4168621 105447057.13 ALABAMA GAS CORPORATION $115,000,000 $35,000,000 3.21% Series 2015 Senior Notes, Tranche A, due September 15, 2025 $80,000,000 4.31% Series 2015 Senior Notes, Tranche B, due December 1, 2045 _____________ MASTER NOTE PURCHASE...

4168621 105447057.13 ALABAMA GAS CORPORATION $115,000,000 $35,000,000 3.21% Series 2015 Senior Notes, Tranche A, due September 15, 2025 $80,000,000 4.31% Series 2015 Senior Notes, Tranche B, due December 1, 2045 _____________ MASTER NOTE PURCHASE AGREEMENT _____________ DATED JUNE 5, 2015

-iv- 105447057.13 SCHEDULE B — Defined Terms 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 3.21% Series 2015 Senior Note, Tranche A, due September 15, 2025 EXHIBIT 1(b) — Form of 4.31% Series 2015 Senior Note, Tranche B, due December 1, 2045 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 EXHIBIT 9.8 — Form of Subsidiary Guaranty Agreement EXHIBIT S — Form of Supplement to Master Note Purchase Agreement

Alabama Gas Corporation Master Note Purchase Agreement -2- 105447057.13 (i) each Series of Additional Notes, when so issued, shall be differentiated from all previous Series by 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 2015 Notes, or any other holder of Notes, shall not have any obligation to purchase any Additional Notes.

Alabama Gas Corporation Master Note Purchase Agreement -3- 105447057.13 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 2015 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 2015 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.

Alabama Gas Corporation Master Note Purchase Agreement -4- 105447057.13 SECTION 3. CLOSING. The execution and delivery of this Agreement will be made at the offices of Xxxxxxx and Xxxxxx LLP, 000 Xxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 on the date first written above (the “Execution Date”). The sale and purchase of the Tranche A Notes to be purchased by each Purchaser shall occur at the offices of Xxxxxxx and Xxxxxx LLP, 000 Xxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, at 10:00 A.M., Chicago time, at a closing (the “First Closing”) on September 15, 2015. The sale and purchase of the Tranche B Notes to be purchased by each Purchaser shall occur at the offices of Xxxxxxx and Xxxxxx LLP, 000 Xxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, at 10:00 A.M., Chicago time, at a closing (the “Second Closing”) on December 1, 2015. The First Closing and the Second Closing are each referred to herein as a “Closing.” At each Closing the Company will deliver to each Purchaser the Series 2015 Notes of the tranche to be purchased by such Purchaser in the form of a single Series 2015 Note (or such greater number of Series 2015 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 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 4.10. If at such Closing the Company shall fail to tender such Series 2015 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 such Purchaser’s reasonable satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement (other than those obligations arising under Section 20), 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 Series 2015 Notes to be sold to such Purchaser at the applicable 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 2015 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.

Alabama Gas Corporation Master Note Purchase Agreement -5- 105447057.13 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 2015 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 Xxxxxxx Xxxxxxx Street LLP and Xxxxx Xxxxxx 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 Xxxxxxx and Xxxxxx 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 the Series 2015 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 2015 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 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 Closing.

Alabama Gas Corporation Master Note Purchase Agreement -6- 105447057.13 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 2015 Notes. 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 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 transferee bank’s ABA number and (iii) the account name and number into which the purchase price for the Series 2015 Notes is to be deposited. Section 4.11. 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 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 this Agreement and the Series 2015 Notes and to perform the provisions hereof and thereof. Section 5.2. Authorization, Etc. This Agreement and the Series 2015 Notes have 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 2015 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

Alabama Gas Corporation Master Note Purchase Agreement -7- 105447057.13 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, X.X.Xxxxxx Securities LLC, has delivered to each Purchaser a copy of a Private Placement Memorandum, dated May 8, 2015 (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 May 21, 2015 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, 2014, 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 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

Alabama Gas Corporation Master Note Purchase Agreement -8- 105447057.13 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 this Agreement and the Series 2015 Notes and the performance by the Company of the requirements of this Agreement and the Series 2015 Notes 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 this Agreement or the Series 2015 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, (i) 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.

Alabama Gas Corporation Master Note Purchase Agreement -9- 105447057.13 (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 December 31, 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

