySouth	—		—		(1.0		)	(1.0		)
Balance as of March 31, 2017	$	210.2	$	—	$	953.7		$	1,163.9

Schedule of gross receipts taxes

The following table presents gross receipts taxes recorded as revenues.

	Three Months Ended March 31,				Six Months Ended March 31,
	2017		2016		2017		2016
Spire	$	34.3	$	32.3	$	53.7	$	50.2
Laclede Gas	25.5		24.7		39.6		38.6
Alagasco	7.7		7.6		11.9		11.6

Schedule of inter-company transactions

Laclede Gas’ transactions with affiliates included:

	Three Months Ended March 31,				Six Months Ended March 31,
	2017		2016		2017		2016
Purchases of natural gas from Spire Marketing	$	21.0	$	11.6	$	41.5	$	24.8
Sales of natural gas to Spire Marketing	2.7		1.0		6.3		1.7
Transportation services received from Laclede Pipeline Company	0.2		0.2		0.5		0.5
Insurance services received from Laclede Insurance Risk Services	1.0		0.3		2.1		0.5

Schedule of Capital Expenditure Excluded from Statement of Cash Flow

Accrued capital expenditures are shown in the following table. Accrued capital expenditures are excluded from the capital expenditures shown in the statements of cash flows.

	March 31, 2017		September 30, 2016		March 31, 2016
Spire	$	9.2	$	21.6	$	9.0
Laclede Gas	3.3		14.8		5.3
Alagasco	5.3		6.8		3.7

Schedule of New Accounting Pronouncements and Changes in Accounting Principles

The ASU does not address the presentation of debt issuance costs related to line-of-credit arrangements, and those continue to be reported as deferred charges.

	March 31, 2017		September 30, 2016		March 31, 2016
Spire	$	14.8	$	13.0	$	12.3
Laclede Gas	4.1		4.2		4.5
Alagasco	2.3		2.4		2.4

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EARNINGS PER COMMON SHARE (Tables)

6 Months Ended

Mar. 31, 2017

Earnings Per Share [Abstract]

Earnings Per Common Share

	Three Months Ended March 31,				Six Months Ended March 31,
	2017		2016		2017		2016
Basic EPS:
Net Income	$	108.0	$	100.8	$	153.2	$	147.7
Less: Income allocated to participating securities	0.2		0.3		0.4		0.5
Net Income Available to Common Shareholders	$	107.8	$	100.5	$	152.8	$	147.2
Weighted Average Shares Outstanding (in millions)	45.6		43.3		45.6		43.3
Basic Earnings Per Share of Common Stock	$	2.36	$	2.32	$	3.35	$	3.40
Diluted EPS:
Net Income	$	108.0	$	100.8	$	153.2	$	147.7
Less: Income allocated to participating securities	0.2		0.3		0.4		0.5
Net Income Available to Common Shareholders	$	107.8	$	100.5	$	152.8	$	147.2
Weighted Average Shares Outstanding (in millions)	45.6		43.3		45.6		43.3
Dilutive Effect of Restricted Stock, Restricted Stock Units, and Stock Options (in millions)*	0.1		0.2		0.1		0.2
Weighted Average Diluted Shares (in millions)	45.7		43.5		45.7		43.5
Diluted Earnings Per Share of Common Stock	$	2.36	$	2.31	$	3.34	$	3.39
* Calculation excludes certain outstanding shares (shown in millions by period at the right) attributable to stock units subject to performance or market conditions and restricted stock, which could have a dilutive effect in the future	0.5		0.4		0.5		0.4

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REGULATORY MATTERS (Tables)

6 Months Ended

Mar. 31, 2017

Regulated Operations [Abstract]

Schedule of regulatory assets

The following regulatory assets and regulatory liabilities, including purchased gas adjustments, were reflected in the balance sheets of the Company and the Utilities as of March 31, 2017, September 30, 2016 and March 31, 2016.

	March 31,		September 30,		March 31,
Spire	2017		2016		2016
Regulatory Assets:
Current:
Pension and postretirement benefit costs	$	41.7	$	27.0	$	26.9
Unamortized purchased gas adjustments	61.0		49.7		8.9
Other	23.1		17.2		5.5
Total Regulatory Assets (current)	125.8		93.9		41.3
Non-current:
Future income taxes due from customers	159.7		151.3		142.3
Pension and postretirement benefit costs	461.8		487.9		441.0
Cost of removal	133.9		130.6		80.2
Unamortized purchased gas adjustments	1.1		12.6		15.1
Energy efficiency	27.0		25.5		23.7
Other	44.2		30.1		30.3
Total Regulatory Assets (non-current)	827.7		838.0		732.6
Total Regulatory Assets	$	953.5	$	931.9	$	773.9
Regulatory Liabilities:
Current:
Rate Stabilization and Equalization (RSE) adjustment	$	1.1	$	7.5	$	5.9
Unbilled service margin	13.5		5.9		14.9
Refundable negative salvage	8.1		9.3		9.2
Unamortized purchased gas adjustments	1.6		1.7		4.3
Other	7.0		6.2		3.8
Total Regulatory Liabilities (current)	31.3		30.6		38.1
Non-current:
Pension and postretirement benefit costs	27.6		28.9		27.8
Refundable negative salvage	4.9		9.4		10.1
Accrued cost of removal	75.3		74.8		58.3
Other	36.3		17.6		14.5
Total Regulatory Liabilities (non-current)	144.1		130.7		110.7
Total Regulatory Liabilities	$	175.4	$	161.3	$	148.8

	March 31,		September 30,		March 31,
Laclede Gas	2017		2016		2016
Regulatory Assets:
Current:
Pension and postretirement benefit costs	$	34.8	$	20.2	$	20.2
Unamortized purchased gas adjustments	17.1		43.1		3.9
Other	3.4		3.7		3.5
Total Regulatory Assets (current)	55.3		67.0		27.6
Non-current:
Future income taxes due from customers	159.7		151.3		142.3
Pension and postretirement benefit costs	358.3		375.7		357.1
Unamortized purchased gas adjustments	1.1		12.6		15.1
Energy efficiency	27.0		25.5		23.7
Other	23.3		24.7		25.6
Total Regulatory Assets (non-current)	569.4		589.8		563.8
Total Regulatory Assets	$	624.7	$	656.8	$	591.4
Regulatory Liabilities:
Current:
Unamortized purchased gas adjustments	$	—	$	—	$	4.3
Other	2.7		1.3		1.3
Total Regulatory Liabilities (current)	2.7		1.3		5.6
Non-current:
Accrued cost of removal	55.6		55.1		58.3
Other	28.9		12.2		11.0
Total Regulatory Liabilities (non-current)	84.5		67.3		69.3
Total Regulatory Liabilities	$	87.2	$	68.6	$	74.9

	March 31,		September 30,		March 31,
Alagasco	2017		2016		2016
Regulatory Assets:
Current:
Pension and postretirement benefit costs	$	6.8	$	6.8	$	6.7
Unamortized purchased gas adjustments	43.9		5.6		5.0
Other	4.4		8.1		2.0
Total Regulatory Assets (current)	55.1		20.5		13.7
Non-current:
Pension and postretirement benefit costs	94.4		98.9		83.9
Cost of removal	133.9		130.6		80.2
Other	1.0		1.2		4.0
Total Regulatory Assets (non-current)	229.3		230.7		168.1
Total Regulatory Assets	$	284.4	$	251.2	$	181.8
Regulatory Liabilities:
Current:
RSE adjustment	$	1.1	$	5.0	$	5.9
Unbilled service margin	13.5		5.9		14.9
Refundable negative salvage	8.1		9.3		9.2
Other	2.4		2.5		2.5
Total Regulatory Liabilities (current)	25.1		22.7		32.5
Non-current:
Pension and postretirement benefit costs	27.6		28.9		27.8
Refundable negative salvage	4.9		9.4		10.1
Other	3.4		3.4		3.5
Total Regulatory Liabilities (non-current)	35.9		41.7		41.4
Total Regulatory Liabilities	$	61.0	$	64.4	$	73.9

A portion of the Company’s and Laclede Gas’ regulatory assets are not earning a return, as shown in the schedule below:

	Spire						Laclede Gas
	March 31,		September 30,		March 31,		March 31,		September 30,		March 31,
	2017		2016		2016		2017		2016		2016
Future income taxes due from customers	$	159.7	$	151.3	$	142.3	$	159.7	$	151.3	$	142.3
Pension and postretirement benefit costs	241.0		240.6		211.5		241.0		240.6		211.5
Other	11.8		12.9		13.6		11.8		12.9		13.6
Total Regulatory Assets Not Earning a Return	$	412.5	$	404.8	$	367.4	$	412.5	$	404.8	$	367.4

Schedule of regulatory liabilities

The following regulatory assets and regulatory liabilities, including purchased gas adjustments, were reflected in the balance sheets of the Company and the Utilities as of March 31, 2017, September 30, 2016 and March 31, 2016.

	March 31,		September 30,		March 31,
Spire	2017		2016		2016
Regulatory Assets:
Current:
Pension and postretirement benefit costs	$	41.7	$	27.0	$	26.9
Unamortized purchased gas adjustments	61.0		49.7		8.9
Other	23.1		17.2		5.5
Total Regulatory Assets (current)	125.8		93.9		41.3
Non-current:
Future income taxes due from customers	159.7		151.3		142.3
Pension and postretirement benefit costs	461.8		487.9		441.0
Cost of removal	133.9		130.6		80.2
Unamortized purchased gas adjustments	1.1		12.6		15.1
Energy efficiency	27.0		25.5		23.7
Other	44.2		30.1		30.3
Total Regulatory Assets (non-current)	827.7		838.0		732.6
Total Regulatory Assets	$	953.5	$	931.9	$	773.9
Regulatory Liabilities:
Current:
Rate Stabilization and Equalization (RSE) adjustment	$	1.1	$	7.5	$	5.9
Unbilled service margin	13.5		5.9		14.9
Refundable negative salvage	8.1		9.3		9.2
Unamortized purchased gas adjustments	1.6		1.7		4.3
Other	7.0		6.2		3.8
Total Regulatory Liabilities (current)	31.3		30.6		38.1
Non-current:
Pension and postretirement benefit costs	27.6		28.9		27.8
Refundable negative salvage	4.9		9.4		10.1
Accrued cost of removal	75.3		74.8		58.3
Other	36.3		17.6		14.5
Total Regulatory Liabilities (non-current)	144.1		130.7		110.7
Total Regulatory Liabilities	$	175.4	$	161.3	$	148.8

