Form of Performance Contingent Restricted Stock Unit Award Agreement

Exhibit 10.1

THIS AGREEMENT, made as of the 3rd day of December 2012, between The Laclede Group, Inc. (“Company”) and [Name] (“Participant”).

Pursuant to the terms of the Company's 2006 Equity Incentive Plan as approved by shareholders in January 2011 (“Plan”), the Participant has been awarded [high performance number of units] performance contingent stock units subject to the terms and conditions of the Plan and this Award Agreement (“Units”). This number represents the High Performance level of achievement and is the maximum number of Units that can be earned under this Award Agreement.

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

this Agreement, the terms and conditions of the Plan, as interpreted by the Administrator, shall govern. All capitalized terms used herein, but not otherwise defined, shall have the meaning given to such terms in the Plan.

The actual number of Units that vest after achieving Dividend Related Earnings during the Performance Period may be reduced by the Committee in its sole and absolute discretion based on such factors as the Committee determines to be appropriate and/or advisable including, without limitation, the Company's achievement relative to the metrics set forth in Appendix A to this Agreement for the Performance Period (“Performance Metrics Formula”). It is the intention of the Committee that the Committee will exercise its discretion to reduce the number of Units that will vest based on the Performance Metrics Formula, provided that the Committee reserves the right to deviate from the Performance Metrics Formula and may reduce the number of Units that will vest based on such other factors as the Committee in its sole and absolute discretion determines to be appropriate and/or advisable; provided, however, that it is the intention of the Committee that it will deviate from the Performance Metrics Formula only in extreme and unusual circumstances.

Any Dividend Equivalents that the Committee certifies are earned relative to the Units will be paid to the Participant in no event later than March 15 of the calendar year following the end of the Vesting Date. Any Shares underlying the Units that the Committee certifies are earned will be issued and delivered to the Participant in no event later than March 15 of the calendar year following the Vesting Date.

Notwithstanding the foregoing,

Equivalents payable within 30 days following such Change in Control if:

(i) the Award has not otherwise been forfeited and

(ii) the successor or surviving corporation (or parent thereof) does not assume this Award or replace it with a comparable award, provided further that if the Award is assumed or replaced, such assumed or replaced Award shall provide that the restrictions shall lapse if Participant is involuntarily terminated without Cause within 24 months of the Change in Control (a “Change in Control Termination”);

local income, FICA or other taxes of any kind with respect to such shares. The Participant may, by notice to the Company, elect to have such withholding satisfied by a reduction of the number of whole Shares otherwise so deliverable, such reduction to be calculated based on the Fair Market Value of the Shares on the Vesting Date. The value of Shares withheld will not exceed the minimum amount of tax required to be withheld by law. The Company and its subsidiaries shall, to the extent permitted by law, have the right to deduct such taxes, from any payment of any kind otherwise due to Participant. Dividend Equivalents that become payable as provided in this Agreement shall be subject to tax withholdings in accordance with tax laws then in effect.

For purposes of this Section 10, “Confidential Information” means information concerning the Company, its subsidiaries and their business that is not generally known outside the Company, and includes (A) trade secrets; (B) intellectual property; (C) methods of operation and processes; (D) information regarding present and/or future products, developments, processes and systems; (E) information on customers or potential customers, including customers' names, sales records, prices, and other terms of sales and cost information; (F) personnel data; (G) business plans, marketing plans, financial data and projections; and (H) information received in confidence from third parties. This provision shall not preclude the Participant from use or disclosure of information known generally to the public other than by his or her disclosure of such information or of information not considered confidential by persons engaged in the business conducted by the Company or subsidiary or from disclosure required by law or court order.

“Solicits Employees” means the Participant's direct or indirect hire of, solicit to hire, or attempt to induce (or Participant's assisting of any third party to hire, solicit or attempt to induce) any employee of the Company or a subsidiary (who is an employee of the Company or a subsidiary as of the time of such hire or solicitation or attempt to hire) or any former employee of the Company or a subsidiary (who was employed by the Company or a subsidiary within the 12-month period immediately

preceding the date of such hire or solicitation or attempt to hire) to leave the employment of the Company or a subsidiary.

In addition, the Participant expressly acknowledges that violation by the Participant of Section 10 of this Agreement will obligate the Participant to pay to the Company the Fair Market Value of the Shares underlying the Units that become vested or are issued pursuant to Section 5.

Performance Period. The Performance Period begins October 1, 2012 and ends September 30, 2015.

Dividend Related Earnings. Dividend Related Earnings means average Earnings Per Share over the Performance Period in excess of the annualized declared dividend per share for the Common Stock as of the Award Date.

Earnings Per Share. For purposes of this Agreement, Earnings Per Share means net economic earnings per share as reported in the Company's periodic reports filed with the Securities and Exchanges Commission reporting the results for quarterly and annual periods in the Performance Period. The number of shares of Common Stock used in calculating Earnings Per Share will be consistent with that number used to calculate the Company's basic earnings per share in its periodic reports.

Performance Metrics. The Performance Metrics Formula for this Award that the Committee will use to exercise its discretion to reduce the number of Units that will Vest upon the Company's achievement of Dividend Related Earnings include three performance metrics: Average Earnings Per Share (50% weighting), Growth Investments (25% weighting), and Relative Total Shareholder Return (25% weighting) as described in more detail below:

Metric 1 - Average Earnings Per Share - Achieve Company average Earnings Per Share over the Performance Period as specified below.

Metric 2 - Growth Investments.

Metric 3 - Relative Total Shareholder Return (TSR) - Achieve level of TSR relative to established comparator group using average stock price for last quarter of fiscal year 2012 and average stock price for last quarter of fiscal year 2015, plus the value of reinvested dividends as provided below.

Performance Metrics Formula.

Because the Company cannot issue fractional shares, the Administrator will round down to the nearest whole number of Units in all calculations.