Alabama Gas Corporation Master Note Purchase Agreement -12- 105447057.13 Economic Sanctions”) (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (i), clause (ii) or clause (iii), a “Blocked Person”). Neither the Company nor any Controlled Entity has been notified that its name appears or may in the future appear on a state list of Persons that engage in investment or other commercial activities in Iran or any other country that is subject to U.S. Economic Sanctions. (b) No part of the proceeds from the sale of the Series 2015 Notes hereunder 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, (i) in connection with any investment in, or any transactions or dealings with, any Blocked Person, or (ii) otherwise in violation of U.S. Economic Sanctions. (c) Neither the Company nor any Controlled Entity (i) has been found in violation of, charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under the Currency and Foreign Transactions Reporting Act of 1970 (otherwise known as the Bank Secrecy Act), the USA PATRIOT Act or any other United States law or regulation governing such activities (collectively, “Anti-Money Laundering Laws”) or any U.S. Economic Sanctions violations, (ii) to the Company’s actual knowledge, is under investigation by any Governmental Authority for possible violation of Anti-Money Laundering Laws or any U.S. Economic Sanctions violations, (iii) has been assessed civil penalties under any Anti-Money Laundering Laws or any U.S. Economic Sanctions, or (iv) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. 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 current Anti-Money Laundering Laws and U.S. Economic Sanctions. (d) (1) Neither the Company nor any Controlled Entity (i) has been charged with, or convicted of bribery or any other anti-corruption related activity under any applicable law or regulation in a U.S. or any non-U.S. country or jurisdiction, including but not limited to, the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010 (collectively, “Anti-Corruption Laws”), (ii) to the Company’s actual knowledge, is under investigation by any U.S. or non-U.S. Governmental Authority for possible violation of Anti-Corruption Laws, (iii) has been assessed civil or criminal penalties under any Anti-Corruption Laws or (iv) has been or, to the Company’s actual knowledge, is the target of sanctions imposed by the United Nations or the European Union under any Anti-Corruption Law; (2) To the Company’s actual knowledge, neither the Company nor any Controlled Entity has, within the last five years, directly or indirectly offered, promised, given, paid or authorized the offer, promise, giving or payment of anything of value to a Governmental Official or a commercial counterparty for the purposes of: (i) influencing any act, decision or failure to act by such Government Official in his or her official capacity or such commercial counterparty, (ii) inducing a Governmental Official to do or omit to do any act in violation of the Governmental Official’s lawful duty, or (iii) inducing a Governmental Official or a commercial counterparty to use his or her influence with a government or instrumentality to affect any act or decision of such government or entity; in each case in order to obtain, retain or direct business or

Alabama Gas Corporation Master Note Purchase Agreement -14- 105447057.13 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

Alabama Gas Corporation Master Note Purchase Agreement -21- 105447057.13 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 2015 Notes. “Make-Whole Amount” means, with respect to any Series 2015 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 2015 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 2015 Note, the principal of such Series 2015 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 2015 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 2015 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 2015 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 2015 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

Alabama Gas Corporation Master Note Purchase Agreement -30- 105447057.13 (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.

Alabama Gas Corporation Master Note Purchase Agreement -41- 105447057.13 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,

Alabama Gas Corporation Master Note Purchase Agreement -42- 105447057.13 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. * * * * *

Alabama Gas Corporation Master Note Purchase Agreement 105447057.13 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, ALABAMA GAS CORPORATION By /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Vice President and Treasurer

Alabama Gas Corporation Master Note Purchase Agreement 105447057.13 This Agreement is hereby accepted and agreed to as of the date thereof. METROPOLITAN LIFE INSURANCE COMPANY FIRST METLIFE INVESTORS INSURANCE COMPANY by Metropolitan Life Insurance Company, its Investment Manager GENERAL AMERICAN LIFE INSURANCE COMPANY by Metropolitan Life Insurance Company, its Investment Manager METLIFE INSURANCE COMPANY USA by Metropolitan Life Insurance Company, its Investment Manager By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Managing Director METLIFE INSURANCE K.K. by MetLife Investment Advisors, LLC, its Investment Manager By: /s/ X. Xxxxx Xxxxxx Name: X. Xxxxx Xxxxxx Title: Managing Director

Alabama Gas Corporation Master Note Purchase Agreement 105447057.13 This Agreement is hereby accepted and agreed to as of the date thereof. THRIVENT FINANCIAL FOR LUTHERANS By /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Managing Director

Alabama Gas Corporation Master Note Purchase Agreement 105447057.13 This Agreement is hereby accepted and agreed to as of the date thereof. XXXX XXXXXXX LIFE INSURANCE COMPANY (U.S.A.) By /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: Managing Director

Alabama Gas Corporation Master Note Purchase Agreement 105447057.13 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 adviser By /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Managing Director THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY FOR ITS GROUP ANNUITY SEPARATE ACCOUNT By /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Its Authorized Representative

Alabama Gas Corporation Master Note Purchase Agreement 105447057.13 This Agreement is hereby accepted and agreed to as of the date thereof. AMERICAN UNITED LIFE INSURANCE COMPANY By /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: V.P., Fixed Income Securities THE STATE LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: V.P., Fixed Income Securities PIONEER MUTUAL LIFE INSURANCE COMPANY By: American United Life Insurance Company Its: Agent By /s/ Xxxxx X. Xxxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxxx Title: V.P., Fixed Income Securities

Alabama Gas Corporation Master Note Purchase Agreement 105447057.13 This Agreement is hereby accepted and agreed to as of the date thereof. MODERN WOODMEN OF AMERICA By /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: Treasurer & Investment Manager

SCHEDULE A (to Master Note Purchase Agreement) 105447057.13 INFORMATION RELATING TO PURCHASERS NAME AND ADDRESS OF PURCHASER TRANCHE PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED METLIFE INSURANCE K.K. 0-0-0, Xxxxxx, Xxxxxx-xx Xxxxx, 000-0000 XXXXX A $4,000,000 Payments All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Name: Citibank New York 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (XXX) ABA Routing #: 000000000 DDA: 00000000 Account Name: METLIFE PP JPYF Ref: Alabama Gas Corp. 3.21% due 9/15/2025 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. Notices All notices and communications: Alico Asset Management Corp. (Japan) Administration Department ARCA East 7F, 3-2-1 Xxxxxx Xxxxxx-xx, Xxxxx 000-0000 Xxxxx Attention: Administration Dept. Manager Email: xxxxx@xxxxxxx.xx.xx