	March 31,		September 30,		March 31,
Laclede Gas	2017		2016		2016
Regulatory Assets:
Current:
Pension and postretirement benefit costs	$	34.8	$	20.2	$	20.2
Unamortized purchased gas adjustments	17.1		43.1		3.9
Other	3.4		3.7		3.5
Total Regulatory Assets (current)	55.3		67.0		27.6
Non-current:
Future income taxes due from customers	159.7		151.3		142.3
Pension and postretirement benefit costs	358.3		375.7		357.1
Unamortized purchased gas adjustments	1.1		12.6		15.1
Energy efficiency	27.0		25.5		23.7
Other	23.3		24.7		25.6
Total Regulatory Assets (non-current)	569.4		589.8		563.8
Total Regulatory Assets	$	624.7	$	656.8	$	591.4
Regulatory Liabilities:
Current:
Unamortized purchased gas adjustments	$	—	$	—	$	4.3
Other	2.7		1.3		1.3
Total Regulatory Liabilities (current)	2.7		1.3		5.6
Non-current:
Accrued cost of removal	55.6		55.1		58.3
Other	28.9		12.2		11.0
Total Regulatory Liabilities (non-current)	84.5		67.3		69.3
Total Regulatory Liabilities	$	87.2	$	68.6	$	74.9

	March 31,		September 30,		March 31,
Alagasco	2017		2016		2016
Regulatory Assets:
Current:
Pension and postretirement benefit costs	$	6.8	$	6.8	$	6.7
Unamortized purchased gas adjustments	43.9		5.6		5.0
Other	4.4		8.1		2.0
Total Regulatory Assets (current)	55.1		20.5		13.7
Non-current:
Pension and postretirement benefit costs	94.4		98.9		83.9
Cost of removal	133.9		130.6		80.2
Other	1.0		1.2		4.0
Total Regulatory Assets (non-current)	229.3		230.7		168.1
Total Regulatory Assets	$	284.4	$	251.2	$	181.8
Regulatory Liabilities:
Current:
RSE adjustment	$	1.1	$	5.0	$	5.9
Unbilled service margin	13.5		5.9		14.9
Refundable negative salvage	8.1		9.3		9.2
Other	2.4		2.5		2.5
Total Regulatory Liabilities (current)	25.1		22.7		32.5
Non-current:
Pension and postretirement benefit costs	27.6		28.9		27.8
Refundable negative salvage	4.9		9.4		10.1
Other	3.4		3.4		3.5
Total Regulatory Liabilities (non-current)	35.9		41.7		41.4
Total Regulatory Liabilities	$	61.0	$	64.4	$	73.9

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FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)

6 Months Ended

Mar. 31, 2017

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Fair value of financial instruments

The carrying amounts and estimated fair values of financial instruments not measured at fair value on a recurring basis are shown below and classified according to the fair value hierarchy. There were no such instruments classified as Level 3 (significant unobservable inputs) as of March 31, 2017, September 30, 2016, or March 31, 2016.

		Classification of Estimated Fair Value
Carrying Amount	Fair Value	Quoted Prices in Active Markets (Level 1)	Significant Observable Inputs (Level 2)

Spire

As of March 31, 2017
Cash and cash equivalents	$	19.6	$	19.6	$	19.6	$	—
Short-term debt	567.4		567.4		—		567.4
Long-term debt	1,925.3		1,993.9		—		1,993.9
As of September 30, 2016
Cash and cash equivalents	$	5.2	$	5.2	$	5.2	$	—
Short-term debt	398.7		398.7		—		398.7
Long-term debt, including current portion	1,820.7		2,257.1		—		2,257.1
As of March 31, 2016
Cash and cash equivalents	$	8.7	$	8.7	$	8.7	$	—
Short-term debt	253.6		253.6		—		253.6
Long-term debt	1,839.3		1,960.4		—		1,960.4

Laclede Gas

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Fair value of financial instruments

As of March 31, 2017
Cash and cash equivalents	$	3.7	$	3.7	$	3.7	$	—
Short-term debt	282.2		282.2		—		282.2
Long-term debt	804.3		870.1		—		870.1
As of September 30, 2016
Cash and cash equivalents	$	2.1	$	2.1	$	2.1	$	—
Short-term debt	243.7		243.7		—		243.7
Long-term debt	804.1		900.4		—		900.4
As of March 31, 2016
Cash and cash equivalents	$	3.8	$	3.8	$	3.8	$	—
Short-term debt	169.6		169.6		—		169.6
Long-term debt	803.7		885.9		—		885.9

Alagasco

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Fair value of financial instruments

					Classification of Estimated Fair Value
	Carrying Amount		Fair Value		Quoted Prices in Active Markets (Level 1)		Significant Observable Inputs (Level 2)
As of March 31, 2017
Short-term debt	109.3		109.3		—		109.3
Long-term debt	$	247.7	$	261.6	$	—	$	261.6
As of September 30, 2016
Short-term debt	$	82.0	$	82.0	$	—	$	82.0
Long-term debt	247.6		275.5		—		275.5
As of March 31, 2016
Cash and cash equivalents	$	2.3	$	2.3	$	2.3	$	—
Short-term debt	41.0		41.0		—		41.0
Long-term debt	247.6		262.7		—		262.7

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FAIR VALUE MEASUREMENTS (Tables)

6 Months Ended

Mar. 31, 2017

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Fair Value Measurements, Measured on Recurring Basis

The information presented below categorizes the assets and liabilities in the balance sheets that are accounted for at fair value on a recurring basis in periods subsequent to initial recognition.

The mutual funds included in Level 1 are valued based on exchange-quoted market prices of individual securities. The mutual funds included in Level 2 are valued based on the closing net asset value per unit.

Derivative instruments included in Level 1 are valued using quoted market prices on the New York Mercantile Exchange (NYMEX) or the Intercontinental Exchange (ICE). Derivative instruments classified in Level 2 include physical commodity derivatives that are valued using Over-the-Counter Bulletin Board (OTCBB), broker, or dealer quotation services whose prices are derived principally from, or are corroborated by, observable market inputs. Also included in Level 2 are certain derivative instruments that have values that are similar to, and correlate with, quoted prices for exchange-traded instruments in active markets and derivative instruments with settlement dates more than one year into the future. Derivative instruments included in Level 3 are valued using generally unobservable inputs that are based upon the best information available and reflect management’s assumptions about how market participants would price the asset or liability. The Level 3 balances as of March 31, 2017, September 30, 2016 and March 31, 2016 consisted of gas commodity contracts. The Company’s and the Utilities’ policy is to recognize transfers between the levels of the fair value hierarchy, if any, as of the beginning of the interim reporting period in which circumstances change or events occur to cause the transfer.

The mutual funds are included in “Other Investments” on the Company’s balance sheets and in “Other Property and Investments” on Laclede Gas’ balance sheets. Derivative assets and liabilities, including receivables and payables associated with cash margin requirements, are presented net in the balance sheets when a legally enforceable netting agreement exists between the Company, Laclede Gas, or Alagasco and the counterparty to a derivative contract.

Spire

	Quoted Prices in Active Markets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Effects of Netting and Cash Margin Receivables /Payables			Total
As of March 31, 2017
ASSETS
Gas Utility
US stock/bond mutual funds	$	17.7	$	4.1	$	—	$	—		$	21.8
NYMEX/ICE natural gas contracts	4.5		—		—		(1.8		)	2.7
Gasoline and heating oil contracts	0.2		—		—		—			0.2
Subtotal	22.4		4.1		—		(1.8		)	24.7
Gas Marketing
NYMEX/ICE natural gas contracts	1.0		3.6		—		(4.4		)	0.2
Natural gas commodity contracts	—		6.2		0.2		(0.5		)	5.9
Other
Interest rate swaps	—		0.2		—		—			0.2
Total	$	23.4	$	14.1	$	0.2	$	(6.7	)	$	31.0
LIABILITIES
Gas Utility
NYMEX/ICE natural gas contracts	$	0.5	$	—	$	—	$	(0.5	)	$	—
Subtotal	0.5		—		—		(0.5		)	—
Gas Marketing
NYMEX/ICE natural gas contracts	2.1		3.9		—		(6.0		)	—
Natural gas commodity contracts	—		6.5		—		(0.5		)	6.0
Total	$	2.6	$	10.4	$	—	$	(7.0	)	$	6.0

	Quoted Prices in Active Markets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Effects of Netting and Cash Margin Receivables /Payables			Total
As of September 30, 2016
ASSETS
Gas Utility
US stock/bond mutual funds	$	16.8	$	4.1	$	—	$	—		$	20.9
NYMEX/ICE natural gas contracts	5.3		—		—		(0.4		)	4.9
NYMEX gasoline and heating oil contracts	0.4		—		—		(0.3		)	0.1
Subtotal	22.5		4.1		—		(0.7		)	25.9
Gas Marketing
NYMEX/ICE natural gas contracts	0.4		3.4		—		(3.4		)	0.4
Natural gas commodity contracts	—		8.7		0.2		(0.9		)	8.0
Total	$	22.9	$	16.2	$	0.2	$	(5.0	)	$	34.3
LIABILITIES
Gas Utility
NYMEX/ICE natural gas contracts	$	1.6	$	—	$	—	$	(1.6	)	$	—
OTCBB natural gas contracts	—		0.2		—		—			0.2
Subtotal	1.6		0.2		—		(1.6		)	0.2
Gas Marketing
NYMEX/ICE natural gas contracts	3.5		1.6		—		(5.1		)	—
Natural gas commodity contracts	—		2.6		—		(0.9		)	1.7
Other
Interest rate swaps	—		3.0		—		—			3.0
Total	$	5.1	$	7.4	$	—	$	(7.6	)	$	4.9
As of March 31, 2016
ASSETS
Gas Utility
US stock/bond mutual funds	$	16.2	$	4.0	$	—	$	—		$	20.2
NYMEX gasoline and heating oil contracts	0.1		—		—		—			0.1
Subtotal	16.3		4.0		—		—			20.3
Gas Marketing
NYMEX/ICE natural gas contracts	2.0		6.8		—		(5.1		)	3.7
Natural gas commodity contracts	—		7.7		0.2		(0.8		)	7.1
Total	$	18.3	$	18.5	$	0.2	$	(5.9	)	$	31.1
LIABILITIES
Gas Utility
NYMEX/ICE natural gas contracts	$	13.5	$	—	$	—	$	(13.5	)	$	—
OTCBB natural gas contracts	—		6.0		—		—			6.0
NYMEX gasoline and heating oil contracts	0.2		—		—		(0.2		)	—
Subtotal	13.7		6.0		—		(13.7		)	6.0
Gas Marketing
NYMEX/ICE natural gas contracts	2.1		3.4		—		(5.5		)	—
Natural gas commodity contracts	—		3.7		—		(0.8		)	2.9
Other
Interest Rate Swaps	—		1.8		—		—			1.8
Total	$	15.8	$	14.9	$	—	$	(20.0	)	$	10.7

Laclede Gas

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Fair Value Measurements, Measured on Recurring Basis

	Quoted Prices in Active Markets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Effects of Netting and Cash Margin Receivables /Payables			Total
As of March 31, 2017
ASSETS
US stock/bond mutual funds	$	17.7	$	4.1	$	—	$	—		$	21.8
NYMEX/ICE natural gas contracts	4.5		—		—		(1.8		)	2.7
NYMEX gasoline and heating oil contracts	0.2		—		—		—			0.2
Total	$	22.4	$	4.1	$	—	$	(1.8	)	$	24.7
LIABILITIES
NYMEX/ICE natural gas contracts	$	0.5	$	—	$	—	$	(0.5	)	$	—
Total	$	0.5	$	—	$	—	$	(0.5	)	$	—

As of September 30, 2016
ASSETS
US stock/bond mutual funds	$	16.8	$	4.1	$	—	$	—		$	20.9
NYMEX/ICE natural gas contracts	5.3		—		—		(0.4		)	4.9
NYMEX gasoline and heating oil contracts	0.3		—		—		(0.3		)	—
Total	$	22.4	$	4.1	$	—	$	(0.7	)	$	25.8
LIABILITIES
NYMEX/ICE natural gas contracts	$	1.6	$	—	$	—	$	(1.6	)	$	—
OTCBB natural gas contracts	—		0.2		—		—			0.2
Total	$	1.6	$	0.2	$	—	$	(1.6	)	$	0.2

As of March 31, 2016
ASSETS
US stock/bond mutual funds	$	16.2	$	4.0	$	—	$	—		$	20.2
Total	$	16.2	$	4.0	$	—	$	—		$	20.2
LIABILITIES
NYMEX/ICE natural gas contracts	$	13.5	$	—	$	—	$	(13.5	)	$	—
OTCBB natural gas contracts	—		6.0		—		—			6.0
NYMEX gasoline and heating oil contracts	0.2		—		—		(0.2		)	—
Total	$	13.7	$	6.0	$	—	$	(13.7	)	$	6.0

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PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS (Tables)

6 Months Ended

Mar. 31, 2017

Pension Plans

Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]

Net Periodic Cost

The net periodic pension cost included the following components:

	Three Months Ended March 31,						Six Months Ended March 31,
	2017			2016			2017			2016
Spire
Service cost – benefits earned during the period	$	5.2		$	3.8		$	10.5		$	7.7
Interest cost on projected benefit obligation	6.9			7.0			13.8			14.1
Expected return on plan assets	(9.7		)	(8.8		)	(19.6		)	(17.7		)
Amortization of prior service cost	0.3			0.1			0.5			0.2
Amortization of actuarial loss	3.2			2.0			6.6			4.0
Loss (gain) on lump-sum settlements	11.9			(2.2		)	11.9			(2.2		)
Special termination benefits	—			—			—			1.6
Subtotal	17.8			1.9			23.7			7.7
Regulatory adjustment	(7.4		)	6.1			(2.8		)	11.1
Net pension cost	$	10.4		$	8.0		$	20.9		$	18.8

Postretirement Plans

Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]

Net Periodic Cost

Net periodic postretirement benefit cost for the Company consisted of the following components:

	Three Months Ended March 31,						Six Months Ended March 31,
	2017			2016			2017			2016
Spire
Service cost – benefits earned during the period	$	2.7		$	2.7		$	5.5		$	5.5
Interest cost on accumulated postretirement benefit obligation	2.2			2.5			4.3			5.0
Expected return on plan assets	(3.4		)	(3.4		)	(6.8		)	(6.8		)
Amortization of prior service credit	—			—			—			0.1
Amortization of actuarial loss	0.6			0.9			1.2			1.8
Special termination benefits	—			—			—			2.6
Subtotal	2.1			2.7			4.2			8.2
Regulatory adjustment	(0.8		)	(1.7		)	(1.6		)	(5.9		)
Net postretirement benefit cost	$	1.3		$	1.0		$	2.6		$	2.3

Laclede Gas | Pension Plans

Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]

Net Periodic Cost

Laclede Gas
Service cost – benefits earned during the period	$	3.3		$	2.5		$	6.6		$	5.0
Interest cost on projected benefit obligation	4.9			5.4			9.7			10.8
Expected return on plan assets	(7.1		)	(6.7		)	(14.4		)	(13.4		)
Amortization of prior service cost	0.3			0.1			0.5			0.2
Amortization of actuarial loss	2.8			2.0			5.7			4.0
Loss on lump-sum settlements	11.5			—			11.5			—
Special termination benefits	—			—			—			1.6
Subtotal	15.7			3.3			19.6			8.2
Regulatory adjustment	(8.6		)	2.3			(5.8		)	5.8
Net pension cost	$	7.1		$	5.6		$	13.8		$	14.0

Laclede Gas | Postretirement Plans

Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]

Net Periodic Cost

Laclede Gas
Service cost – benefits earned during the period	$	2.6		$	2.6		$	5.2		$	5.3
Interest cost on accumulated postretirement benefit obligation	1.7			2.0			3.4			4.0
Expected return on plan assets	(2.2		)	(2.2		)	(4.5		)	(4.3		)
Amortization of prior service credit	—			—			0.1			0.1
Amortization of actuarial loss	0.7			0.9			1.3			1.9
Special termination benefits	—			—			—			2.6
Subtotal	2.8			3.3			5.5			9.6
Regulatory adjustment	(0.3		)	(1.2		)	(0.7		)	(5.0		)
Net postretirement benefit cost	$	2.5		$	2.1		$	4.8		$	4.6

Alagasco | Pension Plans

Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]

Net Periodic Cost

Alagasco
Service cost – benefits earned during the period	$	1.5		$	1.3		$	3.1		$	2.7
Interest cost on projected benefit obligation	1.5			1.6			3.0			3.3
Expected return on plan assets	(1.8		)	(2.1		)	(3.6		)	(4.3		)
Amortization of actuarial loss	0.4			—			0.9			—
Loss (gain) on lump-sum settlements	0.4			(2.2		)	0.4			(2.2		)
Subtotal	2.0			(1.4		)	3.8			(0.5		)
Regulatory adjustment	1.1			3.8			2.7			5.3
Net pension cost	$	3.1		$	2.4		$	6.5		$	4.8

Alagasco | Postretirement Plans

Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]

Net Periodic Cost

Alagasco
Service cost – benefits earned during the period	$	0.1		$	0.1		$	0.2		$	0.2
Interest cost on accumulated postretirement benefit obligation	0.4			0.5			0.8			1.0
Expected return on plan assets	(1.1		)	(1.2		)	(2.2		)	(2.5		)
Amortization of prior service credit	—			—			(0.1		)	—
Amortization of actuarial gain	(0.1		)	—			(0.1		)	(0.1		)
Subtotal	(0.7		)	(0.6		)	(1.4		)	(1.4		)
Regulatory adjustment	(0.5		)	(0.5		)	(0.9		)	(0.9		)
Net postretirement benefit income	$	(1.2	)	$	(1.1	)	$	(2.3	)	$	(2.3	)

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INFORMATION BY OPERATING SEGMENT (Tables)

6 Months Ended

Mar. 31, 2017

Segment Reporting [Abstract]

Schedule of operating segment information

	Gas Utility		Gas Marketing			Other			Eliminations			Consolidated
Three Months Ended March 31, 2017
Operating Revenues:
Revenues from external customers	$	641.1	$	22.2		$	0.1		$	—		$	663.4
Intersegment revenues	2.6		—			1.7			(4.3		)	—
Total Operating Revenues	643.7		22.2			1.8			(4.3		)	663.4
Operating Expenses:
Gas Utility
Natural and propane gas	275.6		—			—			(21.3		)	254.3
Operation and maintenance	99.3		—			—			(0.9		)	98.4
Depreciation and amortization	37.9		—			—			—			37.9
Taxes, other than income taxes	48.3		—			—			—			48.3
Total Gas Utility Operating Expenses	461.1		—			—			(22.2		)	438.9
Gas Marketing and Other	—		23.9			2.3			17.9			44.1
Total Operating Expenses	461.1		23.9			2.3			(4.3		)	483.0
Operating Income (Loss)	$	182.6	$	(1.7	)	$	(0.5	)	$	—		$	180.4
Net Economic Earnings (Loss)	$	112.2	$	—		$	(3.2	)	$	—		$	109.0
Three Months Ended March 31, 2016
Operating Revenues:
Revenues from external customers	$	611.5	$	(2.6	)	$	0.4		$	—		$	609.3
Intersegment revenues	1.2		10.6			0.5			(12.3		)	—
Total Operating Revenues	612.7		8.0			0.9			(12.3		)	609.3
Operating Expenses:
Gas Utility
Natural and propane gas	273.0		—			—			(11.9		)	261.1
Operation and maintenance	94.6		—			—			(0.3		)	94.3
Depreciation and amortization	33.8		—			—			—			33.8
Taxes, other than income taxes	43.9		—			—			—			43.9
Total Gas Utility Operating Expenses	445.3		—			—			(12.2		)	433.1
Gas Marketing and Other	—		5.5			3.1			(0.1		)	8.5
Total Operating Expenses	445.3		5.5			3.1			(12.3		)	441.6
Operating Income (Loss)	$	167.4	$	2.5		$	(2.2	)	$	—		$	167.7
Net Economic Earnings (Loss)	$	102.5	$	3.0		$	(2.0	)	$	—		$	103.5

	Gas Utility		Gas Marketing			Other			Eliminations			Consolidated
Six Months Ended March 31, 2017
Operating Revenues:
Revenues from external customers	$	1,113.4	$	43.9		$	1.2		$	—		$	1,158.5
Intersegment revenues	7.0		—			2.4			(9.4		)	—
Total Operating Revenues	1,120.4		43.9			3.6			(9.4		)	1,158.5
Operating Expenses:
Gas Utility
Natural and propane gas	490.1		—			—			(42.0		)	448.1
Operation and maintenance	199.8		—			—			(2.0		)	197.8
Depreciation and amortization	75.6		—			—			—			75.6
Taxes, other than income taxes	81.7		—			—			—			81.7
Total Gas Utility Operating Expenses	847.2		—			—			(44.0		)	803.2
Gas Marketing and Other	—		46.9			4.3			34.6			85.8
Total Operating Expenses	847.2		46.9			4.3			(9.4		)	889.0
Operating Income (Loss)	$	273.2	$	(3.0	)	$	(0.7	)	$	—		$	269.5
Net Economic Earnings (Loss)	$	164.0	$	1.4		$	(8.9	)	$	—		$	156.5
Six Months Ended March 31, 2016
Operating Revenues:
Revenues from external customers	$	1,010.3	$	(2.4	)	$	0.8		$	—		$	1,008.7
Intersegment revenues	1.9		23.2			0.9			(26.0		)	—
Total Operating Revenues	1,012.2		20.8			1.7			(26.0		)	1,008.7
Operating Expenses:
Gas Utility
Natural and propane gas	434.9		—			—			(25.3		)	409.6
Operation and maintenance	186.5		—			—			(0.6		)	185.9
Depreciation and amortization	67.3		—			—			—			67.3
Taxes, other than income taxes	72.1		—			—			—			72.1
Total Gas Utility Operating Expenses	760.8		—			—			(25.9		)	734.9
Gas Marketing and Other	—		14.5			4.7			(0.1		)	19.1
Total Operating Expenses	760.8		14.5			4.7			(26.0		)	754.0
Operating Income (Loss)	$	251.4	$	6.3		$	(3.0	)	$	—		$	254.7
Net Economic Earnings (Loss)	$	152.5	$	2.7		$	(6.6	)	$	—		$	148.6

The Company’s total assets by segment were as follows:

	March 31,			September 30,			March 31,
	2017			2016			2016
Total Assets:
Gas Utility	$	5,290.8		$	5,184.7		$	4,680.2
Gas Marketing	218.2			205.0			156.5
Other	2,199.1			1,836.6			1,516.5
Eliminations	(1,451.4		)	(1,161.9		)	(1,045.7		)
Total Assets	$	6,256.7		$	6,064.4		$	5,307.5

Schedule of the reconciliation of consolidated net economic earnings to consolidated net income

The following table reconciles the Company’s net economic earnings to net income.