A-2 105447057.13 With a copy to: MetLife Insurance K.K. c/o MetLife Investment Advisors, LLC Investments, Private Placements P.O. Box 1902 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-1902 Attention: Director Xxxxxxxxx: (000) 000-0000 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 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-1902 Attention: Chief Counsel-Securities Investments (PRIV) Email: xxx_xxxxxx_xxx@xxxxxxx.xxx Taxpayer I.D. Numbers: 00-0000000 (USA) and 00000000 (Japan) Name of Nominee in which Notes are to be issued: None Physical Delivery of Notes MetLife Insurance K.K. c/o MetLife Investment Advisors, LLC Securities Investments, Law Department P.O. Box 1902 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-1902 Attention: Xxxxxxxxx Xxxxxx, Esq.

A-3 105447057.13 NAME AND ADDRESS OF PURCHASER TRANCHE PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED METLIFE INSURANCE K.K. 0-0-0, Xxxxxx, Xxxxxx-xx Xxxxx, 000-0000 XXXXX B $5,000,000 Payments All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Name: Citibank New York 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (XXX) ABA Routing #: 000000000 Acct No./DDA: 00000000 Account Name: METLIFE PP USDF Ref: Alabama Gas Corporation 4.31% due 12/1/2045 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. Notices All notices and communications: Alico Asset Management Corp. (Japan) Administration Department ARCA East 7F, 3-2-1 Xxxxxx Xxxxxx-xx, Xxxxx 000-0000 Xxxxx Attention: Administration Dept. Manager Email: xxxxx@xxxxxxx.xx.xx

A-4 105447057.13 With a copy to: MetLife Insurance K.K. c/o MetLife Investment Advisors, LLC Investments, Private Placements P.O. Box 1902 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-1902 Attention: Director Xxxxxxxxx: (000) 000-0000 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 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-1902 Attention: Chief Counsel-Securities Investments (PRIV) Email: xxx_xxxxxx_xxx@xxxxxxx.xxx Taxpayer I.D. Numbers: 00-0000000 (USA) and 00000000 (Japan) Name of Nominee in which Notes are to be issued: None Physical Delivery of Notes MetLife Insurance K.K. c/o MetLife Investment Advisors, LLC Securities Investments, Law Department P.O. Box 1902 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-1902 Attention: Xxxxxxxxx Xxxxxx, Esq.

A-5 105447057.13 NAME AND ADDRESS OF PURCHASER TRANCHE PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED METROPOLITAN LIFE INSURANCE COMPANY 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 B $7,000,000 Payments All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Name: JPMorgan Chase Bank ABA Routing #: 000-000-000 Account No.: 002-2-410591 Account Name: Metropolitan Life Insurance Company Ref: Alabama Gas Corp. 4.31% due 12/1/2045 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. Notices All notices and communications: Metropolitan Life Insurance Company Investments, Private Placements P.O. Box 1902 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-1902 Attention: Director Xxxxxxxxx: (000) 000-0000 With a copy OTHER than with respect to deliveries of financial statements to: Metropolitan Life Insurance Company P.O. Box 1902 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-1902 Attention: Chief Counsel-Securities Investments (PRIV) Email: xxx_xxxxxx_xxx@xxxxxxx.xxx Taxpayer I.D. Number: 00-0000000

A-6 105447057.13 Name of Nominee in which Notes are to be issued: None Physical Delivery of Notes Metropolitan Life Insurance Company Securities Investments, Law Department P.O. Box 1902 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-1902 Attention: Xxxxxxxxx Xxxxxx, Esq.

A-7 105447057.13 NAME AND ADDRESS OF PURCHASER TRANCHE PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED METLIFE INSURANCE COMPANY USA c/o Metropolitan Life Insurance Company 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 B $7,000,000 Payments All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Name: JPMorgan Chase Bank ABA Routing #: 000-000-000 Account No.: 000-0-000000 Account Name: MetLife Insurance Company USA Ref: Alabama Gas Corp. 4.31% due 12/1/2045 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. Notices All notices and communications: MetLife Insurance Company USA c/o Metropolitan Life Insurance Company Investments, Private Placements P.O. Box 1902 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-1902 Attention: Director Xxxxxxxxx: (000) 000-0000 With a copy OTHER than with respect to deliveries of financial statements to:

A-8 105447057.13 MetLife Insurance Company USA c/o Metropolitan Life Insurance Company P.O. Box 1902 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-1902 Attention: Chief Counsel-Securities Investments (PRIV) Email: xxx_xxxxxx_xxx@xxxxxxx.xxx Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: 00-0000000 Physical Delivery of Notes MetLife Insurance Company USA c/o Metropolitan Life Insurance Company Securities Investments, Law Department P.O. Box 1902 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-1902 Attention: Xxxxxxxxx Xxxxxx, Esq.