	Three Months Ended March 31,						Six Months Ended March 31,
	2017			2016			2017			2016
Net Income	$	108.0		$	100.8		$	153.2		$	147.7
Adjustments, pre-tax:
Unrealized loss (gain) on energy-related derivative contracts	1.6			2.9			5.4			(2.0		)
Lower of cost or market inventory adjustments	0.1			0.1			—			0.7
Realized gain on economic hedges prior to sale of the physical commodity	(0.1		)	(0.5		)	(0.2		)	(0.6		)
Acquisition, divestiture and restructuring activities	0.1			2.0			0.2			3.3
Income tax effect of adjustments	(0.7		)	(1.8		)	(2.1		)	(0.5		)
Net Economic Earnings	$	109.0		$	103.5		$	156.5		$	148.6

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ in Millions		6 Months Ended		12 Months Ended
	Sep. 12, 2016 USD ($)	Mar. 31, 2017 USD ($) reporting_unit	Mar. 31, 2016 USD ($)	Sep. 30, 2016 USD ($)
Related Party Transaction [Line Items]
Number of operating segments | reporting_unit		2
Proceeds from settlement for acquisition of EnergySouth		$ 3.8	$ 0.0
Accruals for capital expenditures		9.2	9.0	$ 21.6
Laclede Gas
Related Party Transaction [Line Items]
Accrued unbilled revenues		66.7	57.4	26.1
Accruals for capital expenditures		$ 3.3	5.3	14.8
Alagasco
Related Party Transaction [Line Items]
Threshold Period Past Due for Collection		90 days
Accrued unbilled revenues		$ 13.5	14.9	5.9
Accruals for capital expenditures		$ 5.3	3.7	6.8
Alagasco | Financing Receivables, Equal to Greater than 90 Days Past Due
Related Party Transaction [Line Items]
Financing receivable, recorded investment, past due			$ 0.4	$ 0.4
EnergySouth
Related Party Transaction [Line Items]
Proceeds from settlement for acquisition of EnergySouth	$ 3.8

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Goodwill (Details) $ in Millions	6 Months Ended
	Mar. 31, 2017 USD ($)
Goodwill [Roll Forward]
Balance as of September 30, 2016	$ 1,164.9
Adjustments related to the acquisition of EnergySouth	(1.0)
Balance as of March 31, 2017	1,163.9
Gas Utility
Goodwill [Roll Forward]
Balance as of September 30, 2016	210.2
Adjustments related to the acquisition of EnergySouth	0.0
Balance as of March 31, 2017	210.2
Gas Marketing
Goodwill [Roll Forward]
Balance as of September 30, 2016	0.0
Adjustments related to the acquisition of EnergySouth	0.0
Balance as of March 31, 2017	0.0
Other
Goodwill [Roll Forward]
Balance as of September 30, 2016	954.7
Adjustments related to the acquisition of EnergySouth	(1.0)
Balance as of March 31, 2017	$ 953.7

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Gross Receipts Taxes (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Mar. 31, 2017	Mar. 31, 2016
Schedule of Gross Receipts Taxes [Line Items]
Gross Receipts taxes recorded in regulated gas distribution operating revenues	$ 34.3	$ 32.3	$ 53.7	$ 50.2
Laclede Gas
Schedule of Gross Receipts Taxes [Line Items]
Gross Receipts taxes recorded in regulated gas distribution operating revenues	25.5	24.7	39.6	38.6
Alagasco
Schedule of Gross Receipts Taxes [Line Items]
Gross Receipts taxes recorded in regulated gas distribution operating revenues	$ 7.7	$ 7.6	$ 11.9	$ 11.6

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Inter-company Transactions (Details) - Affiliated Entity - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Mar. 31, 2017	Mar. 31, 2016
Regulated Operation | Laclede Gas | Spire Marketing
Related Party Transaction [Line Items]
Purchases of natural gas from Spire Marketing	$ 21.0	$ 11.6	$ 41.5	$ 24.8
Regulated Operation | Laclede Gas | Laclede Insurance Risk Services
Related Party Transaction [Line Items]
Insurance services received from Laclede Insurance Risk Services	1.0	0.3	2.1	0.5
Regulated Operation | Spire Marketing | Laclede Gas
Related Party Transaction [Line Items]
Sales of natural gas to Spire Marketing	2.7	1.0	6.3	1.7
Unregulated Operation | Laclede Gas | Laclede Pipeline Company
Related Party Transaction [Line Items]
Transportation services received from Laclede Pipeline Company	$ 0.2	$ 0.2	$ 0.5	$ 0.5

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - New Accounting Pronouncements (Details) - Accounting Standards Update 2015-03 - USD ($) $ in Millions	Mar. 31, 2017	Sep. 30, 2016	Mar. 31, 2016
Spire | Deferred charges
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Debt issuance costs	$ 14.8	$ 13.0	$ 12.3
Spire | Long-term debt
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Debt issuance costs	14.8	13.0	12.3
Laclede Gas | Deferred charges
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Debt issuance costs	4.1	4.2	4.5
Laclede Gas | Long-term debt
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Debt issuance costs	4.1	4.2	4.5
Alagasco | Deferred charges
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Debt issuance costs	2.3	2.4	2.4
Alagasco | Long-term debt
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Debt issuance costs	$ 2.3	$ 2.4	$ 2.4

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EARNINGS PER COMMON SHARE (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Mar. 31, 2017	Mar. 31, 2016	Mar. 31, 2017	Mar. 31, 2016	Apr. 03, 2017	Sep. 30, 2016
Basic EPS:
Net Income		$ 108.0	$ 100.8	$ 153.2	$ 147.7
Less: Income allocated to participating securities		0.2	0.3	0.4	0.5
Net Income Available to Common Shareholders		$ 107.8	$ 100.5	$ 152.8	$ 147.2
Weighted Average Shares Outstanding, Basic (in Shares)		45,600,000	43,300,000	45,600,000	43,300,000
Basic Earnings Per Share of Common Stock (in dollars per share)		$ 2.36	$ 2.32	$ 3.35	$ 3.40
Diluted EPS:
Net Income		$ 108.0	$ 100.8	$ 153.2	$ 147.7
Less: Income allocated to participating securities		0.2	0.3	0.4	0.5
Net Income Available to Common Shareholders		$ 107.8	$ 100.5	$ 152.8	$ 147.2
Weighted Average Shares Outstanding, Basic (in Shares)		45,600,000	43,300,000	45,600,000	43,300,000
Dilutive Effect of Stock Options, Restricted Stock and Restricted Stock Units (in shares)		100,000	200,000	100,000	200,000
Weighted Average Diluted Shares (in shares)		45,700,000	43,500,000	45,700,000	43,500,000
Diluted Earnings Per Share of Common Stock (in dollars per share)		$ 2.36	$ 2.31	$ 3.34	$ 3.39
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Common stock, issued (in shares)		45,700,000	43,400,000	45,700,000	43,400,000		45,600,000
Equity units, contract annual rate	2.00%
Restricted stock and stock units subject to performance and/or market conditions
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Outstanding shares excluded from calculation of diluted EPS (in shares)		500,000	400,000	500,000	400,000
Subsequent Event
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Common stock, issued (in shares)						2,500,000.0

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REGULATORY MATTERS - Schedule of Regulatory Assets and Liabilities (Details) - USD ($) $ in Millions	Mar. 31, 2017	Sep. 30, 2016	Mar. 31, 2016
Regulatory Assets [Line Items]
Regulatory Assets: Current	$ 64.8	$ 44.2	$ 32.4
Regulatory Assets: Non-current	827.7	838.0	732.6
Total Regulatory Assets	953.5	931.9	773.9
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Current	29.7	28.9	33.8
Regulatory Liabilities: Non-current	144.1	130.7	110.7
Total Regulatory Liabilities	175.4	161.3	148.8
Rate Stabilization and Equalization (RSE) adjustment
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Current	1.1	7.5	5.9
Unbilled service margin
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Current	13.5	5.9	14.9
Pension and postretirement benefit costs
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Non-current	27.6	28.9	27.8
Refundable negative salvage
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Current	8.1	9.3	9.2
Regulatory Liabilities: Non-current	4.9	9.4	10.1
Unamortized purchased gas adjustments
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Current	1.6	1.7	4.3
Other
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Current	7.0	6.2	3.8
Regulatory Liabilities: Non-current	36.3	17.6	14.5
Accrued cost of removal
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Non-current	75.3	74.8	58.3
Total Regulatory Liabilities (current)
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Current	31.3	30.6	38.1
Total Regulatory Liabilities (non-current)
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Non-current	144.1	130.7	110.7
Pension and postretirement benefit costs
Regulatory Assets [Line Items]
Regulatory Assets: Current	41.7	27.0	26.9
Regulatory Assets: Non-current	461.8	487.9	441.0
Unamortized purchased gas adjustments
Regulatory Assets [Line Items]
Regulatory Assets: Current	61.0	49.7	8.9
Regulatory Assets: Non-current	1.1	12.6	15.1
Other
Regulatory Assets [Line Items]
Regulatory Assets: Current	23.1	17.2	5.5
Regulatory Assets: Non-current	44.2	30.1	30.3
Future income taxes due from customers
Regulatory Assets [Line Items]
Regulatory Assets: Non-current	159.7	151.3	142.3
Accrued cost of removal
Regulatory Assets [Line Items]
Regulatory Assets: Non-current	133.9	130.6	80.2
Energy efficiency
Regulatory Assets [Line Items]
Regulatory Assets: Non-current	27.0	25.5	23.7
Total Regulatory Assets (current)
Regulatory Assets [Line Items]
Regulatory Assets: Current	125.8	93.9	41.3
Total Regulatory Assets (non-current)
Regulatory Assets [Line Items]
Regulatory Assets: Non-current	827.7	838.0	732.6
Laclede Gas
Regulatory Assets [Line Items]
Regulatory Assets: Current	38.2	23.9	23.7
Regulatory Assets: Non-current	569.4	589.8	563.8
Total Regulatory Assets	624.7	656.8	591.4
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Current	2.7	1.3	1.3
Regulatory Liabilities: Non-current	84.5	67.3	69.3
Total Regulatory Liabilities	87.2	68.6	74.9
Laclede Gas | Unamortized purchased gas adjustments
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Current	0.0	0.0	4.3
Laclede Gas | Other
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Current	2.7	1.3	1.3
Regulatory Liabilities: Non-current	28.9	12.2	11.0
Laclede Gas | Accrued cost of removal
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Non-current	55.6	55.1	58.3
Laclede Gas | Total Regulatory Liabilities (current)
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Current	2.7	1.3	5.6
Laclede Gas | Total Regulatory Liabilities (non-current)
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Non-current	84.5	67.3	69.3
Laclede Gas | Pension and postretirement benefit costs
Regulatory Assets [Line Items]
Regulatory Assets: Current	34.8	20.2	20.2
Regulatory Assets: Non-current	358.3	375.7	357.1
Laclede Gas | Unamortized purchased gas adjustments
Regulatory Assets [Line Items]
Regulatory Assets: Current	17.1	43.1	3.9
Regulatory Assets: Non-current	1.1	12.6	15.1
Laclede Gas | Other
Regulatory Assets [Line Items]
Regulatory Assets: Current	3.4	3.7	3.5
Regulatory Assets: Non-current	23.3	24.7	25.6
Laclede Gas | Future income taxes due from customers
Regulatory Assets [Line Items]
Regulatory Assets: Non-current	159.7	151.3	142.3
Laclede Gas | Energy efficiency
Regulatory Assets [Line Items]
Regulatory Assets: Non-current	27.0	25.5	23.7
Laclede Gas | Total Regulatory Assets (current)
Regulatory Assets [Line Items]
Regulatory Assets: Current	55.3	67.0	27.6
Laclede Gas | Total Regulatory Assets (non-current)
Regulatory Assets [Line Items]
Regulatory Assets: Non-current	569.4	589.8	563.8
Alagasco
Regulatory Assets [Line Items]
Regulatory Assets: Current	11.2	14.9	8.7
Regulatory Assets: Non-current	229.3	230.7	168.1
Total Regulatory Assets	284.4	251.2	181.8
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Current	25.1	22.7	32.5
Regulatory Liabilities: Non-current	35.9	41.7	41.4
Total Regulatory Liabilities	61.0	64.4	73.9
Alagasco | Rate Stabilization and Equalization (RSE) adjustment
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Current	1.1	5.0	5.9
Alagasco | Unbilled service margin
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Current	13.5	5.9	14.9
Alagasco | Pension and postretirement benefit costs
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Non-current	27.6	28.9	27.8
Alagasco | Refundable negative salvage
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Current	8.1	9.3	9.2
Regulatory Liabilities: Non-current	4.9	9.4	10.1
Alagasco | Other
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Current	2.4	2.5	2.5
Regulatory Liabilities: Non-current	3.4	3.4	3.5
Alagasco | Total Regulatory Liabilities (current)
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Current	25.1	22.7	32.5
Alagasco | Total Regulatory Liabilities (non-current)
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Non-current	35.9	41.7	41.4
Alagasco | Pension and postretirement benefit costs
Regulatory Assets [Line Items]
Regulatory Assets: Current	6.8	6.8	6.7
Regulatory Assets: Non-current	94.4	98.9	83.9
Alagasco | Unamortized purchased gas adjustments
Regulatory Assets [Line Items]
Regulatory Assets: Current	43.9	5.6	5.0
Alagasco | Other
Regulatory Assets [Line Items]
Regulatory Assets: Current	4.4	8.1	2.0
Regulatory Assets: Non-current	1.0	1.2	4.0
Alagasco | Accrued cost of removal
Regulatory Assets [Line Items]
Regulatory Assets: Non-current	133.9	130.6	80.2
Alagasco | Total Regulatory Assets (current)
Regulatory Assets [Line Items]
Regulatory Assets: Current	55.1	20.5	13.7
Alagasco | Total Regulatory Assets (non-current)
Regulatory Assets [Line Items]
Regulatory Assets: Non-current	$ 229.3	$ 230.7	$ 168.1

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REGULATORY MATTERS - Schedule of Regulatory Assets Not Earnings a Return (Details) - USD ($) $ in Millions	Mar. 31, 2017	Sep. 30, 2016	Mar. 31, 2016
Regulatory Assets [Line Items]
Total Regulatory Assets Not Earning a Return	$ 412.5	$ 404.8	$ 367.4
Future income taxes due from customers
Regulatory Assets [Line Items]
Total Regulatory Assets Not Earning a Return	159.7	151.3	142.3
Pension and postretirement benefit costs
Regulatory Assets [Line Items]
Total Regulatory Assets Not Earning a Return	241.0	240.6	211.5
Other
Regulatory Assets [Line Items]
Total Regulatory Assets Not Earning a Return	11.8	12.9	13.6
Laclede Gas
Regulatory Assets [Line Items]
Total Regulatory Assets Not Earning a Return	412.5	404.8	367.4
Laclede Gas | Future income taxes due from customers
Regulatory Assets [Line Items]
Total Regulatory Assets Not Earning a Return	159.7	151.3	142.3
Laclede Gas | Pension and postretirement benefit costs
Regulatory Assets [Line Items]
Total Regulatory Assets Not Earning a Return	241.0	240.6	211.5
Laclede Gas | Other
Regulatory Assets [Line Items]
Total Regulatory Assets Not Earning a Return	$ 11.8	$ 12.9	$ 13.6

XML

REGULATORY MATTERS (Details)	6 Months Ended
	Mar. 31, 2017
Regulated Operations [Abstract]
Remaining recovery period for regulatory assets for which no return on investment during recovery period is provided	15 years

XML

FINANCING ARRANGEMENTS AND LONG-TERM DEBT (Details) $ / shares in Units, shares in Millions					3 Months Ended	6 Months Ended		12 Months Ended
	Apr. 03, 2017 USD ($) $ / shares shares	Feb. 22, 2017 USD ($)	Dec. 14, 2016 USD ($) agreement bank borrower	Jun. 11, 2014 USD ($) $ / shares	Dec. 31, 2016	Mar. 31, 2017 USD ($)	Mar. 31, 2016 USD ($)	Sep. 30, 2014 equity_units	Mar. 15, 2017 USD ($)	Mar. 10, 2017 USD ($)	Jun. 30, 2014 $ / shares
Line of Credit Facility [Line Items]
Number of terminated loan agreements | agreement			3
Debt covenant, short-term debt to capital requirement, maximum			70.00%
Corporate units, stated value per unit (usd per share) | $ / shares											$ 50
Laclede Gas
Line of Credit Facility [Line Items]
Repayment of short-term debt - net						$ 243,700,000	$ 63,400,000
Line of Credit | Revolving Credit Facility
Line of Credit Facility [Line Items]
Number of banks in loan agreement | bank			11
Maximum borrowing capacity			$ 975,000,000.0
Line of Credit | Revolving Credit Facility | Spire
Line of Credit Facility [Line Items]
Maximum borrowing capacity			300,000,000.0
Ratio of short-term debt to total capital					0.57
Line of Credit | Revolving Credit Facility | Laclede Gas
Line of Credit Facility [Line Items]
Maximum borrowing capacity			$ 475,000,000.0
Number of borrowers under loan agreement | borrower			3
Ratio of short-term debt to total capital					0.49
Line of Credit | Revolving Credit Facility | Alagasco
Line of Credit Facility [Line Items]
Maximum borrowing capacity			$ 200,000,000.0
Ratio of short-term debt to total capital					0.29
Line of Credit | Revolving Credit Facility | Credit Availability Concentration Risk
Line of Credit Facility [Line Items]
Concentration risk					12.30%
Senior Notes
Line of Credit Facility [Line Items]
Maximum aggregate face amount		$ 6,200,000.0
Proceeds from issuance of debt		150,000,000.0
Notes Payable
Line of Credit Facility [Line Items]
Debt instrument, repurchase amount										$ 250,000,000.0
Alagasco
Line of Credit Facility [Line Items]
Number of equity instruments | equity_units								2,875,000
Corporate units, stated value per unit (usd per share) | $ / shares				$ 50
Interest rate (percentage)				2.00%
Alagasco | Junior Subordinated Debt
Line of Credit Facility [Line Items]
Proceeds from debt				$ 143,800,000
Senor Notes Due in 2024 | Senior Notes
Line of Credit Facility [Line Items]
Maximum aggregate face amount		$ 143,800,000.0
Interest rate (percentage)		3.543%
Senior Notes Due March15, 2027 | Senior Notes
Line of Credit Facility [Line Items]
Maximum aggregate face amount									$ 100,000,000.0
Interest rate (percentage)									3.93%
Subsequent Event
Line of Credit Facility [Line Items]
Common stock, issued (in shares) | shares	2.5
Shares issued, price per share (usd per share) | $ / shares	$ 57.3921
Conversion to common stock, rate per share (percentage)	0.8712
Repayment of short-term debt - net	$ 142,000,000

XML

FINANCING ARRANGEMENTS AND LONG-TERM DEBT Short-Term Debt (Details) - USD ($)	Dec. 21, 2016	Mar. 31, 2017
Short-term Debt [Line Items]
Short-term Debt		$ 567,400,000.0
Commercial Paper Notes
Short-term Debt [Line Items]
Maximum aggregate face amount	$ 975,000,000
Debt maturity	365 days
Laclede Gas
Short-term Debt [Line Items]
Short-term Debt		282,200,000.0
Alagasco
Short-term Debt [Line Items]
Short-term Debt		$ 109,300,000.0

XML

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Millions	Mar. 31, 2017	Sep. 30, 2016	Mar. 31, 2016	Sep. 30, 2015
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	$ 19.6	$ 5.2	$ 8.7	$ 13.8
Laclede Gas
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	3.7	2.1	3.8	1.7
Alagasco
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	0.0	0.0	2.3	$ 7.2
Quoted Prices in Active Markets (Level 1)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	19.6	5.2	8.7
Short-term debt	0.0	0.0	0.0
Long-term debt, including current portion	0.0	0.0	0.0
Quoted Prices in Active Markets (Level 1) | Laclede Gas
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	3.7	2.1	3.8
Short-term debt	0.0	0.0	0.0
Long-term debt, including current portion	0.0	0.0	0.0
Quoted Prices in Active Markets (Level 1) | Alagasco
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents			2.3
Short-term debt	0.0	0.0	0.0
Long-term debt, including current portion	0.0	0.0	0.0
Significant Observable Inputs (Level 2)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	0.0	0.0	0.0
Short-term debt	567.4	398.7	253.6
Long-term debt, including current portion	1,993.9	2,257.1	1,960.4
Significant Observable Inputs (Level 2) | Laclede Gas
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	0.0	0.0	0.0
Short-term debt	282.2	243.7	169.6
Long-term debt, including current portion	870.1	900.4	885.9
Significant Observable Inputs (Level 2) | Alagasco
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents			0.0
Short-term debt	109.3	82.0	41.0
Long-term debt, including current portion	261.6	275.5	262.7
Carrying Amount
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	19.6	5.2	8.7
Short-term debt	567.4	398.7	253.6
Long-term debt, including current portion	1,925.3	1,820.7	1,839.3
Carrying Amount | Laclede Gas
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	3.7	2.1	3.8
Short-term debt	282.2	243.7	169.6
Long-term debt, including current portion	804.3	804.1	803.7
Carrying Amount | Alagasco
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents			2.3
Short-term debt	109.3	82.0	41.0
Long-term debt, including current portion	247.7	247.6	247.6
Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	19.6	5.2	8.7
Short-term debt	567.4	398.7	253.6
Long-term debt, including current portion	1,993.9	2,257.1	1,960.4
Fair Value | Laclede Gas
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	3.7	2.1	3.8
Short-term debt	282.2	243.7	169.6
Long-term debt, including current portion	870.1	900.4	885.9
Fair Value | Alagasco
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents			2.3
Short-term debt	109.3	82.0	41.0
Long-term debt, including current portion	$ 261.6	$ 275.5	$ 262.7