A-9 105447057.13 NAME AND ADDRESS OF PURCHASER TRANCHE PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED GENERAL AMERICAN LIFE INSURANCE COMPANY c/o Metropolitan Life Insurance Company 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 B $3,000,000 Payments All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Name: JPMorgan Chase Bank ABA Routing #: 000-000-000 Account No.: 000-0-00000 Account Name: General American Life Insurance Company Ref: Alabama Gas Corporation 4.31% due 12/1/2045 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. Notices All notices and communications: General American Life Insurance Company c/o Metropolitan Life Insurance Company Investments, Private Placements P.O. Box 1902 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-1902 Attention: Director Xxxxxxxxx: (000) 000-0000 With a copy OTHER than with respect to deliveries of financial statements to:

A-10 105447057.13 General American Life Insurance Company c/o Metropolitan Life Insurance Company P.O. Box 1902 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-1902 Attention: Chief Counsel-Securities Investments (PRIV) Email: xxx_xxxxxx_xxx@xxxxxxx.xxx Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: 00-0000000 Physical Delivery of Notes General American Life Insurance Company c/o Metropolitan Life Insurance Company Securities Investments, Law Department P.O. Box 1902 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-1902 Attention: Xxxxxxxxx Xxxxxx, Esq.

A-11 105447057.13 NAME AND ADDRESS OF PURCHASER TRANCHE PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED FIRST METLIFE INVESTORS INSURANCE COMPANY c/o Metropolitan Life Insurance Company 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 B $2,000,000 Payments All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Name: JPMorgan Chase Bank ABA Routing #: 000-000-000 Account No.: 000-0-00000 Account Name: First MetLife Investors Insurance Company Ref: Alabama Gas Corporation 4.31% due 12/1/2045 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. Notices All notices and communications: First MetLife Investors Insurance Company c/o Metropolitan Life Insurance Company Investments, Private Placements P.O. Box 1902 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-1902 Attention: Director Xxxxxxxxx: (000) 000-0000 With a copy OTHER than with respect to deliveries of financial statements to:

A-12 105447057.13 First MetLife Investors Insurance Company c/o Metropolitan Life Insurance Company P.O. Box 1902 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-1902 Attention: Chief Counsel-Securities Investments (PRIV) Email: xxx_xxxxxx_xxx@xxxxxxx.xxx Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: 00-0000000 Physical Delivery of Notes First MetLife Investors Insurance Company c/o Metropolitan Life Insurance Company Securities Investments, Law Department P.O. Box 1902 00 Xxxx Xxxxxx Xxxxxxxxxx, Xxx Xxxxxx 00000-1902 Attention: Xxxxxxxxx Xxxxxx, Esq.

A-13 105447057.13 NAME AND ADDRESS OF PURCHASER TRANCHE PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED THRIVENT FINANCIAL FOR LUTHERANS Attn: Investment Division-Private Placements 000 Xxxxxx Xxxxxx Xxxxx Xxxxxxxxxxx, XX 00000 Fax: (000) 000-0000 Email: xxxxxxxxxxxxxxxxxx@xxxxxxxx.xxx A B B B B B $4,000,000 $5,000,000 $5,000,000 $5,000,000 $5,000,000 $4,000,000 Payments Payments to: ABA # 000000000 State Street Bank & Trust Co. DDA # A/C — 0000-000-0 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 Notices of payments and written confirmation of such wire transfers to: Investment Division-Private Placements ATT: Xxxxxxx Xxxxxxxx Thrivent Financial for Lutherans 000 Xxxxxx Xxxxxx Xxxxx Xxxxxxxxxxx, XX 00000 Fax: (000) 000-0000 Email: xxxxxxxxxxxxxxxxxx@xxxxxxxx.xxx With a copy to: ATT: Xxxxxx Xxxxxxxx or Xxxxxx Xxxxxxxxxxx Thrivent Financial for Lutherans 000 Xxxxxx Xxxxxx Xxxxx Xxxxxxxxxxx, XX 00000 Email: xxxxxxxxxxxxxxxxxxx@xxxxxxxx.xxx

A-14 105447057.13 All other communications to: Thrivent Financial for Lutherans Attn: Investment Division-Private Placements 000 Xxxxxx Xxxxxx Xxxxx Xxxxxxxxxxx, XX 00000 Fax: (000) 000-0000 Email: xxxxxxxxxxxxxxxxxx@xxxxxxxx.xxx Name of Nominee in which Notes are to be issued: Swanbird & Co. Taxpayer I.D. Number: 00-0000000 Taxpayer I.D. Number for Swanbird & Co.: 00-0000000 Physical Delivery of Notes DTCC Newport Office Center 000 Xxxxxxxxxx Xxxx. Jersey City, NJ 07310 Attn: 5th floor / NY Window / Xxxxxx Xxxxxx Ref: State Street Account Fund Name: Thrivent Financial for Lutherans Fund Number: NCE1 Nominee Name: Swanbird & Co. Nominee Tax ID Number: 00-0000000 With a copy to the Thrivent Financial legal team: Xxxxxxx XxXxxxx, Senior Counsel 000 Xxxxxx Xxxxxx Xxxxx, XX 0000 Xxxxxxxxxxx, XX 00000 xxxxxxx.xxxxxxx@xxxxxxxx.xxx and Xxxx Xxxxxx, Paralegal 000 Xxxxxx Xxxxxx Xxxxx, XX 0000 Xxxxxxxxxxx, XX 00000 xxxx.xxxxxx@xxxxxxxx.xxx