XML

FAIR VALUE MEASUREMENTS (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Millions	Mar. 31, 2017	Sep. 30, 2016	Mar. 31, 2016
LIABILITIES
Effects of Netting and Cash Margin Receivables /Payables	$ (7.0)	$ (7.6)
Derivative liability	6.0	4.9
Laclede Gas
ASSETS
Effects of Netting and Cash Margin Receivables /Payables	(1.8)	(0.7)	$ 0.0
Derivative asset	24.7	25.8	20.2
LIABILITIES
Effects of Netting and Cash Margin Receivables /Payables	(0.5)	(1.6)	(13.7)
Derivative liability	0.0	0.2	6.0
Quoted Prices in Active Markets (Level 1)
LIABILITIES
Derivative liability before netting adjustment	2.6	5.1
Quoted Prices in Active Markets (Level 1) | Laclede Gas
ASSETS
Derivative asset before netting adjustment	22.4	22.4	16.2
LIABILITIES
Derivative liability before netting adjustment	0.5	1.6	13.7
Significant Observable Inputs (Level 2)
LIABILITIES
Derivative liability before netting adjustment	10.4	7.4
Significant Observable Inputs (Level 2) | Laclede Gas
ASSETS
Derivative asset before netting adjustment	4.1	4.1	4.0
LIABILITIES
Derivative liability before netting adjustment	0.0	0.2	6.0
Significant Unobservable Inputs (Level 3)
LIABILITIES
Derivative liability before netting adjustment	0.0	0.0
Significant Unobservable Inputs (Level 3) | Laclede Gas
ASSETS
Derivative asset before netting adjustment	0.0	0.0	0.0
LIABILITIES
Derivative liability before netting adjustment	0.0	0.0	0.0
US stock/bond mutual funds | Laclede Gas
ASSETS
Effects of Netting and Cash Margin Receivables /Payables	0.0	0.0	0.0
Derivative asset	21.8	20.9	20.2
US stock/bond mutual funds | Quoted Prices in Active Markets (Level 1) | Laclede Gas
ASSETS
Derivative asset before netting adjustment	17.7	16.8	16.2
US stock/bond mutual funds | Significant Observable Inputs (Level 2) | Laclede Gas
ASSETS
Derivative asset before netting adjustment	4.1	4.1	4.0
US stock/bond mutual funds | Significant Unobservable Inputs (Level 3) | Laclede Gas
ASSETS
Derivative asset before netting adjustment	0.0	0.0	0.0
NYMEX/ICE natural gas contracts | Laclede Gas
ASSETS
Effects of Netting and Cash Margin Receivables /Payables	(1.8)	(0.4)
Derivative asset	2.7	4.9
LIABILITIES
Effects of Netting and Cash Margin Receivables /Payables	(0.5)	(1.6)	(13.5)
Derivative liability	0.0	0.0	0.0
NYMEX/ICE natural gas contracts | Quoted Prices in Active Markets (Level 1) | Laclede Gas
ASSETS
Derivative asset before netting adjustment	4.5	5.3
LIABILITIES
Derivative liability before netting adjustment	0.5	1.6	13.5
NYMEX/ICE natural gas contracts | Significant Observable Inputs (Level 2) | Laclede Gas
ASSETS
Derivative asset before netting adjustment	0.0	0.0
LIABILITIES
Derivative liability before netting adjustment	0.0	0.0	0.0
NYMEX/ICE natural gas contracts | Significant Unobservable Inputs (Level 3) | Laclede Gas
ASSETS
Derivative asset before netting adjustment	0.0	0.0
LIABILITIES
Derivative liability before netting adjustment	0.0	0.0	0.0
Gasoline and heating oil contracts | Laclede Gas
ASSETS
Effects of Netting and Cash Margin Receivables /Payables	0.0	(0.3)
Derivative asset	0.2	0.0
LIABILITIES
Effects of Netting and Cash Margin Receivables /Payables			(0.2)
Derivative liability			0.0
Gasoline and heating oil contracts | Quoted Prices in Active Markets (Level 1) | Laclede Gas
ASSETS
Derivative asset before netting adjustment	0.2	0.3
LIABILITIES
Derivative liability before netting adjustment			0.2
Gasoline and heating oil contracts | Significant Observable Inputs (Level 2) | Laclede Gas
ASSETS
Derivative asset before netting adjustment	0.0	0.0
LIABILITIES
Derivative liability before netting adjustment			0.0
Gasoline and heating oil contracts | Significant Unobservable Inputs (Level 3) | Laclede Gas
ASSETS
Derivative asset before netting adjustment	0.0	0.0
LIABILITIES
Derivative liability before netting adjustment			0.0
OTCBB natural gas contracts | Laclede Gas
LIABILITIES
Effects of Netting and Cash Margin Receivables /Payables		0.0	0.0
Derivative liability		0.2	6.0
OTCBB natural gas contracts | Quoted Prices in Active Markets (Level 1) | Laclede Gas
LIABILITIES
Derivative liability before netting adjustment		0.0	0.0
OTCBB natural gas contracts | Significant Observable Inputs (Level 2) | Laclede Gas
LIABILITIES
Derivative liability before netting adjustment		0.2	6.0
OTCBB natural gas contracts | Significant Unobservable Inputs (Level 3) | Laclede Gas
LIABILITIES
Derivative liability before netting adjustment		0.0	0.0
Other | Interest rate swaps
ASSETS
Effects of Netting and Cash Margin Receivables /Payables	0.0
Derivative asset	0.2
LIABILITIES
Effects of Netting and Cash Margin Receivables /Payables		0.0	0.0
Derivative liability		3.0	1.8
Other | Interest rate swaps | Quoted Prices in Active Markets (Level 1)
ASSETS
Derivative asset before netting adjustment	0.0
LIABILITIES
Derivative liability before netting adjustment		0.0	0.0
Other | Interest rate swaps | Significant Observable Inputs (Level 2)
ASSETS
Derivative asset before netting adjustment	0.2
LIABILITIES
Derivative liability before netting adjustment		3.0	1.8
Other | Interest rate swaps | Significant Unobservable Inputs (Level 3)
ASSETS
Derivative asset before netting adjustment	0.0
LIABILITIES
Derivative liability before netting adjustment		0.0	0.0
Gas Utility
ASSETS
Effects of Netting and Cash Margin Receivables /Payables	(1.8)	(0.7)	0.0
Derivative asset	24.7	25.9	20.3
LIABILITIES
Effects of Netting and Cash Margin Receivables /Payables	(0.5)	(1.6)	(13.7)
Derivative liability	0.0	0.2	6.0
Gas Utility | Quoted Prices in Active Markets (Level 1)
ASSETS
Derivative asset before netting adjustment	22.4	22.5	16.3
LIABILITIES
Derivative liability before netting adjustment	0.5	1.6	13.7
Gas Utility | Significant Observable Inputs (Level 2)
ASSETS
Derivative asset before netting adjustment	4.1	4.1	4.0
LIABILITIES
Derivative liability before netting adjustment	0.0	0.2	6.0
Gas Utility | Significant Unobservable Inputs (Level 3)
ASSETS
Derivative asset before netting adjustment	0.0	0.0	0.0
LIABILITIES
Derivative liability before netting adjustment	0.0	0.0	0.0
Gas Utility | US stock/bond mutual funds
ASSETS
Effects of Netting and Cash Margin Receivables /Payables	0.0	0.0	0.0
Derivative asset	21.8	20.9	20.2
Gas Utility | US stock/bond mutual funds | Quoted Prices in Active Markets (Level 1)
ASSETS
Derivative asset before netting adjustment	17.7	16.8	16.2
Gas Utility | US stock/bond mutual funds | Significant Observable Inputs (Level 2)
ASSETS
Derivative asset before netting adjustment	4.1	4.1	4.0
Gas Utility | US stock/bond mutual funds | Significant Unobservable Inputs (Level 3)
ASSETS
Derivative asset before netting adjustment	0.0	0.0	0.0
Gas Utility | NYMEX/ICE natural gas contracts
ASSETS
Effects of Netting and Cash Margin Receivables /Payables	(1.8)	(0.4)
Derivative asset	2.7	4.9
LIABILITIES
Effects of Netting and Cash Margin Receivables /Payables	(0.5)	(1.6)	(13.5)
Derivative liability	0.0	0.0	0.0
Gas Utility | NYMEX/ICE natural gas contracts | Quoted Prices in Active Markets (Level 1)
ASSETS
Derivative asset before netting adjustment	4.5	5.3
LIABILITIES
Derivative liability before netting adjustment	0.5	1.6	13.5
Gas Utility | NYMEX/ICE natural gas contracts | Significant Observable Inputs (Level 2)
ASSETS
Derivative asset before netting adjustment	0.0	0.0
LIABILITIES
Derivative liability before netting adjustment	0.0	0.0	0.0
Gas Utility | NYMEX/ICE natural gas contracts | Significant Unobservable Inputs (Level 3)
ASSETS
Derivative asset before netting adjustment	0.0	0.0
LIABILITIES
Derivative liability before netting adjustment	0.0	0.0	0.0
Gas Utility | Gasoline and heating oil contracts
ASSETS
Effects of Netting and Cash Margin Receivables /Payables	0.0	(0.3)	0.0
Derivative asset	0.2	0.1	0.1
Gas Utility | Gasoline and heating oil contracts | Quoted Prices in Active Markets (Level 1)
ASSETS
Derivative asset before netting adjustment	0.2	0.4	0.1
Gas Utility | Gasoline and heating oil contracts | Significant Observable Inputs (Level 2)
ASSETS
Derivative asset before netting adjustment	0.0	0.0	0.0
Gas Utility | Gasoline and heating oil contracts | Significant Unobservable Inputs (Level 3)
ASSETS
Derivative asset before netting adjustment	0.0	0.0	0.0
Gas Utility | OTCBB natural gas contracts
LIABILITIES
Effects of Netting and Cash Margin Receivables /Payables		0.0	0.0
Derivative liability		0.2	6.0
Gas Utility | OTCBB natural gas contracts | Quoted Prices in Active Markets (Level 1)
LIABILITIES
Derivative liability before netting adjustment		0.0	0.0
Gas Utility | OTCBB natural gas contracts | Significant Observable Inputs (Level 2)
LIABILITIES
Derivative liability before netting adjustment		0.2	6.0
Gas Utility | OTCBB natural gas contracts | Significant Unobservable Inputs (Level 3)
LIABILITIES
Derivative liability before netting adjustment		0.0	0.0
Gas Utility | NYMEX gasoline and heating oil contracts
LIABILITIES
Effects of Netting and Cash Margin Receivables /Payables			(0.2)
Derivative liability			0.0
Gas Utility | NYMEX gasoline and heating oil contracts | Quoted Prices in Active Markets (Level 1)
LIABILITIES
Derivative liability before netting adjustment			0.2
Gas Utility | NYMEX gasoline and heating oil contracts | Significant Observable Inputs (Level 2)
LIABILITIES
Derivative liability before netting adjustment			0.0
Gas Utility | NYMEX gasoline and heating oil contracts | Significant Unobservable Inputs (Level 3)
LIABILITIES
Derivative liability before netting adjustment			0.0
Gas Marketing
LIABILITIES
Effects of Netting and Cash Margin Receivables /Payables			(20.0)
Derivative liability			10.7
Gas Marketing | Quoted Prices in Active Markets (Level 1)
LIABILITIES
Derivative liability before netting adjustment			15.8
Gas Marketing | Significant Observable Inputs (Level 2)
LIABILITIES
Derivative liability before netting adjustment			14.9
Gas Marketing | Significant Unobservable Inputs (Level 3)
LIABILITIES
Derivative liability before netting adjustment			0.0
Gas Marketing | US stock/bond mutual funds
ASSETS
Effects of Netting and Cash Margin Receivables /Payables	(6.7)	(5.0)	(5.9)
Derivative asset	31.0	34.3	31.1
Gas Marketing | US stock/bond mutual funds | Quoted Prices in Active Markets (Level 1)
ASSETS
Derivative asset before netting adjustment	23.4	22.9	18.3
Gas Marketing | US stock/bond mutual funds | Significant Observable Inputs (Level 2)
ASSETS
Derivative asset before netting adjustment	14.1	16.2	18.5
Gas Marketing | US stock/bond mutual funds | Significant Unobservable Inputs (Level 3)
ASSETS
Derivative asset before netting adjustment	0.2	0.2	0.2
Gas Marketing | NYMEX/ICE natural gas contracts
ASSETS
Effects of Netting and Cash Margin Receivables /Payables	(4.4)	(3.4)	(5.1)
Derivative asset	0.2	0.4	3.7
LIABILITIES
Effects of Netting and Cash Margin Receivables /Payables	(6.0)	(5.1)	(5.5)
Derivative liability	0.0	0.0	0.0
Gas Marketing | NYMEX/ICE natural gas contracts | Quoted Prices in Active Markets (Level 1)
ASSETS
Derivative asset before netting adjustment	1.0	0.4	2.0
LIABILITIES
Derivative liability before netting adjustment	2.1	3.5	2.1
Gas Marketing | NYMEX/ICE natural gas contracts | Significant Observable Inputs (Level 2)
ASSETS
Derivative asset before netting adjustment	3.6	3.4	6.8
LIABILITIES
Derivative liability before netting adjustment	3.9	1.6	3.4
Gas Marketing | NYMEX/ICE natural gas contracts | Significant Unobservable Inputs (Level 3)
ASSETS
Derivative asset before netting adjustment	0.0	0.0	0.0
LIABILITIES
Derivative liability before netting adjustment	0.0	0.0	0.0
Gas Marketing | Natural gas commodity contracts
ASSETS
Effects of Netting and Cash Margin Receivables /Payables	(0.5)	(0.9)	(0.8)
Derivative asset	5.9	8.0	7.1
LIABILITIES
Effects of Netting and Cash Margin Receivables /Payables	(0.5)	(0.9)	(0.8)
Derivative liability	6.0	1.7	2.9
Gas Marketing | Natural gas commodity contracts | Quoted Prices in Active Markets (Level 1)
ASSETS
Derivative asset before netting adjustment	0.0	0.0	0.0
LIABILITIES
Derivative liability before netting adjustment	0.0	0.0	0.0
Gas Marketing | Natural gas commodity contracts | Significant Observable Inputs (Level 2)
ASSETS
Derivative asset before netting adjustment	6.2	8.7	7.7
LIABILITIES
Derivative liability before netting adjustment	6.5	2.6	3.7
Gas Marketing | Natural gas commodity contracts | Significant Unobservable Inputs (Level 3)
ASSETS
Derivative asset before netting adjustment	0.2	0.2	0.2
LIABILITIES
Derivative liability before netting adjustment	$ 0.0	$ 0.0	$ 0.0

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CONCENTRATIONS OF CREDIT RISK (Details) $ in Millions	6 Months Ended
	Mar. 31, 2017 USD ($) subsegment counterparty
Concentration Risk [Line Items]
Number of groups with potential to affect overall exposure | subsegment	3
Number of large counterparties for which credit risk is disclosed | counterparty	5
Number of counterparties with investment-grade rating | counterparty	4
Energy Producers And Their Affiliates
Concentration Risk [Line Items]
Accounts receivable	$ 15.1
Net receivable amount	8.8
Utility Companies And Their Affiliates
Concentration Risk [Line Items]
Accounts receivable	53.4
Net receivable amount	50.0
Largest Counterparties
Concentration Risk [Line Items]
Accounts receivable	30.0
Net receivable amount	$ 27.7

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PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS - Narrative (Details) - USD ($)	3 Months Ended			6 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2015	Mar. 31, 2017	Mar. 31, 2016
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Extent of lump-sum payments recognized, percentage				100.00%
Lump-sum payments recognized as settlement				$ 11,800,000.0
Medical insurance available until age is reached after early retirement				65 years
Pension Plans
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Gain (Loss) on lump-sum settlements	$ (11,900,000)	$ 2,200,000		$ (11,900,000)	$ 2,200,000
Special termination benefits	0	0		0	1,600,000
Pension Plans | Alagasco
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Lump-sum payments recognized as settlement	1,900,000.0
Gain (Loss) on lump-sum settlements	(400,000)	2,200,000		(400,000)	2,200,000
Contributions made by employer				0
Pension Plans | Laclede Gas
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Lump-sum payments recognized as settlement	36,300,000.0
Gain (Loss) on lump-sum settlements	(11,500,000)	0		(11,500,000)	0
Special termination benefits	0	0	$ 1,600,000	0	1,600,000
Contributions made by employer				12,300,000
Anticipated contributions to pension plans for qualified trust				16,700,000
Nonqualified Pension Plans | Laclede Gas
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Contributions made by employer				100,000
Anticipated contributions to pension plans for qualified trust				500,000
Postretirement Plans
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Special termination benefits	0	0	$ 2,600,000	0	2,600,000
Anticipated contributions to pension plans for qualified trust				4,100,000
Anticipated payment directly to participants in postretirement plan				400,000
Postretirement Plans | Laclede Gas
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Special termination benefits	$ 0	$ 0		$ 0	$ 2,600,000

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PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS - Net Periodic Cost (Details) - USD ($) $ in Millions	3 Months Ended			6 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2015	Mar. 31, 2017	Mar. 31, 2016
Pension Plans
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Service cost – benefits earned during the period	$ 5.2	$ 3.8		$ 10.5	$ 7.7
Interest cost on projected benefit obligation	6.9	7.0		13.8	14.1
Expected return on plan assets	(9.7)	(8.8)		(19.6)	(17.7)
Amortization of prior service cost (credit)	0.3	0.1		0.5	0.2
Amortization of actuarial gain (loss)	3.2	2.0		6.6	4.0
Loss (gain) on lump-sum settlements	11.9	(2.2)		11.9	(2.2)
Special termination benefits	0.0	0.0		0.0	1.6
Subtotal	17.8	1.9		23.7	7.7
Regulatory adjustment	(7.4)	6.1		(2.8)	11.1
Net pension cost (income)	10.4	8.0		20.9	18.8
Postretirement Plans
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Service cost – benefits earned during the period	2.7	2.7		5.5	5.5
Interest cost on projected benefit obligation	2.2	2.5		4.3	5.0
Expected return on plan assets	(3.4)	(3.4)		(6.8)	(6.8)
Amortization of prior service cost (credit)	0.0	0.0		0.0	0.1
Amortization of actuarial gain (loss)	0.6	0.9		1.2	1.8
Special termination benefits	0.0	0.0	$ 2.6	0.0	2.6
Subtotal	2.1	2.7		4.2	8.2
Regulatory adjustment	(0.8)	(1.7)		(1.6)	(5.9)
Net pension cost (income)	1.3	1.0		2.6	2.3
Laclede Gas | Pension Plans
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Service cost – benefits earned during the period	3.3	2.5		6.6	5.0
Interest cost on projected benefit obligation	4.9	5.4		9.7	10.8
Expected return on plan assets	(7.1)	(6.7)		(14.4)	(13.4)
Amortization of prior service cost (credit)	0.3	0.1		0.5	0.2
Amortization of actuarial gain (loss)	2.8	2.0		5.7	4.0
Loss (gain) on lump-sum settlements	11.5	0.0		11.5	0.0
Special termination benefits	0.0	0.0	$ 1.6	0.0	1.6
Subtotal	15.7	3.3		19.6	8.2
Regulatory adjustment	(8.6)	2.3		(5.8)	5.8
Net pension cost (income)	7.1	5.6		13.8	14.0
Laclede Gas | Postretirement Plans
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Service cost – benefits earned during the period	2.6	2.6		5.2	5.3
Interest cost on projected benefit obligation	1.7	2.0		3.4	4.0
Expected return on plan assets	(2.2)	(2.2)		(4.5)	(4.3)
Amortization of prior service cost (credit)	0.0	0.0		0.1	0.1
Amortization of actuarial gain (loss)	0.7	0.9		1.3	1.9
Special termination benefits	0.0	0.0		0.0	2.6
Subtotal	2.8	3.3		5.5	9.6
Regulatory adjustment	(0.3)	(1.2)		(0.7)	(5.0)
Net pension cost (income)	2.5	2.1		4.8	4.6
Alagasco | Pension Plans
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Service cost – benefits earned during the period	1.5	1.3		3.1	2.7
Interest cost on projected benefit obligation	1.5	1.6		3.0	3.3
Expected return on plan assets	(1.8)	(2.1)		(3.6)	(4.3)
Amortization of actuarial gain (loss)	0.4	0.0		0.9	0.0
Loss (gain) on lump-sum settlements	0.4	(2.2)		0.4	(2.2)
Subtotal	2.0	(1.4)		3.8	(0.5)
Regulatory adjustment	1.1	3.8		2.7	5.3
Net pension cost (income)	3.1	2.4		6.5	4.8
Alagasco | Postretirement Plans
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Service cost – benefits earned during the period	0.1	0.1		0.2	0.2
Interest cost on projected benefit obligation	0.4	0.5		0.8	1.0
Expected return on plan assets	(1.1)	(1.2)		(2.2)	(2.5)
Amortization of prior service cost (credit)	0.0	0.0		(0.1)	0.0
Amortization of actuarial gain (loss)	(0.1)	0.0		(0.1)	(0.1)
Subtotal	(0.7)	(0.6)		(1.4)	(1.4)
Regulatory adjustment	(0.5)	(0.5)		(0.9)	(0.9)
Net pension cost (income)	$ (1.2)	$ (1.1)		$ (2.3)	$ (2.3)

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INFORMATION BY OPERATING SEGMENT - Schedule of Operating Segment Information (Details) $ in Millions	3 Months Ended		6 Months Ended
	Mar. 31, 2017 USD ($)	Mar. 31, 2016 USD ($)	Mar. 31, 2017 USD ($) reporting_unit	Mar. 31, 2016 USD ($)	Sep. 30, 2016 USD ($)
Segment Reporting [Abstract]
Number of operating segments | reporting_unit			2
Operating Segment Information [Abstract]
Total revenues including intersegment revenues	$ 663.4	$ 609.3	$ 1,158.5	$ 1,008.7
Total Operating Revenues	663.4	609.3	1,158.5	1,008.7
Gas Utility
Natural and propane gas	254.3	261.1	448.1	409.6
Operation and maintenance	98.4	94.3	197.8	185.9
Depreciation and amortization	37.9	33.8	75.6	67.3
Taxes, other than income taxes	48.3	43.9	81.7	72.1
Total Gas Utility Operating Expenses	438.9	433.1	803.2	734.9
Gas Marketing and Other	44.1	8.5	85.8	19.1
Total Operating Expenses	483.0	441.6	889.0	754.0
Operating Income	180.4	167.7	269.5	254.7
Net Economic Earnings (Loss)	109.0	103.5	156.5	148.6
ASSETS
Total Assets	6,256.7	5,307.5	6,256.7	5,307.5	$ 6,064.4
Intersegment revenues
Operating Segment Information [Abstract]
Total revenues including intersegment revenues	0.0	0.0	0.0	0.0
Other
Operating Segment Information [Abstract]
Total revenues including intersegment revenues	0.1	0.4	1.2	0.8
Total Operating Revenues	1.8	0.9	3.6	1.7
Gas Utility
Natural and propane gas	0.0	0.0	0.0	0.0
Operation and maintenance	0.0	0.0	0.0	0.0
Depreciation and amortization	0.0	0.0	0.0	0.0
Taxes, other than income taxes	0.0	0.0	0.0	0.0
Total Gas Utility Operating Expenses	0.0	0.0	0.0	0.0
Gas Marketing and Other	2.3	3.1	4.3	4.7
Total Operating Expenses	2.3	3.1	4.3	4.7
Operating Income	(0.5)	(2.2)	(0.7)	(3.0)
Net Economic Earnings (Loss)	(3.2)	(2.0)	(8.9)	(6.6)
ASSETS
Total Assets	2,199.1	1,516.5	2,199.1	1,516.5	1,836.6
Other | Intersegment revenues
Operating Segment Information [Abstract]
Total revenues including intersegment revenues	1.7	0.5	2.4	0.9
Eliminations
Operating Segment Information [Abstract]
Total revenues including intersegment revenues	0.0	0.0	0.0	0.0
Total Operating Revenues	(4.3)	(12.3)	(9.4)	(26.0)
Gas Utility
Natural and propane gas	(21.3)	(11.9)	(42.0)	(25.3)
Operation and maintenance	(0.9)	(0.3)	(2.0)	(0.6)
Depreciation and amortization	0.0	0.0	0.0	0.0
Taxes, other than income taxes	0.0	0.0	0.0	0.0
Total Gas Utility Operating Expenses	(22.2)	(12.2)	(44.0)	(25.9)
Gas Marketing and Other	17.9	(0.1)	34.6	(0.1)
Total Operating Expenses	(4.3)	(12.3)	(9.4)	(26.0)
Operating Income	0.0	0.0	0.0	0.0
Net Economic Earnings (Loss)	0.0	0.0	0.0	0.0
ASSETS
Total Assets	(1,451.4)	(1,045.7)	(1,451.4)	(1,045.7)	(1,161.9)
Eliminations | Intersegment revenues
Operating Segment Information [Abstract]
Total revenues including intersegment revenues	(4.3)	(12.3)	(9.4)	(26.0)
Gas Utility | Operating Segments
Operating Segment Information [Abstract]
Total revenues including intersegment revenues	641.1	611.5	1,113.4	1,010.3
Total Operating Revenues	643.7	612.7	1,120.4	1,012.2
Gas Utility
Natural and propane gas	275.6	273.0	490.1	434.9
Operation and maintenance	99.3	94.6	199.8	186.5
Depreciation and amortization	37.9	33.8	75.6	67.3
Taxes, other than income taxes	48.3	43.9	81.7	72.1
Total Gas Utility Operating Expenses	461.1	445.3	847.2	760.8
Gas Marketing and Other	0.0	0.0	0.0	0.0
Total Operating Expenses	461.1	445.3	847.2	760.8
Operating Income	182.6	167.4	273.2	251.4
Net Economic Earnings (Loss)	112.2	102.5	164.0	152.5
ASSETS
Total Assets	5,290.8	4,680.2	5,290.8	4,680.2	5,184.7
Gas Utility | Operating Segments | Intersegment revenues
Operating Segment Information [Abstract]
Total revenues including intersegment revenues	2.6	1.2	7.0	1.9
Gas Marketing | Operating Segments
Operating Segment Information [Abstract]
Total revenues including intersegment revenues	22.2	(2.6)	43.9	(2.4)
Total Operating Revenues	22.2	8.0	43.9	20.8
Gas Utility
Natural and propane gas	0.0	0.0	0.0	0.0
Operation and maintenance	0.0	0.0	0.0	0.0
Depreciation and amortization	0.0	0.0	0.0	0.0
Taxes, other than income taxes	0.0	0.0	0.0	0.0
Total Gas Utility Operating Expenses	0.0	0.0	0.0	0.0
Gas Marketing and Other	23.9	5.5	46.9	14.5
Total Operating Expenses	23.9	5.5	46.9	14.5
Operating Income	(1.7)	2.5	(3.0)	6.3
Net Economic Earnings (Loss)	0.0	3.0	1.4	2.7
ASSETS
Total Assets	218.2	156.5	218.2	156.5	$ 205.0
Gas Marketing | Operating Segments | Intersegment revenues
Operating Segment Information [Abstract]
Total revenues including intersegment revenues	$ 0.0	$ 10.6	$ 0.0	$ 23.2

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INFORMATION BY OPERATING SEGMENT - Reconciliation of Consolidated Net Income to Consolidated Net Economic Earnings (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Mar. 31, 2017	Mar. 31, 2016
Segment Reporting [Abstract]
Net Income	$ 108.0	$ 100.8	$ 153.2	$ 147.7
Unrealized loss (gain) on energy-related derivative contracts	1.6	2.9	5.4	(2.0)
Lower of cost or market inventory adjustments	0.1	0.1	0.0	0.7
Realized gain on economic hedges prior to sale of the physical commodity	(0.1)	(0.5)	(0.2)	(0.6)
Acquisition, divestiture and restructuring activities	0.1	2.0	0.2	3.3
Income tax effect of adjustments	(0.7)	(1.8)	(2.1)	(0.5)
Net Economic Earnings	$ 109.0	$ 103.5	$ 156.5	$ 148.6

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COMMITMENTS AND CONTINGENCIES - Commitments (Details) $ in Millions	6 Months Ended
	Mar. 31, 2017 USD ($)
Long-term Purchase Commitment [Line Items]
Minimum total payments required for natural gas contracts	$ 1,484.8
Laclede Gas
Long-term Purchase Commitment [Line Items]
Minimum total payments required for natural gas contracts	587.4
Alagasco
Long-term Purchase Commitment [Line Items]
Minimum total payments required for natural gas contracts	$ 315.7

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COMMITMENTS AND CONTINGENCIES - Contingencies (Details)		6 Months Ended	57 Months Ended
	Dec. 17, 2013 fatality	Mar. 31, 2017 plaintiff site lawsuit	Dec. 31, 2016 lawsuit	Sep. 30, 2014 site
Laclede Gas
Loss Contingencies [Line Items]
Number of former manufactured gas plant (MGP) sites in Missouri		4
Number of former manufactured gas plant (MGP) sites enrolled in BVCP		2
Alagasco
Loss Contingencies [Line Items]
Number of former manufactured gas plant (MGP)		9
Number of former manufactured gas distribution		5
Number of incident fatalities | fatality	1
Mobile Gas Service Corporation [Member]
Loss Contingencies [Line Items]
Number of lawsuits filed | lawsuit			14
Number of lawsuits settled | lawsuit			11
Number of lawsuits pending | lawsuit		3
Previous Ownership | Laclede Gas
Loss Contingencies [Line Items]
Number of former manufactured gas plant (MGP)				19
Previous Ownership | Missouri Gas Energy (MGE)
Loss Contingencies [Line Items]
Number of former manufactured gas plant (MGP)		7
Previous Ownership | Mobile Gas Service Corporation [Member]
Loss Contingencies [Line Items]
Number of former manufactured gas plant (MGP)		1
Current Ownership | Alagasco
Loss Contingencies [Line Items]
Number of former manufactured gas plant (MGP)		4
Number of former manufactured gas distribution		1
Pending Litigation [Member] | Mobile Gas Service Corporation [Member]
Loss Contingencies [Line Items]
Number of plaintiffs | plaintiff		270
Shrewsbury, Missouri | Laclede Gas
Loss Contingencies [Line Items]
Number of former manufactured gas plant (MGP) sites in Missouri		1
St. Louis, Missouri | Laclede Gas
Loss Contingencies [Line Items]
Number of former manufactured gas plant (MGP) sites in Missouri		3

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SUBSEQUENT EVENTS (Details) $ / shares in Units, $ in Millions			6 Months Ended
	Apr. 11, 2017 USD ($)	Apr. 03, 2017 USD ($) equity_units $ / shares shares	Mar. 31, 2017 USD ($) shares	Mar. 31, 2016 USD ($) shares	Sep. 30, 2016 shares	Jun. 30, 2014 $ / shares
Subsequent Event [Line Items]
Common stock, issued (in shares) | shares			45,700,000	43,400,000	45,600,000
Corporate units, stated value per unit (usd per share) | $ / shares						$ 50
Subsequent Event
Subsequent Event [Line Items]
Common stock, issued (in shares) | shares		2,500,000.0
Shares issued, price per share (usd per share) | $ / shares		$ 57.3921
Price per share, paid for fractional shares (usd per share) | $ / shares		$ 67.50
Conversion to common stock, rate per share (percentage)		0.8712
Repayment of short-term debt - net		$ 142.0
Laclede Gas
Subsequent Event [Line Items]
Common stock, issued (in shares) | shares			24,577	24,577	24,577
Repayment of short-term debt - net			$ 243.7	$ 63.4
Laclede Gas | Eastern Missouri service | Subsequent Event
Subsequent Event [Line Items]
Public Utilities, requested rate increase (decrease), amount	$ 28.5
Laclede Gas | Western Missouri Service | Subsequent Event
Subsequent Event [Line Items]
Public Utilities, requested rate increase (decrease), amount	$ 37.0
Securities Subject to Mandatory Redemption [Member] | Subsequent Event
Subsequent Event [Line Items]
Number of equity instruments | equity_units		2,875,000