A-15 105447057.13 NAME AND ADDRESS OF PURCHASER TRANCHE PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED XXXX XXXXXXX LIFE INSURANCE COMPANY (U.S.A.) c/o Xxxx Xxxxxxx Financial Services 000 Xxxxxxxxx Xxxxxx Xxxxxx, XX 00000 Attn: Investment Law, C-3 Fax: (000) 000-0000 B $23,000,000 Payments All payments to be by bank wire transfer of immediately available funds to: Bank Name: Bank of New York Mellon ABA Number: 000000000 Account Number: XXXX00000000 Account Name: US PP Collector F008 For Further Credit to: DDA Number 0000048771 On Order of: Alabama Gas Corporation 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: Xxxx Xxxxxxx Financial Services 000 Xxxxxxxxx Xxxxxx Xxxxxx, XX 00000 Attention: Investment Administration Fax Number: (000) 000-0000 Email: XxxxxxxxxxXxxxxxxxxxxxxx@xxxxxxxx.xxx All notices and communication with respect to compliance reporting, financial statements and related certifications shall be sent to: Xxxx Xxxxxxx Financial Services 000 Xxxxxxxxx Xxxxxx Xxxxxx, XX 00000 Attention: Bond and Corporate Finance, C-2 Fax Number: (000) 000-0000

A-16 105447057.13 All other notices shall be sent to: Xxxx Xxxxxxx Financial Services and Xxxx Xxxxxxx Financial Services 000 Xxxxxxxxx Xxxxxx 000 Xxxxxxxxx Xxxxxx Xxxxxx, XX 00000 Xxxxxx, XX 00000 Attention: Investment Law, C-3 Attention: Bond and Corporate Finance, C-2 Fax Number: (000) 000-0000 Fax Number: (000) 000-0000 Tax Identification Number: 00-0000000 Name of Nominee in which Notes are to be issued: None Physical Delivery of Notes Xxxx Xxxxxxx Financial Services 000 Xxxxxxxxx Xxxxxx, X-0-00 Xxxxxx, XX 00000 Attention: Xxxx X. Xxxxxxx

A-17 105447057.13 NAME AND ADDRESS OF PURCHASER TRANCHE PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY 000 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 A $19,600,000 Payments 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: xxxxxxxx@xxxxxxxxxxxxxxxxxx.xxx Phone: (000) 000-0000 Notices 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 000 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attention: Investment Operations E-mail: xxxxxxxx@xxxxxxxxxxxxxxxxxx.xxx Phone: (000) 000-0000 All other communications shall be delivered or mailed to: The Northwestern Mutual Life Insurance Company 000 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attention: Securities Department E-mail: xxxxxxxxxxxxx@xxxxxxxxxxxxxxxxxx.xxx Facsimile: (000) 000-0000 Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: 00-0000000

A-18 105447057.13 Physical Delivery of Notes The Northwestern Mutual Life Insurance Company 000 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attention: Xxxx X. Xxxxxx

A-19 105447057.13 NAME AND ADDRESS OF PURCHASER TRANCHE PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY FOR ITS GROUP ANNUITY SEPARATE ACCOUNT 000 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 A $400,000 Payments 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: xxxxxxxx@xxxxxxxxxxxxxxxxxx.xxx Phone: (000) 000-0000 Notices 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 000 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attention: Investment Operations E-mail: xxxxxxxx@xxxxxxxxxxxxxxxxxx.xxx Phone: (000) 000-0000 All other communications shall be delivered or mailed to: The Northwestern Mutual Life Insurance Company for its Group Annuity Separate Account 000 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attention: Securities Department E-mail: xxxxxxxxxxxxx@xxxxxxxxxxxxxxxxxx.xxx Facsimile: (000) 000-0000

A-21 105447057.13 NAME AND ADDRESS OF PURCHASER TRANCHE PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED AMERICAN UNITED LIFE INSURANCE COMPANY Attn: Xxxx Xxxxxxx, Securities Department Xxx Xxxxxxxx Xxxxxx, Xxxxx 000X Xxxx Xxxxxx Xxx 000 Xxxxxxxxxxxx, XX 00000 xxxx.xxxxxxx@xxxxxxxxxx.xxx B $5,000,000 Payments Alabama Gas Corporation 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 #: 000000000 Credit Account: GLA111566 Account Name: American United Life Insurance Company Account #: 186683 P & I Breakdown: (Insert) Ref: PPN 01029# AD3 / Alabama Gas Corporation 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. Notices Please send all POST-CLOSING documentation to: American United Life Insurance Company Attn: Xxxx Xxxxxxx, Securities Department Xxx Xxxxxxxx Xxxxxx, Xxxxx 000X Post Office Box 368 Indianapolis, IN 46206 xxxx.xxxxxxx@xxxxxxxxxx.xxx Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: 00-0000000

A-22 105447057.13 Physical Delivery of Notes Bank of New York Xxx Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Re: American United Life Insurance Company, Account # 186683 Attn: Xxxxxxx Xxxxxxx/Window A cc: NYC Physical Desk on all correspondence

A-23 105447057.13 NAME AND ADDRESS OF PURCHASER TRANCHE PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED THE STATE LIFE INSURANCE COMPANY c/o American United Life Insurance Company Attn: Xxxx Xxxxxxx, Securities Department Xxx Xxxxxxxx Xxxxxx, Xxxxx 000X Xxxx Xxxxxx Xxx 000 Xxxxxxxxxxxx, XX 00000 xxxx.xxxxxxx@xxxxxxxxxx.xxx B $3,500,000 Payments Alabama Gas Corporation 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 #: 000000000 Credit Account: GLA111566 Account Name: The State Life Insurance Company Account #: 343761 P & I Breakdown: (Insert) Ref: PPN 01029# AD3 / Alabama Gas Corporation Payments should contain sufficient information to identify the breakdown of principal and interest and should identify the full description of the note and the payment date. Notices Please send all POST-CLOSING documentation to: American United Life Insurance Company Attn: Xxxx Xxxxxxx, Securities Department Xxx Xxxxxxxx Xxxxxx, Xxxxx 000X Post Office Box 368 Indianapolis, IN 46206 xxxx.xxxxxxx@xxxxxxxxxx.xxx Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: 00-0000000

A-24 105447057.13 Physical Delivery of Notes Bank of New York Xxx Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Re: The State Life Insurance Company, c/o American United Life Insurance Company, Account # 343761 Attn: Xxxxxxx Xxxxxxx/Window A cc: NYC Physical Desk on all correspondence

A-25 105447057.13 NAME AND ADDRESS OF PURCHASER TRANCHE PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED PIONEER MUTUAL LIFE INSURANCE COMPANY c/o American United Life Insurance Company Attn: Xxxx Xxxxxxx, Securities Department Xxx Xxxxxxxx Xxxxxx, Xxxxx 000X Xxxx Xxxxxx Xxx 000 Xxxxxxxxxxxx, XX 00000 xxxx.xxxxxxx@xxxxxxxxxx.xxx B $500,000 Payments Alabama Gas Corporation 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 #: 000000000 Credit Account: GLA111566 Account Name: Pioneer Mutual Life Insurance Company Account #: 186709 P & I Breakdown: (Insert) Ref: PPN 01029# AD3 / Alabama Gas Corporation Payments should contain sufficient information to identify the breakdown of principal and interest and should identify the full description of the note and the payment date. Notices Please send all POST-CLOSING documentation to: American United Life Insurance Company Attn: Xxxx Xxxxxxx, Securities Department Xxx Xxxxxxxx Xxxxxx, Xxxxx 000X Post Office Box 368 Indianapolis, IN 46206 xxxx.xxxxxxx@xxxxxxxxxx.xxx Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: 00-0000000

A-26 105447057.13 Physical Delivery of Notes Bank of New York Xxx Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Re: Pioneer Mutual Life Insurance Company, c/o American United Life Insurance Company, Account # 186709 Attn: Xxxxxxx Xxxxxxx/Window A cc: NYC Physical Desk on all correspondence

A-27 105447057.13 NAME AND ADDRESS OF PURCHASER SERIES PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED MODERN WOODMEN OF AMERICA Attn: Investment Accounting Department 0000 Xxxxx Xxxxxx Xxxx Xxxxxx, XX 00000 xxxxxxxxxxx@xxxxxx-xxxxxxx.xxx Fax: (000) 000-0000 A $7,000,000 Payments 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 00 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, XX 00000 ABA No. 000-000-000 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. 01029# AC5 and the due date and application (as among principal, premium and interest) of the payment being made. Notices Address for all notices relating to payments: Modern Woodmen of America Attn: Investment Accounting Department 0000 Xxxxx Xxxxxx Xxxx Xxxxxx, XX 00000 Fax: (000) 000-0000 Address for all other communications and notices: Modern Woodmen of America Attn: Investment Department 0000 Xxxxx Xxxxxx Xxxx Xxxxxx, XX 00000 xxxxxxxxxxx@xxxxxx-xxxxxxx.xxx Fax: (000) 000-0000

A-28 105447057.13 Name of Nominee in which Notes are to be issued: None Taxpayer I.D. Number: 00-0000000 Physical Delivery of Notes Attn: Xxxxx X. Xxxxxxxx Modern Woodmen of America 0000 0xx Xxxxxx Xxxx Xxxxxx, XX 00000

SCHEDULE B (to Master Note Purchase Agreement) 105447057.13 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” shall mean 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 1.2. “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. “Anti-Corruption Laws” is defined in Section 5.16(d)(1). “Anti-Money Laundering Laws” is defined in Section 5.16(c). “Blocked Person” is defined in Section 5.16(a). “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” shall have the meaning (i) set forth in Section 8.6 with respect to any Series 2015 Note and (ii) set forth in the applicable Supplement with respect to any other Series of Notes.

B-2 105447057.13 “Capital Stock” shall mean (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” shall mean 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 shall mean, 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 Parent entitled to vote in the election of members of the board of directors (or equivalent governing body) of the Parent or (ii) a majority of the members of the board of directors (or other equivalent governing body) of the Parent shall not constitute Continuing Directors; or (b) the Parent shall fail to own legally or beneficially one hundred percent (100%) (by number of votes) of the Voting Stock of the Company. “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 Alabama Gas Corporation, an Alabama corporation or any successor that becomes such in the manner prescribed in Section 10.2. “Confidential Information” is defined in Section 20.

B-3 105447057.13 “Consolidated Capitalization” shall mean, 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” shall mean, 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” shall mean, 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” shall mean, 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” shall mean the directors of Parent on the Execution Date and each other director of Parent, if, in each case, such other director’s nomination for election to the board of directors (or equivalent governing body) of Parent is recommended by at least 51% of the then Continuing Directors. “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. 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. “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, 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.

B-4 105447057.13 “Disclosure Documents” is defined in Section 5.3. “Discounted Value” shall have the meaning (i) set forth in Section 8.6 with respect to any Series 2015 Note and (ii) set forth in the applicable Supplement with respect to any other Series of Notes. “Disqualified Capital Stock” shall mean, 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). “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). “First Closing” is defined in Section 3.

B-5 105447057.13 “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

B-6 105447057.13 (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;

B-7 105447057.13 (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. “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” shall have the meaning (i) set forth in Section 8.6 with respect to any Series 2015 Note and (ii) set forth in the applicable Supplement with respect to any other Series of Notes.

B-8 105447057.13 “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 this Agreement (including any Supplement) and the Notes or (c) the validity or enforceability of this Agreement (including any Supplement) or the Notes. “Memorandum” is defined in Section 5.3. “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” is defined in Section 5.16(a). “OFAC Listed Person” is defined in Section 5.16(a). “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 xxxx://xxx.xxxxxxxx.xxx/xxxxxxxx-xxxxxx/xxxxxxxxx/Xxxxxxxx/Xxxxx/Xxxxxxxx.xxxx. “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. “Parent” means The Laclede Group, Inc., a Missouri corporation. “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. “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

B-9 105447057.13 risk management policies and (b) such agreements or arrangements are not entered into for speculative purposes. “Permitted Investment” shall mean 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” shall mean, with respect to any Person, any of the following: (a) (i) Liens created pursuant to the Xxxxx Facility, 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 Xxxxx Facility) or the Issuing Bank (under the Xxxxx Facility) to Cash Collateralize (as defined in the Xxxxx Facility) any Defaulting Bank’s (under the Xxxxx Facility) participation in Letters of Credit or Swingline Loans (each under the Xxxxx Facility) and (iii) Liens in favor of the Administrative Agent (as defined in the Xxxxx Facility) with respect to the Cash Collateral Account (as defined in the Xxxxx Facility) and all amounts held therein from time to time as security for Letter of Credit Exposure (as defined in the Xxxxx Facility), and for application to the Company’s Reimbursement Obligations (as defined in the Xxxxx 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

B-10 105447057.13 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) (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; (k) (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;

B-11 105447057.13 (l) 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; (m) Liens incurred in connection with the Permitted Securitization; (n) 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; (o) Liens arising from good faith deposits in connection with or to secure performance of statutory obligation and surety and appeal bonds; (p) 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; (q) 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; (r) 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; (s) 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) $75,000,000 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 (s) 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 (t) 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

B-12 105447057.13 (a) through (r) 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” shall mean any sale, assignment, conveyance, grant or contribution, or series of related sales, assignments, conveyances, grants or contributions, by the Company 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 $75,000,000, 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). “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 Xxxxx Facility and (b) each existing credit, loan or borrowing facility or note purchase facility (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, xxxxxx or inchoate.

B-13 105447057.13 “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” 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. “Registrar” means UMB Bank & Trust, N.A. or such other Person as appointed by the Company from time to time. “Reinvestment Yield” shall have the meaning (i) set forth in Section 8.6 with respect to any Series 2015 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” shall have the meaning (i) set forth in Section 8.6 with respect to any Series 2015 Note and (ii) set forth in the applicable Supplement with respect to any other Series of Notes. “Remaining Scheduled Payments” shall have the meaning (i) set forth in Section 8.6 with respect to any Series 2015 Note and (ii) set forth in the applicable Supplement with respect to any other Series of Notes. “Reported” shall have the meaning (i) set forth in Section 8.6 with respect to any Series 2015 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 First Closing, the Purchasers, and (b) on or after the First 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), provided that, prior to the Second Closing, for purposes of this clause (b), the Notes scheduled to be issued at the Second Closing shall be deemed to be outstanding.

B-14 105447057.13 “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” shall mean the Securities and Exchange Commission of the United States, or any successor thereto. “Second Closing” is defined in Section 3. “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 Debt” shall mean and include (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 2015 Notes” is defined in Section 1.1 of this Agreement. “Settlement Date” shall have the meaning (i) set forth in Section 8.6 with respect to any Series 2015 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. “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

B-15 105447057.13 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 1.2 of this Agreement. “SVO” means the Securities Valuation Office of the NAIC or any successor to such Office. “Swap Contract” shall mean 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” shall mean, 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 Notes” is described in Section 1.1 of this Agreement. “Tranche B Notes” is described in Section 1.1 of this Agreement.

B-16 105447057.13 “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” is defined in Section 5.16(a). “Xxxxx Facility” means the Loan Agreement, dated as of September 2, 2014, as it may be amended from time to time, amongst the Company, the banks from time to time party thereto and Xxxxx 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.

SCHEDULE 5.3 (to Master Note Purchase Agreement) 105447057.13 DISCLOSURE MATERIALS Private Placement Memorandum dated May 8, 2015. Letter dated May 19, 2015 from the United States Securities and Exchange Commission relating to The Laclede Group, Inc, and Laclede Gas Company Form 10-K for the fiscal year ended September 30, 2014 and Form 10-Q for the quarterly period ended March 31, 2015 and Alabama Gas Corporation Amendment No. 1 to Form 10-K for the transition period from January 1, 2014 to September 30, 2014. Alabama Gas Corporation Debt Private Placement presentation dated May 13, 2015.

SCHEDULE 5.4 (to Master Note Purchase Agreement) 105447057.13 SUBSIDIARIES OF THE COMPANY AND OWNERSHIP OF SUBSIDIARY STOCK None.

SCHEDULE 5.5 (to Master Note Purchase Agreement) 105447057.13 FINANCIAL STATEMENTS Financial Statements Delivered to Purchasers Form 10-K filed by Energen Corporation and Alabama Gas Corporation for the year ended December 31, 2013. Form 10-KT/A filed by Alabama Gas Corporation for the nine months ended September 30, 2014. Form 10-Q filed by The Laclede Group, Laclede Gas and Alabama Gas Corporation for the quarterly period ended December 31, 2014. Form 10-Q filed by The Laclede Group, Laclede Gas and Alabama Gas Corporation for the quarterly period ended March 31, 2015.

SCHEDULE 5.15 (to Master Note Purchase Agreement) 105447057.13 EXISTING INDEBTEDNESS 5.37% Notes due 12/1/2015 $80,000,000 5.20% Notes due 1/15/2020 40,000,000 3.86% Notes due 12/22/2021 50,000,000 5.90% Notes due 1/15/2037 45,000,000 Short-term advances under bank line of credit, as of 3/31/15 $25,000,000

EXHIBIT 1(a) (to Master Note Purchase Agreement) 105447057.13 [FORM OF SERIES 2015 NOTE, TRANCHE A] ALABAMA GAS CORPORATION 3.21% SERIES 2015 SENIOR NOTE, TRANCHE A, DUE SEPTEMBER 15, 2025 No. [_____] [Date] $[_______] PPN 01029# AC5 FOR VALUE RECEIVED, the undersigned, ALABAMA GAS CORPORATION (herein called the “Company”), a corporation organized and existing under the laws of the State of Alabama, 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 15, 2025, 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 3.21% per annum from the date hereof, payable semi-annually, on the 15th day of March and September in each year, commencing with the March 15th or September 15th 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) 5.21% 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., 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 5, 2015 (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(a)-2 105447057.13 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. ALABAMA GAS CORPORATION By ____________________________________ Name: Title:

EXHIBIT 1(b) (to Master Note Purchase Agreement) 105447057.13 [FORM OF SERIES 2015 NOTE, TRANCHE B] ALABAMA GAS CORPORATION 4.31% SERIES 2015 SENIOR NOTE, TRANCHE B, DUE DECEMBER 1, 2045 No. [_____] [Date] $[_______] PPN 01029# AD3 FOR VALUE RECEIVED, the undersigned, ALABAMA GAS CORPORATION (herein called the “Company”), a corporation organized and existing under the laws of the State of Alabama, 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 December 1, 2045, 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 4.31% per annum from the date hereof, payable semi-annually, on the 1st day of June and December in each year, commencing with the June 1st or December 1st 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) 6.31% 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., 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 5, 2015 (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(b)-2 105447057.13 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. ALABAMA GAS CORPORATION By ____________________________________ Name: Title:

4.4(a)-2 105447057.13 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. 8. 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 2015 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 2015 Notes under the Securities Act or to qualify the Note Purchase Agreement under the Trust Indenture Act of 1939, as amended. 9. 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 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. 10. The Company is not, and after giving effect to the offering and sale of the Series 2015 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.

EXHIBIT 9.8 (to Master Note Purchase Agreement) 105447057.13 FORM OF SUBSIDIARY GUARANTY AGREEMENT FORM OF SUBSIDIARY GUARANTY AGREEMENT Dated as of [_____________, 20__] of [NAME OF GUARANTOR(S)]

-ii- 105447057.13 SECTION 15. MISCELLANEOUS ..........................................................................................9 Section 15.1. Successors and Assigns; Xxxxxxx ............................................................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

9.8-2 105447057.13 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

9.8-3 105447057.13 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.

9.8-11 105447057.13 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.

EXHIBIT S (to Master Note Purchase Agreement) 105447057.13 ALABAMA GAS CORPORATION [NUMBER] SUPPLEMENT TO MASTER NOTE PURCHASE AGREEMENT Dated as of [_____________] Re: $[____________] [_____]% Series [_______] Senior Notes due [__________________]

105447057.13 ALABAMA GAS CORPORATION 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 ALABAMA GAS CORPORATION, an Alabama 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 5, 2015 (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 1.2 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 “Series ______ Notes”). The Series [____] Notes, together with the Series 2015 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 1.2 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

S-2 105447057.13 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

S-3 105447057.13 executed in any number of counterparts, each executed counterpart constituting an original but all together only one agreement. ALABAMA GAS CORPORATION By________________________ Name: Title: Accepted as of __________ [VARIATION] By________________________ Name: Title:

SCHEDULE A (to Supplement) 105447057.13 INFORMATION RELATING TO PURCHASERS NAME AND ADDRESS OF PURCHASER PRINCIPAL 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:

EXHIBIT 1 (to Supplement) 105447057.13 [FORM OF SERIES [_____] NOTE] ALABAMA GAS CORPORATION [____]% SERIES [_____] SENIOR NOTE, [TRANCHE ___], DUE [_____________] No. [_____] [Date] $[_______] PPN [__________] FOR VALUE RECEIVED, the undersigned, ALABAMA GAS CORPORATION (herein called the “Company”), a corporation organized and existing under the laws of the State of Alabama, 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 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 Supplement to the Master Note Purchase Agreement, dated as of June 5, 2015 (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

1-2 105447057.13 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. ALABAMA GAS CORPORATION By ____________________________________ Name: Title: