EXHIBIT 10.1

AMEREN CORPORATION
LONG-TERM INCENTIVE PLAN OF 1998

SECTION 1. PURPOSE. The purpose of the Plan is to give Ameren Corporation, its subsidiaries and certain affiliates a competitive advantage in attracting, retaining and motivating officers, employees and directors by providing for the awarding of incentives linked to the profitability of the Corporation and its businesses and to increases in shareholder value.

SECTION 2. DEFINITIONS. In addition to the terms defined elsewhere in the Plan, the following terms shall have the meanings set forth below:

"AFFILIATE" means a corporation or other entity controlled by the Corporation and designated by the Committee from time to time as such.

"AWARD" means any Performance Unit, Option, Stock Appreciation Right, Restricted Stock, Dividend Equivalent or Other Stock-Based Award, or any other right or interest relating to Shares or cash, granted to a Participant under the Plan.

"AWARD AGREEMENT" means any written agreement, contract or other instrument or document evidencing an Award.

"BOARD" means the Board of Directors of the Corporation.

"CODE" means the Internal Revenue Code of 1986, as amended from time to time, including successor provisions thereto and regulations thereunder.

"COMMITTEE" means the Human Resources Committee of the Board, or such other Board committee as may be designated by the Board to administer the Plan, or any subcommittee of either; provided, however, that the Committee (a) shall be composed solely of two or more non-employee directors, as defined in Rule
16(b)-3(b)(3) under the Exchange Act, each of whom shall be an "outside director" for purposes of Section 162(m) of the Code, and (b) shall be constituted to permit Awards under the Plan to qualify for exemption under Rule 16b-3 under the Exchange Act and for the Section 162(m) Exemption.

"CORPORATION" means Ameren Corporation, a Missouri corporation.

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended from time to time, including successor provisions thereto and regulations thereunder.

"FAIR MARKET VALUE" means, with respect to Shares, Awards or other property, the fair market value of such Shares, Awards or other property determined by such methods or procedures as shall be established from time to time by the Committee. Unless otherwise determined by the Committee, the Fair Market Value of Shares as of any date shall be the closing sale price on that date of a Share as reported on the New York Stock Exchange Composite Tape.

"INCENTIVE STOCK OPTION" means an Option that is designated as such by the Committee and meets the requirements of Section 422 of the Code.

"NON-QUALIFIED STOCK OPTION" means an Option that is not an Incentive Stock Option.

"PARTICIPANT" means a person who, as an officer, employee or director of the Corporation, a Subsidiary or an Affiliate, has been granted an Award under the Plan.

"PLAN" means the Ameren Corporation Long-Term Incentive Plan of 1998, as set forth herein and as hereinafter amended from time to time.

"QUALIFIED PERFORMANCE-BASED AWARD" means an Award of Performance Units or Restricted Stock, or other Award, designated as such by the Committee at or prior to the time of grant, based upon a determination that the Committee intends for such Award to qualify for the Section 162(m) Exemption.

"RULE 16B-3" means Rule 16b-3, as from time to time amended and applicable to Participants, promulgated by the Securities and Exchange Commission under Section 16 of the Exchange Act.

"SECTION 162(M) EXEMPTION" means the exemption from the limitation on deductibility imposed by Section 162(m) of the Code that is set forth in Section 162(m)(4)(C) of the Code.

"SHARES" means the Common Stock, $.01 par value per share, of the Corporation and such other securities of the Corporation as may be substituted for Shares pursuant to Section 10 of the Plan.

"SUBSIDIARY" means any company (other than the Corporation) with respect to which the Corporation owns, directly or indirectly, 50% or more of the total combined voting power of all classes of stock. In addition, any other

related entity may be designated by the Board as a Subsidiary, provided such entity could be considered as a subsidiary according to generally accepted accounting principles.

"YEAR" means a calendar year.

In addition to the foregoing, the terms "Performance Unit", "Option", "Stock Appreciation Right", "Restricted Stock", "Dividend Equivalent" and "Other Stock-Based Award" shall mean as described in Section 6 of the Plan.

SECTION 3. ADMINISTRATION.

3.01. Authority of the Committee. The Plan shall be administered by the Committee on behalf of the Board. The Committee shall have full power to interpret the Plan, to establish, modify and grant waivers of Award restrictions and to adopt such rules, regulations and guidelines for carrying out the Plan as it deems necessary or appropriate. All determinations by the Committee shall be final and binding upon all parties affected thereby. Any authority granted to the Committee may also be exercised by the full Board, except to the extent that the grant or exercise of such authority would cause any Award or transaction to fail to qualify for exemption under Rule 16b-3.

3.02. Manner of Exercise of Committee Authority. The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. A memorandum signed by all members of the Committee shall constitute the act of the Committee without the necessity, in such event, to hold a meeting. The Committee may delegate to officers or managers of the Corporation or any Subsidiary or Affiliate the authority, subject to such terms as the Committee shall determine, to perform administrative functions under the Plan. Only the Committee or the full Board may select, and grant Awards to, Participants who are subject to Section 16 of the Exchange Act.

SECTION 4. SHARES SUBJECT TO THE PLAN. Subject to adjustment as provided in the Plan, the total number of Shares that may be issued or delivered pursuant to Awards under the Plan shall be 4,000,000, which shall consist of (a) Shares which have been authorized and issued and have been acquired by or on behalf of the Corporation or the Plan and are available for Awards under the Plan or (b) if the Board shall so authorize, authorized and unissued Shares. The Committee may adopt procedures for the counting of Shares relating to any Award for which the number of Shares to be distributed or with respect to which payment will be made cannot be fixed at the date of grant to ensure appropriate counting, avoid double counting (in the case of tandem or substitute awards), and provide for adjustments in any case in which the number of Shares actually distributed or with respect to which payments are actually made differs from the number of Shares previously counted in connection with such Award. In the event that any Shares to which an Award relates are forfeited or the Award is settled or terminates without a distribution of Shares (whether or not cash, other Awards or other property are distributed with respect to such Award), any Shares counted against the number of Shares reserved and available under the Plan with respect to such Award shall again be available for Awards under the Plan. The maximum number of Shares with respect to which Options or Stock Appreciation Rights may be granted to any one Participant under the Plan during any Year is 200,000 Shares.

SECTION 5. ELIGIBILITY. Awards may be granted only to individuals who are officers, employees or directors of the Corporation, a Subsidiary or an Affiliate; provided, however, that no Award shall be granted to any member of the Committee except by action of the full Board and subject to such other restrictions as the Board may require.

SECTION 6. SPECIFIC TERMS OF AWARDS.

6.01. General. The Committee may grant Awards as described in this Section. The Committee shall determine who may participate in the Plan and the number and types of Awards to be made to each Participant and shall determine and set forth in the Award or the related Award Agreement the terms, conditions, performance requirements (if any) and limitations (which need not be limited to those referred to below) applicable to each Award. Awards may be granted singly, in combination or in tandem.

6.02. Performance Units. An Award of Performance Units shall confer upon the Participant a right to receive cash, Shares, other Awards or other property contingent upon the achievement of performance goals specified by the Committee. A Performance Unit shall be denominated in Shares and may be payable in cash, Shares, other Awards or other Property, and have such other terms as shall be determined by the Committee.

6.03. Restricted Stock. Restricted Stock shall confer upon the Participant the right to receive Shares subject to such restrictions on transferability and other restrictions as the Committee may impose (including, without limitation, forfeiture if such restrictions are not satisfied, limitations on the right to vote and limitations on the right to receive dividends), which restrictions may expire at such times and under such circumstances as the Committee shall determine.

6.04. Options. An Option shall confer upon the Participant the right to purchase Shares, other Awards or property, subject to the following terms and conditions:

(a) Exercise Price. The exercise price per share purchasable under an Option shall not be less than the Fair Market Value of a Share on the date of grant of such Option.

(b) Time and Method of Exercise. The Committee shall determine the time during which an Option may be exercised in whole or in part, the methods by which the exercise price may be paid and the methods by which Shares will be delivered to Participants. Options shall expire not later than ten years after the date of grant.

(c) Terms Applicable to Incentive Stock Options. The terms of any Incentive Stock Option granted under the Plan shall comply in all respects with the provisions of Section 422 of the Code which, among other limitations, provides that the aggregate Fair Market Value (determined at the time the Option is granted) of Shares for which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year shall not exceed $100,000. The number of Shares that shall be available for Incentive Stock Options granted under the Plan is limited to 500,000. Anything in the Plan to the contrary notwithstanding, no term of the Plan relating to Incentive Stock Options, other than Section 9, shall be applied, interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be exercised, so as to disqualify the Plan under Section 422 of the Code or, without the consent of the Participant affected, to disqualify any Incentive Stock Option under such
Section 422.

(d) Limitation on Re-Pricing and Replacement. No Option shall provide by its terms for the re-setting of its exercise price, or for its replacement, in whole or in part, upon its exercise or expiration; provided that the foregoing shall not limit the authority of the Committee to grant additional Options in any such event or circumstances.

(e) Cash Out by Committee. Upon receipt of written notice of exercise, the Committee may elect to cash out all or part of the portion of the Shares for which an Option is being exercised by paying the optionee an amount, in cash or Shares, equal to the excess of the Fair Market Value of Shares over the option price times the number of Shares for which the Option is being exercised on the effective date of such cash-out.

(f) Change in Control Cash-Out Right. Notwithstanding any other provision of the Plan, during the 60-day period from and after a Change in Control (the "Exercise Period"), unless the Committee shall determine otherwise at the time of grant, a holder of an Option to purchase Shares shall have the right, whether or not the Option is fully exercisable and in lieu of the payment of the exercise price for the Shares being purchased under the Option and by giving notice to the Corporation, to elect (within the Exercise Period) to surrender all or part of the Option to the Corporation and to receive cash, within 30 days of such notice, in an amount equal to the amount by which the Change in Control Price per Share on the date of such election shall exceed the exercise price per Share under the Option (the "Spread") multiplied by the number of Shares granted under the Option as to which the right granted under this Section 6.04(f) shall have been exercised. Notwithstanding the foregoing, if any right granted pursuant to this Section 6.04(f) would make a Change in Control transaction ineligible for pooling-of-interests accounting under APB No. 16 that but for the nature of such grant would otherwise be eligible for such accounting treatment, the Committee shall have the ability to substitute for the cash payable pursuant to such right Shares or other securities with a Fair Market Value equal to the cash that would otherwise be payable hereunder.

6.05. Stock Appreciation Rights. A Stock Appreciation Right shall confer upon the Participant a right to receive the excess of (a) the Fair Market Value of one Share on the date of exercise (or, except in the case of a Stock Appreciation Right related to an Incentive Stock Option, the Fair Market Value of one Share at any time during a specified period before or after the date of exercise) over (b) the grant price of the Stock Appreciation Right, which shall be not less than the Fair Market Value of one Share on the date of grant. A Stock Appreciation Right may be granted as a Limited Stock Appreciation Right which may be exercised only upon the occurrence of a Change in Control. Stock Appreciation Rights shall expire not later than ten years after the date of grant.

6.06. Dividend Equivalents. A Dividend Equivalent shall confer upon the Participant a right to receive cash, Shares, other Awards or other property equal in value to dividends paid with respect to a specified number of Shares.

6.07. Other Stock-Based Awards. The Committee is authorized to grant to Participants such other Awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares, as deemed by the Committee to be consistent with the purpose of the Plan.

SECTION 7. CERTAIN PROVISIONS APPLICABLE TO AWARDS.

7.01. Qualified Performance-Based Awards. The Committee may, at or prior to the time of grant, designate Performance Units or Restricted Stock, or any other Award, as a Qualified Performance-Based Award, in which event it shall take such action with respect to such Award and the terms thereof (including the imposition of additional requirements not otherwise required by the terms of the Plan), and the provisions of the Plan or any Award Agreement shall be construed or deemed amended, as shall be necessary to cause such Award to qualify for the
Section 162(m) Exemption.

7.02. Term of Awards. The term of each Award shall be for such period as shall be determined by the Committee subject to the requirements of the Plan.

7.03. Forms of Payment. Subject to the terms of the Plan and any applicable Award Agreement, (a) payments to be made by the Corporation, a Subsidiary or Affiliate with respect to Awards are to be made in such forms as the Committee shall determine; and (b) the timing, method, amount and nature of payments to be made by Participants

with respect to Awards (including, if permitted by the Committee, by means of tendering Shares or Awards) shall be determined by the Committee.

7.04. Termination of Employment. If the employment of a Participant terminates, all unexercised, deferred and unpaid Awards shall be cancelled immediately, unless the Award Agreement provides otherwise or unless the Committee shall provide otherwise in connection with such termination, including, without limitation, in the case of termination pursuant to retirement, resignation, death or disability of a Participant.

SECTION 8. GENERAL RESTRICTIONS APPLICABLE TO AWARDS.

8.01. Restrictions Under Rule 16b-3. It is the intent of the Corporation that any Award granted to a person who is subject to Section 16 of the Exchange Act qualify for exemption under Rule 16b-3. Accordingly, if any provision of the Plan or any Award Agreement would cause such an Award to fail to qualify for such exemption, such provision shall be construed or deemed amended to the extent necessary to enable such Award to qualify for such exemption.

8.02. Limits on Transfer of Awards; Beneficiaries. No Award may be assigned or transferred by a Participant otherwise than by will or the laws of descent and distribution, or payable to or exercisable by anyone other than the Participant to whom it was granted, and no right or interest of a Participant in any Award may be pledged, encumbered or hypothecated to or in favor of any party, or shall be subject to any lien, obligation or liability of a Participant to any party; provided, however, that (a) a Participant may, in the manner established by the Committee, designate a beneficiary or beneficiaries to exercise the rights of the Participant, and to receive any distribution with respect to any Award, upon the death or disability of the Participant, (b) the Committee may provide in any Award or the related Award Agreement that an Award (other than an Incentive Stock Option) may be assigned, transferred, exercisable by another person or pledged, encumbered or hypothecated, subject to the applicable requirements of the Code, and (c) transfers of Awards may be made to the Corporation, a Subsidiary or an Affiliate to the extent permitted under the terms of the Plan. A beneficiary, guardian, legal representative or other person claiming any rights under the Plan from or through any Participant shall be subject to all terms and conditions applicable to such Participant, except to the extent the Plan and such Award Agreement otherwise provide with respect to such person, and to any additional restrictions deemed necessary or appropriate by the Committee.

8.03. Share Certificates. All certificates for Shares delivered under the Plan pursuant to an Award or the exercise thereof shall be subject to such stop-transfer orders and other restrictions as the Committee may deem advisable under applicable federal or state laws, rules and regulations and the rules of any national securities exchange on which Shares are listed. The Committee may cause a legend or legends to be placed on any such certificates to make appropriate reference to such restrictions or any other restrictions that may be applicable to Shares. In addition, during any period in which Awards or Shares are subject to restrictions, or during any period during which delivery or receipt of an Award or Shares has been deferred by the Committee or a Participant, the Committee may require the Participant to enter into an agreement providing that certificates representing Shares issued or issuable pursuant to an Award shall remain in the physical custody of the Corporation or such other person as the Committee may designate.

If certificates representing Restricted Stock are registered in the name of the Participant, such certificates shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Restricted Stock, the Corporation shall retain physical possession of the certificates and the Participant shall deliver a stock power to the Corporation, endorsed in blank, relating to the Restricted Stock.

SECTION 9. CHANGE IN CONTROL.

(a) Impact of Event. Notwithstanding any other provision of the Plan to the contrary, in the event of a Change in Control: (i) any Options and Stock Appreciation Rights outstanding as of the date such Change in Control is determined to have occurred, and which are not then exercisable and vested, shall become fully exercisable and vested to the full extent of the original grant; (ii) the restrictions and deferral limitations applicable to any Restricted Stock shall lapse, and such Restricted Stock shall become free of all restrictions and become fully vested and transferable to the full extent of the original grant; and (iii) all Performance Units shall be considered to be earned and payable in full, and any deferral or other restriction shall lapse and such Performance Units shall be settled in cash or other securities as promptly as is practicable.

(b) Definition of Change in Control. For purposes of the Plan, a "Change in Control" shall mean the happening of any of the following events:

(i) an acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (1) the then outstanding shares of common stock of the Corporation (the "Outstanding Corporation Common Stock") or (2) the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the "Outstanding Corporation Voting Securities"); excluding, however, the following:
(1) any acquisition directly from the Corporation, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the Corporation, (2) any acquisition by the Corporation, (3) any acquisition by any employee benefit plan

(or related trust) sponsored or maintained by the Corporation or any corporation controlled by the Corporation or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (1), (2) and (3) of subsection
(iii) of this Section 9(b); or

(ii) a change in the composition of the Board such that the individuals who, as of the effective date of the Plan, constitute the Board (such Board shall be hereinafter referred to as the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, for purposes of this Section 9(b), that any individual who becomes a member of the Board subsequent to the effective date of the Plan, whose election, or nomination for election by the Corporation's shareholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who are also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; but, provided further, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be so considered as a member of the Incumbent Board; or

(iii) the approval by the shareholders of the Corporation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Corporation ("Corporate Transaction") or, if consummation of such Corporate Transaction is subject, at the time of such approval by shareholders, to the consent of any government or governmental agency, obtaining of such consent (either explicitly or implicitly by consummation); excluding however, such a Corporate Transaction pursuant to which
(1) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 60% of, respectively, the outstanding shares of common stock, and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Corporation or all or substantially all of the Corporation's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities, as the case may be, (2) no Person (other than the Corporation, any employee benefit plan (or related trust) of the Corporation or such corporation resulting from such Corporate Transaction) will beneficially own, directly or indirectly, 20% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors except to the extent that such ownership existed prior to the Corporate Transaction, and (3) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or

(iv) the approval by the stockholders of the Corporation of a complete liquidation or dissolution of the Corporation.

(c) Change in Control Price. For purposes of the Plan, "Change in Control Price" means the higher of (i) the highest reported sales price, regular way, of a Share in any transaction reported on the New York Stock Exchange Composite Tape or other national exchange on which such Shares are listed or on NASDAQ during the 60-day period prior to and including the date of a Change in Control or (ii) if the Change in Control is the result of a tender or exchange offer or a Corporate Transaction, the highest price per Share paid in such tender or exchange offer or Corporate Transaction; provided, however, that in the case of Incentive Stock Options and Stock Appreciation Rights relating to Incentive Stock Options, the Change in Control Price shall be in all cases the Fair Market Value of the Shares on the date such Incentive Stock Option or Stock Appreciation Right (or related cash-out right under Section 6.04(f)) is exercised. To the extent that the consideration paid in any such transaction described above consists all or in part of securities or other noncash consideration, the value of such securities or other noncash consideration shall be determined in the sole discretion of the Board.

SECTION 10. ADJUSTMENT PROVISIONS. In the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash, Shares or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, spin-off, combination, repurchase or share exchange, or other similar corporate transaction or event, affects the Shares such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the rights of Participants under the Plan, then the Committee shall, in such manner as it may deem equitable, make any adjustments it deems appropriate (including, without limitation, adjustments to the share limitations contained in Section 4 and to the terms of then-outstanding Awards). In addition, the Committee is authorized to make such adjustments as it deems appropriate in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events
(including, without limitation, events described in the preceding sentence)
affecting the Corporation or any Subsidiary or Affiliate or the financial statements

of the Corporation or any Subsidiary or Affiliate, or in response to changes in applicable laws, regulations or accounting principles.

SECTION 11. CHANGES TO THE PLAN AND AWARDS.

11.01. Changes to the Plan. The Board may amend, alter, suspend, discontinue or terminate the Plan without the consent of shareholders or Participants, except as is required by any federal or state law or regulation or the rules of any stock exchange on which the Shares may be listed, or if the Board in its discretion determines that obtaining such shareholder approval is for any reason advisable; provided, however, that, without the consent of an affected Participant, no amendment, alteration, suspension, discontinuation or termination of the Plan may impair the rights of such Participant under any Award theretofore granted to such Participant.

11.02. Changes to Awards. The Committee may waive any conditions or rights under, or amend, alter, accelerate, suspend, discontinue or terminate, any Award theretofore granted and any Award Agreement relating thereto; provided, however, that, without the consent of an affected Participant, no such amendment, alteration, suspension, discontinuation or termination of any Award may impair the rights of such Participant under such Award; and provided, further, that no amendment or alteration may be effective with respect to a Qualified Performance-Based Award if and to the extent it would cause such Award to cease to qualify for the Section 162(m) Exemption.

SECTION 12. GENERAL PROVISIONS.

12.01. No Rights to Awards. No Participant, officer, employee or director shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Participants or any other persons.

12.02. No Shareholder Rights. No Award shall confer on any Participant any of the rights of a shareholder of the Corporation unless and until Shares are duly issued or transferred to the Participant in accordance with the terms of the Award.

12.03. Dividends. The recipient of any Award may, if so determined by the Committee, be entitled to receive on a current or deferred basis, dividends or Dividend Equivalents, with respect to the number of Shares covered by the Award.

12.04. Tax Withholding. The Corporation or any Subsidiary or Affiliate is authorized to withhold from any award granted, any payment relating to an Award under the Plan (including from a distribution of Shares) or any payroll or other payment to a Participant, amounts of withholding and other taxes due with respect thereto, its exercise or any payment thereunder, and to take such other action as the Committee may deem necessary or advisable to enable the Corporation and Participants to satisfy obligations for the payment of withholding taxes and other tax liabilities relating to any Award. This authority shall include authority to withhold or receive Shares or other property and to make cash payments in respect thereof in satisfaction of a Participant's tax obligations.

12.05. No Right to Employment. Nothing contained in the Plan or any Award Agreement shall confer, and no grant of an Award shall be construed as conferring, upon any employee any right to continue in the employ of the Corporation or any Subsidiary or Affiliate or to interfere in any way with the right of the Corporation or any Subsidiary or Affiliate to terminate the employee's employment at any time or increase or decrease the employee's compensation from the rate in existence at the time of granting of an Award.

12.06. Unfunded Status of Awards. The Plan is intended to constitute an "unfunded" plan for incentive and deferred compensation. Nothing contained in the Plan, any Award Agreement or any Award shall give any such Participant any rights that are greater than those of an unsecured general creditor of the Corporation.

12.07. Other Compensatory Arrangements. The Corporation or any Subsidiary or Affiliate shall be permitted to adopt other or additional compensation arrangements (which may include arrangements which relate to Awards), and such arrangements may be either generally applicable or applicable only in specific cases.

12.08. Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award. The Committee shall determine whether cash, other Awards or other property shall be issued or paid in lieu of fractional Shares or whether such fractional Shares or any rights thereto shall be forfeited or otherwise eliminated.

12.09. Governing Law. The validity, construction and effect of the Plan, any rules and regulations relating to the Plan, any action taken pursuant to the Plan and any Award Agreement shall be governed by the laws of the State of Missouri, without giving effect to principles of conflicts of laws, and applicable federal law.

12.10. Tax Offset Bonuses. At the time an Award is made under the Plan or at any time thereafter, the Committee may grant to the Participant receiving such Award the right to receive a cash payment in an amount specified by the Committee, to be paid at such time or times (if ever) as the Award results in compensation income to the Participant, for the purpose of assisting the Participant to pay the resulting taxes, all as determined by the Committee and on such other terms and conditions as the Committee shall determine.

SECTION 13. LAWS AND REGULATIONS. The Plan, the granting and exercising of Awards thereunder and the other obligations of the Corporation under the Plan shall be subject to all applicable federal and state laws, rules and

regulations and to such approvals by any regulatory or governmental agency as may be required. The Corporation, in its discretion, may postpone the granting and exercising of Awards, the issuance or delivery of Shares under any Award or any other action permitted under the Plan to permit the Corporation, with reasonable diligence, to complete any stock exchange listing or registration or qualification of such Shares or other required action under any federal or state law, rule or regulation and may require any participant to make such representations and furnish such information as it may consider appropriate in connection with the issuance of delivery of Shares in compliance with applicable laws, rules and regulations. The Corporation shall not be obligated by virtue of any provision of the Plan to recognize the exercise of any Award or to otherwise sell or issue Shares in violation of any such laws, rules, or regulations; and any postponement of the exercise or settlement of any Award under this provision shall not extend the term of such Award, and neither the Corporation nor its directors or officers shall have any obligation or liability to any Participant with respect to any Award (or stock issuable thereunder) that shall lapse because of such postponement.

SECTION 14. EFFECTIVE DATE. The Plan shall become effective on April 1, 1998; provided that the effectiveness of the Plan shall be subject to the approval of the Plan by the affirmative vote of the holders of a majority of the Shares present or represented and entitled to vote at the next following meeting of the Corporation's shareholders. The Committee shall have the authority to grant Awards prior to such approval; provided that the effectiveness of such Awards shall be subject to such shareholder approval of the Plan. The Plan shall terminate ten years after its effective date, subject to earlier termination by the Board pursuant to Section 11, after which no Awards may be made under the Plan, but any such termination shall not affect Awards then outstanding or the authority of the Committee to continue to administer the Plan.

EXHIBIT 10.2

AMEREN CORPORATION
CHANGE OF CONTROL SEVERANCE PLAN

INTRODUCTION

The Board of Directors of Ameren Corporation recognizes that, as is the case with many publicly held corporations, there exists the possibility of a Change of Control of the Company. This possibility and the uncertainty it creates may result in the loss or distraction of senior executives of the Company, to the detriment of the Company and its shareholders.

The Board considers the avoidance of such loss and distraction to be essential to protecting and enhancing the best interests of the Company and its shareholders. The Board also believes that when a Change of Control is perceived as imminent, or is occurring, the Board should be able to receive and rely on disinterested service from senior executives regarding the best interests of the Company and its shareholders, without concern that senior executives might be distracted or concerned by the personal uncertainties and risks created by the perception of an imminent or occurring Change of Control.

In addition, the Board believes that it is consistent with the Company's employment practices and policies and in the best interests of the Company and its shareholders to treat fairly its employees whose employment terminates in connection with or following a Change of Control.

Accordingly, the Board has determined that appropriate steps should be taken to assure the Company of the continued employment and attention and dedication to duty of its senior executives and to seek to ensure the availability of their continued service, notwithstanding the possibility, threat or occurrence of a Change of Control.

Therefore, in order to fulfill the above purposes, the following plan has been developed and is hereby adopted.

ARTICLE I
ESTABLISHMENT OF PLAN

As of the Effective Date, the Company hereby establishes a separation compensation plan known as Ameren Corporation Change of Control Severance Plan, as set forth in this document.

ARTICLE II
DEFINITIONS

As used herein, the following words and phrases shall have the following respective meanings unless the context clearly indicates otherwise.

(a) Annual Bonus Award. The annual cash bonus that a Participant is eligible to earn pursuant to the Company's Executive Incentive Plan, and/or any successors thereto.

(b) Annual Salary. The Participant's regular annual base salary immediately prior to his or her termination of employment, including compensation converted to other benefits under a flexible pay arrangement maintained by any Employer or deferred pursuant to a written plan or agreement with any Employer.

(c) Board. The Board of Directors of the Company.

(d) Cause. With respect to any Participant: (i) the willful and continued failure of the Participant to perform substantially the Participant's duties with any Employer (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Participant by the Board or the Chief Executive Officer of the Company which specifically identifies the manner in which the Board or Chief Executive Officer believes that the Participant has not substantially performed the Participant's duties, or (ii) the willful engaging by the Participant in illegal conduct or gross misconduct which is materially and demonstrably injurious to any Employer. For purposes of this definition, no act or failure to act on the part of the Participant shall be considered "willful" unless it is done, or omitted to be done, by the Participant in bad faith or without reasonable belief that the Participant's action or omission was in the best interests of the Employers. Any act or failure to act based upon authority given PURSUANT to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer or a senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Participant in good faith and in the best interests of the Employers.

(e) Change of Control. The occurrence of any of the following events after the Effective Date of this Plan:

(i) The acquisition by any individual entity or group (within the meaning of Section 13)(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (x) the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or (y) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control: (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (D) any acquisition by any corporation pursuant to a transaction which complies with clauses (A), (B) and (C) of paragraph (iii) below; or

(ii) Individuals who, as of the Effective Date of this Plan, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board, provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual

or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(iii) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another corporation (a "Business Combination"), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 80% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were, members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(iv) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

(f) Code. The Internal Revenue Code of 1986, as amended from time to time.

(g) Committee. The Human Resources Committee of the Board.

(h) Company. Ameren Corporation and any successors thereto.

(i) Date of the Change of Control. The date on which a Change of Control occurs.

(j) Date of Termination. The date on which a Participant ceases to be an Employee.

(k) Disability. A termination of a Participant's Employment for Disability shall have occurred if the Termination occurs because illness or injury has prevented the Participant

from performing his or her duties (as they existed immediately prior to the illness or injury) on a full time basis for 180 consecutive business days.

(l) Effective Date. The date specified in the resolution of the Board adopting this Plan.

(m) Employee. Any full-time, regular-benefit, non-bargaining employee of the Company or any other Employer.

(n) Employer. The Company or any subsidiary of the Company.

(o) Employment. The state of being an Employee.

(p) ERISA. The Employee Retirement Income Security Act of 1974, as amended, and the regulations thereunder.

(q) Good Reason. With respect to any Participant, (i) the assignment to the Participant of any duties inconsistent in any respect with the Participant's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities immediately before the Change of Control, or any other action by any Employer which results in a significant diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Employer promptly after receipt of notice thereof given by the Participant; (ii) any material reduction in the Participant's Annual Salary, opportunity to earn Annual Bonuses, or other compensation or employee benefits, other than as a result of an isolated and inadvertent action not taken in bad faith and which is remedied by the Employer promptly after receipt of notice thereof' given by the Participant; (iii) the Employer's requiring the Participant to relocate his or her principal place of business to a place which is more than 50 miles from his or her previous principal place of business; (iv) any purported termination of the Plan otherwise than as expressly permitted by the Plan; or (v) any failure by the Company to comply with and satisfy Article V of the Plan. For purposes of the Plan, any good faith determination of "Good Reason" made by the Participant shall be conclusive.

(r) Highest Annual Bonus. With respect to any Participant, the higher of (i) the average of the Annual Bonuses received by the Participant with respect to the three most recent years before the Date of the Change of Control and (ii) the Annual Bonus most recently received by the Participant.

(s) Multiple. With respect to any Participant, the number set forth opposite the Participant's name under the heading "Benefit Level" on Schedule I hereto or, if less, the number of years and fractions thereof remaining, as of the Participant's Date of Termination, until the Participant reaches his or her mandatory retirement age (if any) under the applicable Employer Policy.

(t) Participant. An individual who is designated as such pursuant to Section 3.1.

(u) Plan. The Ameren Corporation Change of Control Severance Plan.

(v) Retirement. A termination by Retirement shall have occurred where a Participant's termination is due to his or her late, normal or early retirement under a pension plan sponsored by the Company or any of its affiliates, as defined in such plan.

(w) Separation Benefits. The benefits described in Section 4.2 that are provided to qualifying Participants under the Plan.

(x) Separation Period. With respect to any Participant, the period beginning on a Participant's Date of Termination and ending after the expiration of a number of years equal to the Multiple for such Participant.

ARTICLE III
ELIGIBILITY

3.1 Each of the individuals named on Schedule I hereto shall be a Participant in the Plan. Schedule I may be amended by the Human Resources Committee of the Board from time to time to add individuals as Participants.

3.2 Duration of Participation. A Participant shall only cease to be a Participants in the Plan as a result of an amendment or termination of the Plan complying with Article VI of the Plan, or when he ceases to be an Employee, unless, at the time he ceases to be an Employee, such Participant is entitled to payment of a Separation Benefit as provided in the Plan or there has been an event or occurrence that constitutes Good Reason that which would enable the Participant to terminate his employment and receive a Separation Benefit. A Participant entitled to payment of a Separation Benefit or any other amounts under the Plan shall remain a Participant in the Plan until the full amount of the Separation Benefit and any other amounts payable under the Plan have been paid to the Participant.

ARTICLE IV
SEPARATION BENEFITS

4.1 Terminations of Employment Which Give Rise to Separation Benefits Under Plan. A Participant shall be entitled to Separation Benefits as set forth in Section 4.2 below if, at any time before the third anniversary of the Date of the Change of Control, the Participant's Employment is terminated
(i) by the Employer for any reason other than Cause, death, Disability or Retirement or (ii) by the Participant within 90 days after the occurrence of Good Reason.

4.2 Separation Benefits.

(a) If a Participant's employment is terminated under circumstances entitling him to Separation Benefits as provided in Section 4.1, the Company shall pay such Participant, within ten days of the Date of Termination, a cash lump sum as set forth in subsection on (b) below and the continued benefits set forth in subsection (c) below. For purposes of determining the

benefits set forth in subsection (b) and (c), if the termination of the Participant's employment is for Good Reason after there has been a reduction of the Participant's Annual Salary, opportunity to earn Annual Bonuses, or other compensation or employee benefits, such reduction shall be ignored.

(b) The cash lump sum referred to in Section 4.2(a) is the aggregate of the following amounts:

(i) the sum of (1) the Participant's Annual Salary through the Date of Termination to the extent not theretofore paid, (2) the product of (x) the Highest Annual Bonus and (y) a fraction, the numerator of which is the number of days in the such year through the Date of Termination, and the denominator of which is 365, and (3) any accrued vacation pay, to the extent not theretofore paid and in full satisfaction of the rights of the Participant thereto;

(ii) an amount equal to the product of (1) the Participant's Multiple times (2) the sum of the Participant's (x) Annual Salary and
(y) Highest Annual Bonus; and

(iii) an amount equal to the difference between (a) the actuarial equivalent of the benefit under the qualified defined benefit retirement plans of the Employer in which the Participant participates (collectively, the "Retirement Plan") and any excess or supplemental retirement plans in which the Participant participates (collectively, the "SERP") which the Participant would receive if his or her employment continued during the Separation Period, assuming that the Participant's compensation during the Separation Period would have been equal to his or her compensation as in effect immediately before the termination or, if higher, on the Effective Date, and (b) the actuarial equivalent of the Participant's actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination. The actuarial assumptions used for purposes of determining actuarial equivalence shall be no less favorable to the Participant than the most favorable of those in effect under the Retirement Plan and the SERP on the Date of Termination and the Effective Date.

(c) The continued benefits referred to above are as follows:

(i) during the Separation Period, the Participant and his or her family shall be provided with medical, dental and life insurance benefits as if the Participant's employment had not been terminated; provided, however, that if the Participant becomes reemployed with another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. For purposes of determining eligibility (but not the time of commencement of benefits) of the Participant for retiree medical, dental and life insurance benefits under the Employer's plans, practices, programs and policies, the Participant shall be considered to have remained employed during the Separation Period and to have retired on the last day of such period; and

(ii) the Company shall, at its sole expense as incurred, provide the Participant with outplacement services the scope and provider of which shall be selected by the Participant in his or her sole discretion (but at a cost to the Company of not more than $30,000);

To the extent any benefits described in this Section 4.2(c) cannot be provided pursuant to the appropriate plan or program maintained for Employees, the Company shall provide such benefits outside such plan or program at no additional cost (including without limitation tax cost) to the Participant.

4.3 Other Benefits Payable. The cash lump sum and continuing benefits described in Section 4.2 above shall be payable in addition to, and not in lieu of, all other accrued or vested or earned but deferred compensation, rights, options or other benefits which may be owed to a Participant upon or following termination, including but not limited to accrued vacation or sick pay, amounts or benefits payable under any bonus or other compensation plans, stock option plan, stock ownership plan, stock purchase plan, life insurance plan, health plan, disability plan or similar or successor plan, but excluding any severance pay or pay in lieu of notice required to be paid to such Participant under applicable law.

4.4 Certain Additional Payments by the Company.

(a) Anything in this Plan to the contrary notwithstanding and except as set forth below, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of any Participant (whether paid or payable or distributed or distributable pursuant to the terms of this Plan or otherwise, but determined without regard to any additional payments required under this Section 4.4) (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Participant with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Participant shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Participant of all taxes (including any interest, or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Participant retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

(b) Subject to the provisions of Section 4.4(c), all determinations required to be made under this Section 4.4, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Arthur Andersen or such other certified public accounting firm as may be designated by the Participant (the "Accounting Firm"), which shall provide detailed supporting calculations both to the Company and the Participant within 15 business days of the receipt of notice from the Participant that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Participant shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All

fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 4.4 shall be paid by the Company to the Participant within five days of the receipt of the Accounting Firm's determination. Any determination by the Accounting Firm shall be binding upon the Company and the Participant. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to
Section 4.4(c) and the Participant thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Participant.

(c) The Participant shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after the Participant is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Participant shall not pay such claim prior to the expiration of the 30-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Participant in writing prior to the expiration of such period that it desires to contest such claim, the Participant shall:

(i) give the Company any information reasonably requested by the Company relating to such claim,

(ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,

(iii) cooperate with the Company in good faith in order effectively to contest such claim, and

(iv) permit the Company to participate in any proceedings relating to such claim;

provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Participant harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 4.4(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in

respect of such claim and may, at its sole option, either direct the Participant to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Participant agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Participant to pay such claim and sue for a refund, the Company shall advance the amount of such payment to the Participant, on an interest-free basis and shall indemnify and hold the Participant harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Participant with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Participant shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

(d) If, after the receipt by the Participant of an amount advanced by the Company pursuant to Section 4.4(c), the Participant becomes entitled to receive any refund with respect to such claim, the Participant shall
(subject to the Company's complying with the requirements of Section 4.4(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Participant of an amount advanced by the Company pursuant to
Section 4.4(c), a determination is made that the Participant shall not be entitled to any refund with respect to such claim and the Company does not notify the Participant in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

4.5 Payment Obligations Absolute.

The obligations of the Company and the other Employers to pay the separation benefits described in Section 4.2 and any additional payments described in Section 4.4 shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company or any of the other Employers may have against any Participant. In no event shall a Participant be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to a Participant under any of the provisions of this Plan, nor shall the amount of any payment hereunder be reduced by any compensation earned by a Participant as a result of employment by another employer, except as specifically provided in Section 4.2(c)(i).

4.6 Deferred Compensation Plan. With respect to each Participant who is a participant in the Company's Deferred Compensation Plan for Members of the Ameren Leadership Team, or any successor thereto (collectively, the "Deferred Compensation Plan"), the definition of "Change of Control" for purposes of the Deferred Compensation Plan shall be

deemed to be the definition given in Article II of this Plan, rather than the definition given in the Deferred Compensation Plan.

ARTICLE V
SUCCESSOR TO COMPANY

This Plan shall bind any successor of the Company, its assets or its businesses (whether direct or indirect, by purchase, merger, consolidation or otherwise), in the same manner and to the same extent that the Company would be obligated under this Plan if no succession had taken place.

In the case of any transaction in which a successor would not by the foregoing provision or by operation of law be bound by this Plan, the Company shall require such successor expressly and unconditionally to assume and agree to perform the Company's obligations under this Plan, in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. The term "Company," as used in this Plan, shall mean the Company as herein before defined and any successor or assignee to the business or assets which by reason hereof becomes bound by this Plan.

ARTICLE VI
DURATION, AMMENDMENT AND TERMINATION

6.1 Duration. If a Change of Control has not occurred, this Plan shall continue in effect until the fifth anniversary of the Effective Date, and shall automatically be extended for successive two-year terms unless, not less than one year before the end of the initial five-year term or any such two-year extension, the Board determines that it shall not be so extended. If a Change of Control occurs while this Plan is in effect, this Plan shall continue in full force and effect and shall not terminate or expire until after all Participants who become entitled to any payments hereunder shall have received such payments in full and all adjustments required to be made pursuant to
Section 4.4 have been made.

6.2 Amendment or Termination. The Board may amend or terminate this Plan at any time; provided, that this Plan may not be terminated or amended (i) following a Change of Control, (ii) at the request of a third party who has taken steps reasonably calculated to effect a Change of Control, or (iii) otherwise in connection with or in anticipation of a Change of Control, in any manner that could adversely affect the rights of any Participant.

6.3 Procedure for Extension, Amendment or Termination. Any extension, amendment or termination of this Plan by the Board in accordance with the foregoing shall be made by action of the Board in accordance with the Company's charter and by-laws and applicable law, and shall be evidenced by a written instrument signed by a duly authorized officer of the Company, certifying that the Board has taken such action.

ARTICLE VII
MISCELLANEOUS

7.1 Indemnification. If a Participant institutes any legal action in seeking to obtain or enforce, or is required to defend in any legal action the validity or enforceability of, any right or benefit provided by this Plan, the Company will pay for all actual legal fees and expenses incurred (as incurred) by such Participant, regardless of the outcome of such action.

7.2 Employment Status. This Plan does not constitute a contract of employment, nor does it impose on the Participant or the Employers any obligation for the Participant to remain an Employee or change the status of the Participant's employment or the Employers' policies regarding termination of employment.

7.3 Named Fiduciary; Administration. The Company is the named fiduciary of the Plan, with full authority to control and manage the operation and administration of the Plan, acting through the Employee Benefits Department.

7.4 Claim Procedure. If an Employee or former Employee makes a written request alleging a right to receive benefits under this Plan or alleging a right to receive an adjustment in benefits being paid under the Plan, the Company shall treat it as a claim for benefit. All claims for benefit under the Plan shall be sent to the Employee Benefits Department and must be received within 30 days after termination of employment. If the Company determines that any individual who has claimed a right to receive benefits, or different benefits, under the Plan is not entitled to receive all or any part of the benefits claimed, it will inform the claimant in writing of its determination and the reasons therefor in terms calculated to be understood by the claimant. The notice will be sent within 90 days of the claim unless the Company determines additional time, not exceeding 90 days, is needed. The notice shall make specific reference to the pertinent Plan provisions on which the denial is based, and describe any additional material or information is necessary. Such notice shall, in addition, inform the claimant what procedure the claimant should follow to take advantage of the review procedures set forth below in the event the claimant desires to contest the denial of the claim. The claimant may within 90 days thereafter submit in writing to the Company a notice that the claimant contests the denial of his or her claim by the Company and desires a further review. The Company shall within 60 days thereafter review the claim and authorize the claimant to appear personally and review pertinent documents and submit issues and comments relating to the claim to the persons responsible for making the determination on behalf of the Company. The Company will render its final decision with specific reasons therefor in writing and will transmit it to the claimant within 60 days of the written request for review, unless the Company determines additional time, not exceeding 60 days, is needed, and so notifies the Participant. If the Company fails to respond to a claim filed in accordance with the foregoing within 60 days or any such extended period, the Company shall be deemed to have denied the claim.

7.5 Unfunded Plan Status. This Plan is intended to be an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees, within the meaning of Section 401 of ERISA. All payments pursuant to the Plan shall be made from the general funds of the Company and no

special or separate fund shall be established or other segregation of assets made to assure payment. No Participant or other person shall have under any circumstances any interest in any particular property or assets of the Company as a result of participating in the Plan. Notwithstanding the foregoing, one or more of the Employers may (but shall not be obligated to) create one or more grantor trusts, the assets of which are subject to the claims of the Employers' creditors, to assist them in accumulating funds to pay their obligations under the Plan.

7.6 Validity and Severability. The invalidity or unenforceability of any provision of the Plan shall not affect the validity or enforceability of any other provision of the Plan, which shall remain in full force and effect, and any prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

7.7 Governing Law. The validity, interpretation, construction and performance of the Plan shall in all respects be governed by the laws of Missouri, without reference to principles of conflict of law, except to the extent pre-empted by ERISA.

7.8 Prior Plan and Agreements. Notwithstanding any other provision of this Plan or the Union Electric Change of Control Severance Plan (the "Prior UE Plan"): (a) upon the occurrence of any Change of Control as defined herein, this Plan shall supersede the Prior UE Plan; and (b) no Participant shall be entitled to receive severance pay or benefits under both the Prior UE Plan and under this Plan as a result of the same termination of employment. In addition, notwithstanding any other provision of this Plan or any Management Continuity Agreement between any individual and CIPSCO Incorporated (a "Prior CIPSCO Agreement"), no individual who is designated as a Participant and who is a party to a Prior CIPSCO Agreement shall become a Participant unless and until such individual has executed a written agreement, substantially in the form attached hereto as Exhibit A, to the effect that the Prior CIPSCO Agreement shall terminate and be of no further effect upon the occurrence of any Change of Control as defined herein, and that such individual shall not be entitled to receive severance pay or benefits under both the Prior CIPSCO Agreement and under this Plan as a result of the same termination of employment.

Form of Amendment to Prior CIPSCO Agreement

This Amendment to the Management Continuity Agreement (this "Amendment"), effective as of __________, _________, by and between Ameren Corporation ("Ameren") and (the "Executive")

WITNESSETH:

WHEREAS, Ameren is the successor to CIPSCO Incorporated ("CIPSCO"), which was merged with and into Ameren effective December 31, 1997 (the "Merger");

WHEREAS, the Executive and Ameren, as successor to CIPSCO, are parties to a Management Continuity Agreement dated as of February 7, 1995 (the "Agreement"), which has become operative in accordance with its terms;

WHEREAS, Ameren has adopted the Ameren Corporation Change of Control Severance Plan (the "Ameren Plan"), which provides certain severance benefits to Participants therein whose employment terminates under certain circumstances after a "Change of Control" (as defined in the Ameren Plan) that occurs while the Ameren Plan is in effect (capitalized terms used in this Amendment and not defined herein have the meanings given to them in the Ameren Plan); and

WHEREAS, the Executive has been designated as a Participant in the Ameren Plan, subject to the execution of this Amendment;

NOW, THEREFORE, Ameren and the Executive agree as follows:

1. If (a) there occurs a Change of Control after the date hereof and (b) the Executive is an Employee at the time of such Change of Control, the Agreement shall be null and void and of no further force or effect from and after the date of such Change of Control.

2. In no event shall the Executive shall be eligible for severance benefits under both the Agreement and the Ameren Plan.

3. Except as otherwise specified above, the Agreement is hereby ratified and confirmed without amendment.

------------------------                          AMEREN CORPORATION
[name of Executive]

                                                  ----------------------------

By:

                                   Schedule I

                                  Participants
                                  ------------

                                                             Benefit
      Name                                                    Level
Mueller, Charles W.                                             3
Agathen, Paul A.                                                3
Brandt, Donald E.                                               3
Schukai, Charles J.                                             3
Rainwater, Gary L.                                              3
Barrett, M. Patricia                                            2
Baxter, Warner L.                                               2
Birkett, James T.                                               2
Bremer, Charles A.                                              2
Capone, Donald W.                                               2
Carr, William J.-                                               2
Davis, James L.                                                 2
Hannis, Jean M.                                                 2
Kelley, R. Alan                                                 2
Koertner, William A.                                            2
Moorman, Gilbert W.                                             2
Montana, Michael J.                                             2
Nelson, Craig D.                                                2
Randolph, Garry L.                                              2
Schukai, Robert J.                                              2
Shores, William C.                                              2
Sullivan, Steven R.                                             2
Voss, Thomas R.                                                 2
Willis, Samuel E.                                               2
Zdellar, Ronald C.                                              2
Birdsong, Jerre E.                                              2

EXHIBIT 10.3

AMEREN CORPORATION
DEFERRED COMPENSATION PLAN

1. PURPOSE

The purpose of the Ameren Corporation Deferred Compensation Plan ("Plan") is to amend and restate the Union Electric Deferred Compensation Plan dated January 1, 1986, and to provide eligible participants with the opportunity to accumulate capital and postpone the income taxes thereon of up to 30 percent of annual base salary. Participation in the Plan is voluntary. The implementation of the Plan will provide Ameren Corporation and its subsidiaries ("Ameren") with the means to attract and retain key employees by offering a competitive salary deferral program. The Plan is administered by a committee of officers ("Committee") of Ameren Services Company ("Company") who have been appointed by the Chief Executive Officer of Ameren.

2. DEFINITIONS

Certain words and phrases are defined when first used in later paragraphs of the Plan. In addition, the following words and phrases when used herein, unless the context clearly requires otherwise, shall have the following respective meanings:

A. Ameren: As used herein shall mean Ameren Corporation and its subsidiaries.

B. Company: As used herein shall mean Ameren Services Company, as agent for Ameren and as administrator of the Plan.

C. Deferral Account: Book entries reflecting each Participant's Deferred Amounts and Interest credited thereon pursuant to the provisions of Section 7. A separate Deferral Account shall be maintained for each Deferral Commitment commenced hereunder.

D. Deferral Commitment: The sum of the Salary deferrals to which the Participant obligates himself pursuant to the provisions of
Section 4.

E. Deferred Amount: The amount of Salary which a Participant elects to defer pursuant to the provisions of the Plan.

F. Effective Date: January 1, 1986, as restated and amended from time to time.

G. Interest: The amount of interest which a Participant shall be deemed to earn on his Deferred Amounts and which shall be credited to his Deferral Account as determined pursuant to
Section 8.

H. Participant: Any person eligible to participate in the Plan pursuant to Section 3 who elects or has elected to defer a portion of his salary pursuant to the provisions of the Plan.

A Participant who transfers employment to any subsidiary of Ameren Corporation or other business entity in which Ameren Corporation has a ten percent (10%) or greater ownership interest, shall be deemed not to have terminated employment as long as such Participant is an employee of such a subsidiary or business entity.

I. Plan: The Ameren Corporation Deferred Compensation Plan, as revised and restated.

J. Plan Year: The 12-month period commencing January 1 and ending on December 31, except in the case of the 1986 Plan Year in which case the 5-month period commencing August 1, 1986 and ending on December 31, 1986.

K. Retirement Age: Normal Retirement Age under the provisions of the Plan shall be 65 years of age. However, retirement shall be permitted under the provisions of the Plan as early as 55 years of age.

L. Salary: The annual base pay of a Participant, exclusive of any income from commissions, benefits, allowances, and/or other incentive plans paid by Ameren.

3. ELIGIBILITY

The Human Resources Committee of the Ameren Corporation Board of Directors shall have sole authority to designate persons eligible to participate in the Plan; however, any member who, as a Participant in the Plan, accelerated a prior Deferral Commitment pursuant to the provisions of Section 4 shall not be eligible to commence any further Deferral Commitments. Any individual who is eligible to participate in the Plan may become a Participant by commencing a Deferral Commitment.

4. COMMENCING A DEFERRAL COMMITMENT

A Participant may commence a Deferral Commitment by making an election to defer a percentage of Salary up to a maximum of 30 percent (10 percent for Deferral Commitments commencing prior to January 1, 1991; 20 percent for Deferral

Deferred Compensation Plan (Continued)

Commitments commencing on or after January 1, 1991 and prior to January 1, 1995). The amount of Salary deferred may not reduce the amount of the Participant's non-deferred Salary for the year of deferral below the maximum level of "Federal Insurance Contributions Act taxable wages" (i.e., the FICA wage base). The annual dollar value of the percentage elected by the Participant must be at least $3,500. Except as described below with respect to accelerating a Deferral Commitment, during the term of a Deferral Commitment the deferral percentage elected by the Participant shall not be increased or decreased. (The dollar value of the percentage elected by the Participant will change during the term of Deferral Commitment in response to adjustments to the Participant's Salary.)

The term of a normal Deferral Commitment shall be four or fewer years (except in the case of a Deferral Commitment commenced on August 1, 1986 in which case the term shall be four years and five months). Beginning on January 1, 1991, the Plan shall consist of separate and non-overlapping four-year segments, each made up of four consecutive calendar years, with all Deferral Commitments commenced on any January 1 therein terminating on the last day of such four-year segment for all purposes hereunder. The Committee may, in its absolute and sole discretion, authorize a term of less than four years.

In the event that a Participant has fewer years remaining before his retirement than remain in the then current four-year segment described above, the Committee may, at the request of the Participant and in its sole discretion, agree at any time prior to the completion of a Deferral Commitment to waive the 30 percent maximum deferral percentage and the FICA wage base limitations, on terms determined by the Committee, so that such Participant may accelerate his Deferral Commitment into the period remaining before retirement.

The Participant's Deferred Amounts shall be credited to his Deferral Account by no later than the end of the month in which such amounts would, but for such deferral, be payable to the Participant.

5. MULTIPLE DEFERRAL COMMITMENTS DURING A FOUR-YEAR SEGMENT

In the event that a Participant has, pursuant to the provisions of this
Section and Section 4, commenced one or more Deferral Commitments during a four-year segment wherein his Deferral Commitments are for less than the maximum deferral percentage of Salary otherwise permitted hereunder, the Participant may commence another Deferral Commitment effective on any subsequent January 1 prior to the end of the then current four-year segment by electing to defer an additional percentage of his prospective Salary, provided the combined Salary deferral percentages of the Participant's Deferral Commitments in effect during such four-year segment do not exceed the maximum deferral percentage of Salary, and further provided that each additional Deferral Commitment independently satisfies the requirements of Section 4.

Deferred Compensation Plan (Continued)

6. TERMS OF DEFERRAL ELECTION

A Participant's written election to defer Salary shall indicate the percentage amount of Salary which the Participant is electing to defer under the Plan and the method of distribution of such amounts. Such election form shall be filed by the Participant with the Company's Vice President, Human Resources, by no later than the last date specified for such filing. Such election shall be effective on the first day of the next Plan Year.

7. PARTICIPANT DEFERRAL ACCOUNT

There shall be established a Deferral Account in the name of each Participant who elects to defer Salary by commencing a Deferral Commitment under the provisions of the Plan. A separate Deferral Account will be maintained for each Deferral Commitment commenced by each Participant. The Deferral Account shall reflect the value of the Participant's Deferred Amounts plus Interest credited thereon with respect to the specific Deferral Commitment. The records for each Deferral Account maintained for the Participant shall be available for inspection by the Participant at reasonable times, and the Company shall furnish the Participant on or before the first day of March of each year a statement indicating the aggregate amount credited to each of the Participant's Deferral Accounts through the last day of the preceding Plan Year and the value of each such Deferral Account on such date.

8. INTEREST ON DEFERRED AMOUNTS

Interest calculated at the rate or rates, as hereinafter described, shall accrue from the date Salary deferrals are credited to the Participant's Deferral Account and shall be compounded annually and credited to the Participant's Deferral Account as of the last business day of each Plan Year for which the Participant has a Deferral Account balance. While the Participant is employed by Ameren (except where the Participant has attained 65 years of age) the Participant's Deferral Account balance shall earn Interest at the "Plan Interest Rate." After retirement (and when the Participant remains employed by Ameren after having attained 65 years of age) or following the death of the Participant, the Participant's Deferral Account balance shall earn interest at the "Base Interest Rate."

The "Plan Interest Rate" for any Plan Year shall be 150 percent of the average Moody's Seasoned AAA Corporate Bond Yield Index (Moody's Index) for the previous calendar year. Interests rates are calculated annually as of the first day of the Plan Year. (For a Deferral Commitment commenced on August 1, 1986, consult the plan document then in effect.)

The "Base Interest Rate" for any Plan Year shall be equal to the average Moody's Index for the previous calendar year.

Deferred Compensation Plan (Continued)

9. DISTRIBUTION AT RETIREMENT

The balance of each of a Participant's Deferral Accounts shall be distributed to the Participant, each according to the pay-out method selected by the Participant, beginning no later than the first day of the first month following the month in which the Participant retires. In the event the balances of one or more of the Participant's Deferral Accounts are to be distributed as a single lump sum, such distribution shall take place no later than the first day of the first month following the month in which the Participant retires.

At the time that a Participant makes an election to defer Salary under the Plan, he shall select a method for the distribution of the balance of that Deferral Account at retirement by choosing one of the following alternative methods of distribution:

1. The balance of the Participant's Deferral Account to be distributed in a single lump sum.

2. The balance of the Participant's Deferral Account to be distributed in substantially equal installments over a period of 5 years commencing at retirement.

3. The balance of the Participant's Deferral Account to be distributed in substantially equal installments over a period of 10 years commencing at retirement.

4. The balance of the Participant's Deferral Account to be distributed in substantially equal installments over a period of 15 years commencing at retirement.

(Methods 2 through 4 shall be payable either in monthly or annual installments as elected by the Participant or his beneficiary.)

With respect to Deferral Commitments commenced prior to January 1, 1991, a Participant may choose to have the balance of said Deferral Account(s) distributed in substantially equal installments over the period commencing at such Participant's retirement and continuing until the Participant attains 80 years of age, provided such Participant selected this distribution option prior to October 12, 1990.

Except as described in the preceding sentence, a Participant's selection of a method of distribution may be changed by the Participant as frequently as he chooses up to one year prior to the date when distributions from the Participant's Deferral Account are to commence. A change in the method of distribution must be made on a form provided by the Company which must be filed by the Participant with the Company's Vice President, Human Resources.

Deferred Compensation Plan (Continued)

10. REVOCATION OF DEFERRAL ELECTION

A Participant may revoke his election to defer Salary at any time prior to or after completing a Deferral Commitment. Such revocation must be made in writing and filed with the Company's Vice President, Human Resources. When the Participant revokes his deferral election, all amounts deferred pursuant to that Deferral Commitment will be distributed to the Participant in a single sum no later than 30 days after the date the notice of revocation is filed. All Interest credited to the Participant's corresponding Deferral Account will be forfeited, and the Participant will not be permitted to commence another Deferral Commitment any sooner than one year after the next January 1.

11. RETIREMENT OR TERMINATION PRIOR TO COMPLETION OF DEFERRAL COMMITMENT

If a Participant retires or terminates employment prior to completing a Deferral Commitment all amounts thus far deferred pursuant to that Deferral Commitment will be distributed to the Participant in a single sum no later than 30 days after the date the Participant retires or terminates employment. All interest credited to the Participant's corresponding Deferral Account will be forfeited.

A Participant who retires may, in order to avoid the consequences of this Section, complete a Deferral Commitment prior to retirement by accelerating his Deferral Commitment subject to the provisions of
Section 4.

12. TERMINATION OF EMPLOYMENT PRIOR TO BECOMING ELIGIBLE FOR RETIREMENT

A. General:

Except as described in Paragraph B, below, in the event that a Participant terminates employment after completing one or more Deferral Commitments but prior to becoming eligible for retirement, the balance of the Participant's corresponding Deferral Account(s) shall be distributed in a single sum to the Participant no later than 30 days after the date the Participant terminates employment, except that such balance(s) shall be reduced prior to distribution in order to reflect that all Interest earned on the Participant's Deferral Account(s) shall have been computed using the Base Interest Rate only. Interest representing the increment over the Base Interest Rate which would otherwise have been payable at or after retirement shall be forfeited.

B. Change of Control:

In the event that a Participant terminates employment from Ameren after completing one or more Deferral Commitments but prior to becoming eligible for retirement and after the occurrence of a Change of Control, the balance of the Participant's Deferral Account(s), including Interest calculated at the Plan Interest Rate, shall be distributed in a single sum to the Participant no later than 30 days after the date the Participant terminates employment. For the purposes of this Paragraph, Change of Control shall mean:

1. The purchase or other acquisition, within the meaning of
Section 13(d) of the Securities Exchange Act of 1934, in one or a series of transactions by a person or a group of persons acting in concert, of beneficial ownership in more than 25% of the then outstanding voting stock of Ameren Corporation;

2. the receipt of proxies for the election of directors of Ameren Corporation in opposition to the Board's slate of nominees which proxies aggregate more than 40% of the then outstanding voting stock of Ameren Corporation; or

3. the sale or issuance of such number of shares of voting stock of Ameren Corporation for consideration other than cash in any transaction or series of related transactions which constitute more than 25% of the outstanding voting power of Ameren Corporation after giving effect to such issuance or sale.

HISTORICAL NOTE: A Change of Control occurred on December 31, 1997, with the merger of Union Electric Company and CIPSCO to form Ameren Corporation. Participants in the Plan as of that date vested in their completed Deferral Account(s), including interest calculated at the Plan Interest Rate, and will vest in all future Deferral Account(s), with interest calculated at the Plan Interest Rate, when the corresponding Deferral Commitments for such Deferral Account(s) are completed.

13. TOTAL DISABILITY OF PARTICIPANT

In the event that it is determined by a duly licensed physician selected by the Company that, because of ill health, accident or other disability, a Participant is no longer able, properly and satisfactorily, to perform his regular duties and responsibilities, and therefore, such Participant has been placed on long term disability, the Company shall commence distribution of the Participant's Deferral Account(s) according to the method(s) of distribution selected by the Participant pursuant to Section 9 no later than the thirty days after the date on which the Participant is placed on long term disability by the Company.

14. DEATH OF PARTICIPANT

A. Prior to Retirement:

1. In the event of the Participant's death prior to his retirement, the Company shall commence distribution of the Participant's Deferral Account(s) to the Participant's designated beneficiary(ies) according to the method(s) selected by the Participant pursuant to
Section 9 no later than the tenth day of the first month following the date of the Participant's death, except that if the Participant had selected method 1 (or the additional method of distribution for Deferral Commitments commenced prior to October 12, 1990) under
Section 9, distribution shall be made as if he had selected method 4.

2. In addition, for Deferral Commitments commenced prior to January 1, 1995, the following survivor benefits will be payable:

The beneficiary(ies) designated by the Participant shall receive from the Company an annual benefit for a period of 10 years, payable in either monthly or annual installments as elected by the beneficiary(ies), equal to one-half of each of the Participant's Deferral Commitments made prior to January 1, 1995 (based on the dollar value of each Deferral Commitment on the date such Deferral Commitment was commenced), except that the benefit payable hereunder shall be calculated by using no more than the first 10 percent of Salary deferred by such Participant. In the event the Participant has designated more than one beneficiary, this additional annual benefit shall be divided among such beneficiaries in the same percentages used to divide and distribute the Participant's Deferral Account(s). (The beneficiary(ies) of a Participant who is receiving or who has received distributions pursuant to either Section 13 or Section 15 is eligible for the benefit described in this paragraph.)

In the event a Participant has or had more than one Deferral Commitment in effect at any one time prior to January 1, 1995, for purposes of calculating the additional survivor benefit outlined in the preceding paragraph, all such Deferral Commitments shall be aggregated for the purposes of determining the amount of the benefit payable hereunder with respect to such Deferral Commitments.

B. After Retirement:

1. In the event of the Participant's death after his retirement, the Company shall continue to make distributions over the remainder of the period(s) that would have been applicable to the Participant had he survived except

that such continuing distributions shall be made to the Participant's designated beneficiary(ies).

2. In addition, for Deferral Commitments commenced prior to January 1, 1995, the following survivor benefits will be payable:

If the Participant's death occurs within 15 years after his retirement, the Participant's surviving spouse (if any) shall receive an annual benefit for life, payable in either monthly or annual installments, as elected by the surviving spouse, equal to one-half of the annual amount the Participant would have received from each of his Deferral Accounts, based on each of the Participant's Deferral Commitments commenced prior to January 1, 1995, except that the benefit payable hereunder shall be calculated by using no more than the first 10 percent of Salary deferred by such Participant, and assuming he had selected distribution method 4 pursuant to Section 9. (For the purposes of the benefit described in the preceding sentence, the Interest rate which shall be used to calculate the amount of the annual benefit shall be the Base Interest Rate in effect for the year immediately preceding the year of the Participant's death.)

In the event a Participant had more than one Deferral Commitment in effect at any one time prior to January 1, 1995, for purposes of calculating the additional survivor benefit outlined in the preceding paragraph, all such Deferral Commitments shall be aggregated for the purposes of determining the amount of the benefit payable hereunder with respect to such Deferral Commitments.

15. HARDSHIP DISTRIBUTION

In the event that a Participant (or in the case of the Participant's death, his beneficiary) suffers a Financial Hardship, the Committee may, if it deems advisable in its sole and absolute discretion, distribute on behalf of the Participant, his beneficiary or legal representative, any portion of the Participant's Deferral Account(s), but in no event more than the amount necessary to meet the Financial Hardship. Any such hardship distribution shall be made at such times as the Committee shall determine, and the Participant's Deferral Account(s) shall be reduced by the amount so distributed and/or utilized. Financial Hardship shall mean an unanticipated emergency (as defined by the Internal Revenue Service) caused by an event beyond the control of the Participant or beneficiary which would result in severe financial hardship if early withdrawal were not permitted.

16. WITHDRAWAL PRIOR TO RETIREMENT

As of the date which represents the sixth anniversary of the date on which a Participant commenced a Deferral Commitment (provided such Deferral Commitment was

commenced prior to January 1, 1991) and on any date thereafter, the Participant may submit a request to withdraw the balance of his corresponding Deferral Account. A request hereunder must be submitted in writing to the Company's Vice President, Human Resources, and it must state the Participant's reason for requesting the withdrawal. The request must be submitted at least one year prior to the date on which the requested withdrawal is to occur. The request may be granted or denied by the Committee in its sole and absolute discretion. In the event that such request is granted, the balance of such Participant's corresponding Deferral Account shall be reduced prior to distribution in order to reflect that all Interest earned thereon shall have been computed using the Base Interest Rate only. Interest representing the increment over the Base Interest Rate which would otherwise have been payable with respect to such Deferral Account at or after retirement shall be forfeited, and the Participant will not be permitted to commence another Deferral Commitment any sooner than one year after the next January 1. Withdrawals which are granted hereunder shall be made in a single lump sum.

17. DESIGNATION OF BENEFICIARY

The Participant shall designate in writing, on a form to be furnished by the Company, one or more primary and/or secondary beneficiaries who shall receive distributions otherwise payable to the Participant or as otherwise authorized by the Plan, and such beneficiary designation shall be controlling with respect to all Deferral Accounts such Participant may have pursuant to the provisions of the Plan. The Participant's spouse, if any, must consent in writing to the designation of a primary beneficiary(ies) other than such spouse as the sole primary beneficiary. Subject to the requirement of the preceding sentence, the Participant shall have the right, at any time and for any reason, to submit a revised designation of beneficiary. Such revised designation of beneficiary shall become effective provided it is delivered to the Company's Vice President, Human Resources, prior to the death of such Participant, and it shall supersede all prior designations of beneficiary submitted by the Participant. A beneficiary may be a natural person or an entity (such as a trust or a charitable organization).

If no designation of beneficiary has been received by the Company from the Participant prior to his death, or if the beneficiary(ies) designated by the Participant has not survived the Participant or cannot otherwise be located by the Company within a reasonable period of time, distributions shall be made to the person or persons in the first of the following classes of successive preference:

1. The Participant's surviving spouse.

2. The beneficiary(ies) named by the Participant in his most recent Designation of Beneficiary Form filed with the Company pursuant to the terms of the Company's Group Life Insurance Plan.

3. The Participant's surviving children, equally.

4. The Participant's surviving parents, equally.

5. The Participant's surviving brothers and sisters, equally.

6. The Participant's personal representative(s), executor(s) or administrator(s).

18. PAYMENTS TO MINORS OR INCOMPETENTS

Whenever, in the Committee's opinion, a person entitled to receive any payment under the Plan is a minor, is under a legal or other disability or is so incapacitated as to be unable to manage his financial affairs, a distribution may be made to such person or to his legal representative or to a relative or friend of such person for his benefit, or for the benefit of such person in whatever manner the Committee considers advisable. Any payment of a benefit in accordance with the provisions of this Section shall be a complete discharge of any liability for the making of such payment under the provisions of the Plan.

19. ADMINISTRATION

Except as specified otherwise in the Plan, the Committee shall have full power and discretion to administer, construe and interpret the Plan. Any authorized action or decision under the provisions of the Plan undertaken by the Committee arising out of, or in connection with the administration, construction, interpretation or effect of the Plan, or recommendations in accordance therewith, or any rules and regulations adopted by the Committee shall be conclusive and binding on all Participants and their beneficiaries and all other persons whosoever.

20. EFFECT ON RETIREMENT PLAN BENEFITS

Any reduction in benefits which would otherwise be payable to a Participant pursuant to the provisions of Ameren's retirement plans resulting from his participation in the Plan will be made up by the Company out of general assets of Ameren, as appropriate.

21. MISCELLANEOUS

A. Right of Setoff: If, at such time as the Participant becomes entitled to distributions hereunder, the Participant has any debt, obligation or other liability representing an amount owing to Ameren, and if such debt, obligation, or other liability is due and owing at the time that distributions are payable hereunder, the amount owed or owing may be offset against the amount otherwise distributable hereunder.

B. No Trust Created: The arrangements hereunder are unfunded for tax purposes and for the purposes of ERISA, Title I. Nothing contained in the Plan, and no action taken pursuant to its provisions shall create, or be construed to create, a trust, escrow of any kind, or a fiduciary relationship between Ameren and the Participant, his designated beneficiary(ies), other beneficiaries of the Participant or any other person.

C. Unsecured General Creditor Status: Distributions to the Participant or his designated beneficiary(ies) or any other beneficiary(ies) hereunder shall be made from assets which prior to distribution shall continue, for all purposes, to be a part of the general corporate assets and no person (including Participants) shall have any interest in such assets of Ameren, including without limitation the proceeds of life or other insurance policies, by virtue of the provisions of the Plan. To the extent that any person, including the Participant, acquires a right to receive distributions under the provisions hereof, such right shall be no greater than the right of any unsecured general creditor of Ameren and the obligation to pay constitutes a mere promise of Ameren to make payments in the future.

D. Recovery of Costs: In the event that the Company purchases an insurance policy or policies insuring the life of a Participant or any other property to allow Ameren to recover the costs of providing deferred compensation in whole or in part, hereunder, neither the Participant, his beneficiary(ies) nor any other person or persons shall have any rights therein whatsoever. Ameren shall be the sole owners and beneficiaries of any such insurance policy and shall possess and may exercise all incidents of ownership therein.

E. Protective Provisions: A Participant shall cooperate with the Company by providing all information requested including a medical history. In connection therewith, the Company reserves the right to require that the Participant submit to a physical examination if such examination is deemed to be necessary or appropriate. The costs of all such physical examinations will be paid by the Company. If the Participant refuses to cooperate with the Company, the Company shall have no further obligation to the Participant under the provisions of the Plan. If the Participant makes any material misstatement of information or non-disclosure of medical history, then no benefits shall be payable to the Participant or his beneficiary(ies) over and above actual Salary deferrals.

F. No Contract of Employment: Nothing contained herein shall be construed to be a contract of employment for any term of years, nor a conferring upon the Participant the right to continue to be employed in his present capacity, or in any capacity. It is expressly understood that the Plan relates to the payment of deferred compensation for the Participant's services normally distributable after termination of his employment, and the Plan is not in any way intended to be an employment contract.

G. Spendthrift Provisions: Neither the Participant, his beneficiary(ies), nor any other person or persons shall have any power or right to sell, alienate, attach, garnish, transfer, assign, anticipate, pledge or otherwise encumber any part or all of a Deferral Account maintained or distributable hereunder. No amounts hereunder shall be subject to seizure by any creditor of the Participant or a beneficiary, beneficiary(ies) or any other person or persons by a proceeding at law or in equity, nor shall such amounts be transferable by operation of law in the event of divorce, legal separation, bankruptcy, insolvency or death of the Participant, his beneficiary(ies), or any other person or persons. Any such attempted assignment or transfer shall be null and void.

H. Withholding Taxes: To the extent required by the law in effect at the time that deferrals are made hereunder, the Company shall withhold from non-deferred compensation the payroll taxes required to be withheld by the federal or any state or local government.

I. Suspension, Termination and Amendment: The Board of Directors of Ameren Corporation shall have the power to suspend or terminate the Plan in whole or in part at any time, and from time-to-time to extend, modify, amend or revise the Plan in such respects as the Board of Directors by resolution may deem advisable, provided that no such extension, modification, amendment or revision shall deprive a Participant, or any beneficiary(ies) thereof, of any part or all of the Participant's Deferral Account.

J. Conflicts: Any conflict in the language or terms or interpretation of the language or terms of the Plan between this Plan document and any other document which purports to describe the rights, benefits, duties or obligations of any Participant, Ameren or any other person or entity shall be resolved in favor of this Plan document.

K. Validity: In the event any provision of the Plan is held invalid, void, or unenforceable, the same shall not affect, in any respect whatsoever, the validity of any other provision of the Plan.

L. Captions: The captions of the articles and sections of the Plan are for convenience only and shall not control nor affect the meaning or construction of any of its provisions.

M. Gender and Plurals: Wherever used in the Plan, words in the masculine gender shall include masculine or feminine gender, and, unless the context otherwise requires, words in the singular shall include the plural, and words in the plural shall include the singular.

N. Notice: Any election, beneficiary designation, notice, consent or demand required or permitted to be given under the provisions of the Plan shall be in writing and shall be signed by the Participant. If such election, beneficiary designation, notice, consent or demand is mailed by a Participant, it shall be sent by United States Certified Mail, postage prepaid, and addressed to the Vice President, Human Resources, Ameren Services Company, P. O. Box 66149, St. Louis, Missouri 63166-6149. The date of such mailing shall be deemed to be the date of such notice, consent or demand.

O. Governing Law: The Plan, and the rights of the parties hereunder, shall be governed by and construed in accordance with the laws of the State of Missouri.

P. Disputes: Time shall be of the essence in determining whether any payments are due to the Participant or his beneficiary(ies) under the Plan. Therefore, a Participant or beneficiary(ies) may submit any claim for payment under the Plan or dispute regarding the interpretation of the Plan to arbitration. This right to select arbitration shall be solely that of the Participant or his beneficiary(ies), and the Participant or beneficiary(ies) may decide whether or not to arbitrate in his sole discretion. The "right to select arbitration" is not mandatory on the Participant or beneficiary(ies), and the Participant or beneficiary(ies) may choose in lieu thereof to bring an action in an appropriate civil court. Once an arbitration has commenced, however, it may not be discontinued without the mutual consent of the Participant or beneficiary(ies), and the Company. During the lifetime of the Participant only the Participant can use the arbitration procedure set forth herein.

Any claim for arbitration may be submitted as follows: if the Participant or his beneficiary(ies) disagrees with the Company regarding the interpretation of the Plan and the claim is finally denied by the Company in whole or in part, such claim may be filed in writing with an arbitrator of the Participant's or beneficiary(ies)'s choice who is selected by the method described in the following paragraph.

The Participant or his beneficiary(ies) shall submit a list of five potential arbitrators. Each of the five arbitrators so listed must be either (1) a member of the American Arbitration Association who is also a resident of the State of Missouri or
(2) a retired Missouri Circuit Court or Court of Appeals Court judge. Within one week after receipt of said list, the Company shall select one of the five arbitrators as the arbitrator for the dispute in question and notify said arbitrator of his selection. If the Company fails to select and notify an arbitrator in a timely manner, the Participant or beneficiary(ies) shall then designate one of the five arbitrators as the arbitrator for the dispute in question.

The arbitration hearing shall be held within seven days (or as soon thereafter as possible) after the selection of the arbitrator. No continuance of said hearing

shall be allowed without the mutual consent of the Participant or his beneficiary(ies) and the Company. Absence from or nonparticipation at the hearing by either the Participant, or beneficiary(ies), or the Company shall not prevent the issuance of an award by the arbitrator. Hearing procedures which will expedite the hearing may be ordered at the arbitrator's discretion, and the arbitrator may close the hearing in his sole discretion when he decides he has heard sufficient evidence to justify the issuance of an award.

The arbitration award may be enforced in any appropriate court as soon as possible after its issuance. For the purposes of apportioning expenses and fees, the Company will be considered to be the prevailing party in a dispute if the arbitrator determines (1) that Ameren has not breached its obligations or duties under the provisions of the Plan and (2) the claim of the Participant or beneficiary(ies) was not made in good faith. Otherwise, the Participant or beneficiary(ies) will be considered to be the prevailing party. In the event that Ameren is the prevailing party, the fee of the arbitrator and all necessary expenses of the hearing (excluding any attorneys' fees incurred by the Company) including the fees of stenographic reporting, if employed, shall be paid by the Participant or beneficiary(ies). In the event that the Participant or beneficiary(ies) is the prevailing party, the fee of the arbitrator and all necessary expenses of the hearing (including all attorneys' fees incurred by the Participant or beneficiary(ies) in pursuing his claim), including the fees of stenographic reporting, if employed, shall be paid by the Company.

EXHIBIT 10.4

AMEREN CORPORATION
DEFERRED COMPENSATION PLAN FOR MEMBERS
OF THE BOARD OF DIRECTORS

1. PURPOSE

The purpose of the Ameren Corporation Deferred Compensation Plan for Members of the Board of Directors ("Plan") is to provide members of the Boards of Directors of Ameren Corporation and its subsidiaries ("Ameren") with the opportunity to accumulate capital and postpone the income taxes thereon of up to 100 percent of their Director's Retainer. Participation in the Plan is voluntary. The Plan is administered by a committee of officers ("Committee") of Ameren Services Company ("the Company") who have been appointed by the Chief Executive Officer of Ameren.

2. DEFINITIONS

Certain words and phrases are defined when first used in later paragraphs of the Plan. In addition, the following words and phrases when used herein, unless the context clearly requires otherwise, shall have the following respective meanings:

Boards of Directors:

A. Deferral Account: Book entries reflecting each Participant's Deferred Amounts and Interest credited thereon pursuant to the provisions of Section 7. A separate Deferral Account shall be maintained for each Deferral Commitment commenced hereunder.

B. Deferral Commitment: The sum of the Director's Retainer Fee and/or Meeting Stipend deferrals to which the Participant obligates himself pursuant to the provisions of Section 4.

C. Deferred Amount: The amount of Director's Retainer Fees and Meeting Stipends which a Participant elects to defer pursuant to the provisions of the Plan.

D. Director's Retainer Fee: The monthly fee paid to a Participant in his capacity as a member of the Board of Directors of Ameren, exclusive of any other amounts paid by Ameren.

E. Meeting Stipend: The amount paid to the Director for attending Board meetings.

Deferred Compensation Plan (Continued)

F. Effective Date: January 1, 1999.

G. Interest: The amount of interest which a Participant shall be deemed to earn on his Deferred Amounts and which shall be credited to his Deferral Account as determined pursuant to
Section 8.

H. Participant: Any member of the Board of Directors of Ameren who elects or has elected to defer a portion of his Director's Retainer Fee and/or Director's Meeting Stipend pursuant to the provisions of the Plan, and for whom the Company maintains one or more Deferral Accounts pursuant to the provisions of the Plan.

I. Plan: The Ameren Corporation Deferred Compensation Plan for Members of the Board of Directors, as revised and restated.

J. Plan Year: The 12-month period commencing January 1 and ending on December 31.

K. Retirement Age: Normal Retirement Age under the provisions of the Plan shall be 72 years of age. However, retirement shall be permitted under the provisions of the Plan as early as 55 years of age.

L. Salary: The annual base pay of a Participant, exclusive of any income from commissions, benefits, allowances, and/or other incentive plans paid by Ameren.

3. ELIGIBILITY

Members of the Boards of Directors of Ameren who are receiving a Director's Retainer Fee shall be eligible to participate in the Plan. Any individual who is eligible to participate in the Plan may become a Participant by commencing a Deferral Commitment.

4. COMMENCING A DEFERRAL COMMITMENT

A Participant may commence a Deferral Commitment by making an election to defer a percentage of his Retainer Fee and/or his Meeting Stipend in the manner set forth in Section 6. A Participant may defer a percentage of his Director's Retainer Fee up to a maximum of 100 percent; however, the annual dollar value of the percentage of the Director's Retainer Fee deferred by the Participant must be at least $3,500. Except as described below with respect to accelerating a Deferral Commitment, during the term of a Deferral Commitment the deferral percentage elected by the Participant shall not be increased or decreased.

The term of a Deferral Commitment Plan shall consist of separate and non-overlapping four-year segments, each made up of four consecutive calendar years, with all Deferral Commitments commenced on any January 1 therein terminating on the last day of such

Deferred Compensation Plan (Continued)

four-year segment for all purposes hereunder. The Committee may, in its absolute and sole discretion, authorize a term of less than four years.

In the event that a Participant who has commenced a Deferral Commitment during a four-year segment retires prior to the last day of such four-year segment, the amount of such Deferral Commitment shall be adjusted to reflect the Participant's actual deferrals to date such that the Deferral Commitment shall be deemed to be complete as of the date of retirement for all purposes pursuant to the provisions of the Plan.

In the event a Participant who has elected to defer less than 100 percent of his Director's Retainer Fee has fewer years remaining before his retirement than remain in the current four-year segment, described above, the Committee, at the request of the Participant and in its sole and absolute discretion, may agree at any time prior to completion of a Deferral Commitment to permit the Participant to increase his deferral percentage (up to a maximum of 100 percent) so that the Participant may accelerate as much of his original Deferral Commitment as possible into the period remaining before retirement.

The Participant's Deferred Amounts shall be credited to his Deferral Account by no later than the end of the month in which such amounts would, but for such deferral, be payable to the Participant.

5. MULTIPLE DEFERRAL COMMITMENTS DURING A FOUR-YEAR SEGMENT

In the event that a Participant has, pursuant to the provisions of this
Section and Section 4, commenced one or more Deferral Commitments during a four-year segment wherein the Deferral Commitments are for less than the maximum deferral percentage of his Director's Retainer Fee, the Participant may commence another Deferral Commitment effective on any subsequent January 1 prior to the end of the then current four-year segment by electing to defer an additional percentage of his Director's Retainer Fee, provided that each additional Deferral Commitment independently satisfies the requirements of Section 4.

6. TERMS OF DEFERRAL ELECTION

A written deferral election shall indicate: (a) the percentage amount of the Director's Retainer Fee which the Participant is electing to defer under the Plan; (b) whether the Participant wishes to defer his Director's Meeting Stipend; and (c) the method of distribution of such amounts. The Participant may defer either the Director's Retainer Fee or Meeting Stipend, or defer both. Such election form shall be filed by the Participant with the Committee by no later than the last date specified for such filing. Such election shall be effective on the first day of the next Plan Year.

Deferred Compensation Plan (Continued)

7. PARTICIPANT DEFERRAL ACCOUNT

There shall be established a Deferral Account in the name of each Participant who elects to defer his Director's Retainer Fee and/or Director's Meeting Stipend by commencing a Deferral Commitment under the provisions of the Plan. A separate Deferral Account will be maintained for each Deferral Commitment commenced by each Participant. The Deferral Account shall reflect the value of the Participant's Deferred Amounts plus Interest credited thereon with respect to the specific Deferral Commitment. The records for each Deferral Account maintained by the Company for the Participant shall be available for inspection by the Participant at reasonable times, and the Company shall furnish the Participant on or before the first day of March of each year (and at such other times as the Company may choose) a statement indicating the aggregate amount credited to each of the Participant's Deferral Accounts through the last day of the preceding Plan Year (or such other date as the Company may choose) and the value of each such Deferral Account on such date.

8. INTEREST ON DEFERRED AMOUNTS

Interest calculated at the rate or rates, as hereinafter described, shall accrue from the date deferrals are credited to the Participant's Deferral Account and shall be compounded annually and credited to the Participant's Deferral Account as of the last business day of each Plan Year for which the Participant has a Deferral Account balance. While the Participant is employed by Ameren (except where the Participant has attained 65 years of age) the Participant's Deferral Account balance shall earn Interest at the "Plan Interest Rate." After retirement (and when the Participant remains employed by Ameren after having attained 65 years of age) or following the death of the Participant, the Participant's Deferral Account balance shall earn interest at the "Base Interest Rate."

Interest rates are calculated annually as of the first day of the Plan Year. The "Plan Interest Rate" for any Plan Year shall be 150 percent of the average Moody's Seasoned AAA Corporate Bond Yield Index (Moody's Index) for the previous calendar year. (For a Deferral Commitment commenced on August 1, 1986, consult the plan documents then in effect.)

The "Base Interest Rate" for any Plan Year shall be equal to the average Moody's Index for the previous calendar year.

9. DISTRIBUTION AT RETIREMENT

The balance of each of a Participant's Deferral Accounts shall be distributed to the Participant, each according to the pay-out method selected by the Participant, beginning no later than the first day of the first month following the month in which the Participant retires from the Board of Directors. In the event the balances of one or more of the Participant's Deferral Accounts are to be distributed as a single lump sum, such

Deferred Compensation Plan (Continued)

distribution shall take place no later than the first day of the first month following the month in which the Participant retires.

At the time that a Participant makes an election to defer his Director's Retainer and/or Director's Meeting Fees under the Plan, the Participant shall select a method for the distribution of the balance of that Deferral Account at retirement by choosing one of the following alternative methods of distribution:

1. The balance of the Participant's Deferral Account to be distributed in a single lump sum.

2. The balance of the Participant's Deferral Account to be distributed in substantially equal installments over a period of 5 years commencing at retirement.

3. The balance of the Participant's Deferral Account to be distributed in substantially equal installments over a period of 10 years commencing at retirement.

4. The balance of the Participant's Deferral Account to be distributed in substantially equal installments over a period of 15 years commencing at retirement.

(Methods 2 through 4 shall be payable either in monthly or annual installments as elected by the Participant or his beneficiary.)

With respect to Deferral Commitments commenced prior to January 1, 1991, a Participant may choose to have the balance of said Deferral Account(s) distributed in substantially equal installments over the period commencing at such Participant's retirement and continuing until the Participant attains 80 years of age.

Except as described in the preceding sentence, a Participant's selection of a method of distribution may be changed by the Participant as frequently as he chooses up to one year prior to the date when distributions from the Participant's Deferral Account are to commence. A change in the method of distribution must be made on a form provided by the Company which must be filed by the Participant with the Company.

10. REVOCATION OF DEFERRAL ELECTION

A Participant may revoke his election to defer his Director's Fee and/or Stipend at any time prior to or after completing a Deferral Commitment. Such revocation must be made in writing and filed with the Company. When the Participant revokes his deferral election, all amounts deferred pursuant to that Deferral Commitment will be distributed to the Participant in a single sum no later than 30 days after the date the notice of revocation is filed. All Interest credited to the Participant's corresponding Deferral Account will be

Deferred Compensation Plan (Continued)

forfeited, and the Participant will not be permitted to commence another Deferral Commitment any sooner than one year after the next January 1.

11. RESIGNATION PRIOR TO COMPLETION OF DEFERRAL COMMITMENT

If a Participant resigns from the Board of Directors prior to completing a Deferral Commitment, such Deferral Commitment shall be adjusted to reflect the Participant's actual deferrals to date such that the Deferral Commitment shall be deemed to be complete as of the date of resignation. The balance of the Participant's corresponding Deferral Account shall be distributed in a single sum no later than 30 days after the Participant's resignation, except that such balance shall be reduced prior to distribution in order to reflect that all interest earned on the Participant's Deferral Account shall have been computed with the Base Interest Rate only. Interest representing the increment over the Base Interest Rate which would have otherwise have been payable at or after retirement shall be forfeited.

12. RESIGNATION PRIOR TO BECOMING ELIGIBLE FOR RETIREMENT

A. General:

Except as described in Paragraph B below, in the event that a Participant resigns from the Board of Directors after completing one or more Deferral Commitments but prior to becoming eligible for retirement, the balance of the Participant's corresponding Deferral Account(s) shall be distributed in a single sum to the Participant no later than 30 days after the date the Participant resigns, except that such balance(s) shall be reduced prior to distribution in order to reflect that all Interest earned on the Participant's Deferral Account(s) shall have been computed using the Base Interest Rate only. Interest representing the increment over the Base Interest Rate which would otherwise have been payable at or after retirement shall be forfeited.

B. Change of Control:

In the event that a Participant resigns from the Board of Directors after completing one or more Deferral Commitments but prior to becoming eligible for retirement and after the occurrence of a Change of Control, the balance of the Participant's Deferral Account(s), including Interest calculated at the Plan Interest Rate, shall be distributed in a single sum to the Participant no later than 30 days after the date the Participant resigns. For the purposes of this Paragraph, Change of Control shall mean:

1. The purchase or other acquisition, within the meaning of Section 13(d) of the Securities Exchange Act of 1934, in one or a series of transactions by a person or a group of persons acting in concert, of beneficial ownership in

Deferred Compensation Plan (Continued)

more than 25% of the then outstanding voting stock of
Ameren Corporation;

2. the receipt of proxies for the election of directors of Ameren Corporation in opposition to the Board's slate of nominees which proxies aggregate more than 40% of the then outstanding voting stock of the Ameren Corporation; or

3. the sale or issuance of such number of shares of voting stock of Ameren Corporation for consideration other than cash in any transaction or series of related transactions which constitute more than 25% of the outstanding voting power of Ameren Corporation after giving effect to such issuance or sale.

13. TOTAL DISABILITY OF PARTICIPANT

In the event that it is determined by a duly licensed physician selected by the Company that, because of ill health, accident or other disability, a Participant is no longer able, properly and satisfactorily, to perform his regular duties and responsibilities as a member of the Board of Directors, the Company shall commence distribution of the Participant's Deferral Account(s) according to the method(s) of distribution selected by the Participant pursuant to
Section 9 no later than the tenth day of the first month following the date of the physician's disability determination.

14. DEATH OF PARTICIPANT

A. Prior to Retirement:

1. In the event of the Participant's death prior to his retirement, the Participant's Deferral Account(s) to the Participant's designated beneficiary(ies) should be distributed according to the method(s) selected by the Participant pursuant to Section 9 no later than the tenth day of the first month following the date of the Participant's death, except that if the Participant had selected method 1 (or the additional method of distribution for Deferral Commitments commenced prior to October 12, 1990) under Section 9, distribution shall be made as if he had selected method 4.

2. In addition, for Deferral Commitments commenced prior to January 1, 1995, the following survivor benefits will be payable:

The beneficiary(ies) designated by the Participant shall receive from the Company an annual benefit for a period of 10 years, payable in either monthly or annual installments as elected by the beneficiary(ies), equal to one-half of each of the Participant's Deferral Commitments made prior to January 1, 1995 (based on the dollar value of each Deferral Commitment

Deferred Compensation Plan (Continued)

on the date such Deferral Commitment was commenced), except that the benefit payable hereunder shall be calculated by using no more than the first 10 percent of Salary deferred by such Participant. In the event the Participant has designated more than one beneficiary, this additional annual benefit shall be divided among such beneficiaries in the same percentages used to divide and distribute the Participant's Deferral Account(s). (The beneficiary(ies) of a Participant who is receiving or who has received distributions pursuant to either
Section 13 or Section 15 is eligible for the benefit described in this paragraph.)

B. After Retirement:

1. In the event of the Participant's death after retirement, the Company shall continue to make distributions over the remainder of the period(s) that would have been applicable to the Participant had he survived except that such continuing distributions shall be made to the Participant's designated beneficiary(ies).

2. In addition, for Deferral Commitments commenced prior to January 1, 1995, the following survivor benefits will be payable:

If the Participant's death occurs within 15 years after retirement from the Board of Directors, the Participant's surviving spouse (if any) shall receive an annual benefit for life, payable in either monthly or annual installments, as elected by the surviving spouse, equal to one-half of the annual amount the Participant would have received from each of his Deferral Accounts, based on each of the Participant's Deferral Commitments commenced prior to January 1, 1995, except that the benefit payable hereunder shall be calculated by using no more than the first 10 percent of Salary deferred by such Participant, and assuming he had selected distribution method 4 pursuant to Section 9. (For the purposes of the benefit described in the preceding sentence, the Interest rate which shall be used to calculate the amount of the annual benefit shall be the Base Interest Rate in effect for the year immediately preceding the year of the Participant's death.)

15. HARDSHIP DISTRIBUTION

In the event that a Participant (or in the case of the Participant's death, his beneficiary) suffers a Financial Hardship, the Committee may, if it deems advisable in its sole and absolute discretion, distribute on behalf of the Participant, or his/her beneficiary, any portion of the Participant's Deferral Account(s), but in no event more than the amount necessary, to meet the Financial Hardship. Any such hardship distribution shall be made at such times as the Committee shall determine, and the Participant's Deferral Account(s)

Deferred Compensation Plan (Continued)

shall be reduced by the amount so distributed and/or utilized. Financial Hardship shall mean an unanticipated emergency (as defined by the Internal Revenue Service) caused by an event beyond the control of the Participant or beneficiary which would result in severe financial hardship if early withdrawal were not permitted.

16. WITHDRAWAL PRIOR TO RETIREMENT

As of the date which represents the sixth anniversary of the date on which a Participant commenced a Deferral Commitment (provided such Deferral Commitment was commenced prior to January 1, 1991) and on any date thereafter, the Participant may submit a request to withdraw the balance of his corresponding Deferral Account. A request hereunder must be submitted in writing to the Company's Vice President, Human Resources, and it must state the Participant's reason for requesting the withdrawal. The request must be submitted at least one year prior to the date on which the requested withdrawal is to occur. The request may be granted or denied by the Committee in its sole and absolute discretion. In the event that such request is granted, the balance of such Participant's corresponding Deferral Account shall be reduced prior to distribution in order to reflect that all Interest earned thereon shall have been computed using the Base Interest Rate only. Interest representing the increment over the Base Interest Rate which would otherwise have been payable with respect to such Deferral Account at or after retirement shall be forfeited, and the Participant will not be permitted to commence another Deferral Commitment any sooner than one year after the next January 1. Withdrawals which are granted hereunder shall be made in a single lump sum.

17. DESIGNATION OF BENEFICIARY

The Participant shall designate in writing, on a form to be furnished by the Company, one or more primary and/or secondary beneficiaries who shall receive distributions otherwise payable to the Participant or as otherwise authorized by the Plan, and such beneficiary designation shall be controlling with respect to all Deferral Accounts such Participant may have pursuant to the provisions of the Plan. The Participant's spouse, if any, must consent in writing to the designation of a primary beneficiary(ies) other than such spouse as the sole primary beneficiary. Subject to the requirement of the preceding sentence, the Participant shall have the right, at any time and for any reason, to submit a revised designation of beneficiary. Such revised designation of beneficiary shall become effective provided it is delivered to the the Company's Vice President, Human Resources, prior to the death of such Participant, and it shall supersede all prior designations of beneficiary submitted by the Participant. A beneficiary may be a natural person or an entity (such as a trust or a charitable organization).

1.       The Participant's surviving spouse.

2.       The beneficiary(ies) named by the Participant in his
         most recent Designation of Beneficiary Form filed
         with the Company pursuant to the terms of the
         Company's Group Life Insurance Plan.

3.       The Participant's surviving children, equally.

4.       The Participant's surviving parents, equally.

5        The Participant's surviving brothers and sisters,
         equally.

6.       The Participant's personal representative(s),
         executor(s) or administrator(s).

18. PAYMENTS TO MINORS OR INCOMPETENTS

Whenever, in the Committee's opinion, a person entitled to receive any payment under the Plan is a minor, is under a legal or other disability or is so incapacitated as to be unable to manage his/her financial affairs, a distribution may be made to such person or to his legal representative or to a relative or friend of such person for his/her benefit, or for the benefit of such person in whatever manner the Committee considers advisable. Any payment of a benefit in accordance with the provisions of this Section shall be a complete discharge of any liability for the making of such payment under the provisions of the Plan.

19. ADMINISTRATION

Except as specified otherwise in the Plan, the Committee shall have full power and discretion to administer, construe and interpret the Plan. Any authorized action or decision under the provisions of the Plan undertaken by the Committee arising out of, or in connection with the administration, construction, interpretation or effect of the Plan, or recommendations in accordance therewith, or any rules and regulations adopted by the Committee shall be conclusive and binding on all Participants and their beneficiaries and all other persons whosoever.

Deferred Compensation Plan (Continued)

20. MISCELLANEOUS

A. Right of Setoff: If, at such time as the Participant becomes entitled to distributions hereunder, the Participant has any debt, obligation or other liability representing an amount owing to Ameren, and if such debt, obligation, or other liability is due and owing at the time that distributions are payable hereunder, Ameren Services may offset the amount owing it against the amount otherwise distributable hereunder.

B. No Trust Created: The arrangements hereunder are unfunded for tax purposes and for the purposes of ERISA, Title 1. Nothing contained in the Plan, and no action taken pursuant to its provisions shall create, or be construed to create, a trust, escrow of any kind, or a fiduciary relationship between Ameren and the Participant, his designated beneficiary(ies), other beneficiaries of the Participant or any other person.

C. Unsecured General Creditor Status: Distributions to the Participant or his designated beneficiary(ies) or any other beneficiary(ies) hereunder shall be made from assets which prior to distribution shall continue, for all purposes, to be a part of the general corporate assets and no person (including Participants) shall have any interest in such assets, including without limitation the proceeds of life or other insurance policies, by virtue of the provisions of the Plan. To the extent that any person, including the Participant, acquires a right to receive distributions under the provisions hereof, such right shall be no greater than the right of any unsecured general creditor of Ameren and the obligation to pay constitutes a mere promise of Ameren to make payments in the future.

D. Recovery of Costs: In the event that, in its discretion, the Company purchases an insurance policy or policies insuring the life of a Participant or any other property to allow Ameren to recover the costs of providing deferred compensation in whole or in part, hereunder, neither the Participant, his/her beneficiary(ies) nor any other person or persons shall have any rights therein whatsoever. Ameren shall be the sole owner and beneficiary of any such insurance policy and shall possess and may exercise all incidents of ownership therein.

E. Protective Provisions: A Participant shall cooperate with the Company by providing all information requested including a medical history. In connection therewith, the Company reserves the right to require that the Participant submit to a physical examination if such examination is deemed to be necessary or appropriate. The costs of all such physical examinations will be paid by the Company. If the Participant refuses to cooperate with the Company, the Company shall have no further obligation to the Participant under the provisions of the Plan. If the Participant makes any material misstatement of information or non-disclosure of medical history, then no benefits shall be payable to the Participant or beneficiary(ies) over and above actual deferrals.

Deferred Compensation Plan (Continued)

F. No Contract of Services: Nothing contained herein shall be construed to confer upon the Participant the right to continue to serve on the Board of Directors of Ameren in his present capacity, or in any capacity for any term of years. It is expressly understood that the Plan relates to the payment of deferred compensation for the Participant's director's services normally distributable after termination of such services, and the Plan is not in any way intended to be an employment contract.

G. Spendthrift Provisions: Neither the Participant, his beneficiary(ies), nor any other person or persons shall have any power or right to sell, alienate, attach, garnish, transfer, assign, anticipate, pledge or otherwise encumber any part or all of a Deferral Account maintained or distributable hereunder. No amounts hereunder shall be subject to seizure by any creditor of the Participant or a beneficiary, beneficiary(ies) or any other person or persons by a proceeding at law or in equity, nor shall such amounts be transferable by operation of law in the event of divorce, legal separation, bankruptcy, insolvency or death of the Participant, his beneficiary(ies), or any other person or persons. Any such attempted assignment or transfer shall be null and void.

H. Withholding Taxes: To the extent required by the law in effect at the relevant time, the Company shall withhold payroll taxes and other amounts required by law.

I. Suspension, Termination and Amendment: The Board of Directors of Ameren Corporation shall have the power to suspend or terminate the Plan in whole or in part at any time, and from time-to-time to extend, modify, amend or revise the Plan in such respects as the Board of Directors by resolution may deem advisable, provided that no such extension, modification, amendment or revision shall deprive a Participant, or any beneficiary(ies) thereof, of any part or all of the Participant's Deferral Account. Subject to the foregoing, this Plan document supersedes all previous similar Plan documents.

J. Conflicts: Any conflict in the language or terms or interpretation of the language or terms of the Plan between this Plan document and any other document which purports to describe the rights, benefits, duties or obligations of any Participant, Ameren Services or any other person or entity shall be resolved in favor of this Plan document.

K. Validity: In the event any provision of the Plan is held invalid, void, or unenforceable, the same shall not affect, in any respect whatsoever, the validity of any other provision of the Plan.

Deferred Compensation Plan (Continued)

L. Captions: The captions of the articles and sections of the Plan are for convenience only and shall not control nor affect the meaning or construction of any of its provisions.

M. Gender and Plurals: Wherever used in the Plan, words in the masculine gender shall include masculine or feminine gender, and, unless the context otherwise requires, words in the singular shall include the plural, and words in the plural shall include the singular.

N. Notice: Any election, beneficiary designation, notice, consent or demand required or permitted to be given under the provisions of the Plan shall be in writing and shall be signed by the Participant. If such election, beneficiary designation, notice, consent or demand is mailed by a Participant, it shall be sent by United States Certified Mail, postage prepaid, and addressed to the Chief Executive Officer, Ameren Corporation, P. 0. Box 66149, St. Louis, Missouri 63166-6149. The date of such mailing shall be deemed to be the date of such notice, consent or demand.

0. Governing Law: The Plan, and the rights of the parties hereunder, shall be governed by and construed in accordance with the laws of the State of Missouri.

P. Disputes: Time shall be of the essence in determining whether any payments are due to the Participant or his beneficiary(ies) under the Plan. Therefore, a Participant or beneficiary(ies) may submit any claim for payment under the Plan or dispute regarding the interpretation of the Plan to arbitration. This right to select arbitration shall be solely that of the Participant or his/her beneficiary(ies), and the Participant or beneficiary(ies) may decide whether or not to arbitrate in his/her sole discretion. The "right to select arbitration" is not mandatory on the Participant or beneficiary(ies), and the Participant or beneficiary(ies) may choose in lieu thereof to bring an action in an appropriate civil court. Once an arbitration has commenced, however, it may not be discontinued without the mutual consent of the Participant or beneficiary(ies), and the Company. During the lifetime of the Participant only the Participant can use the arbitration procedure set forth herein.

Any claim for arbitration may be submitted as follows: if the Participant or his/her beneficiary(ies) disagrees with the Company regarding the interpretation of the Plan and the claim is finally denied by the Company in whole or in part, such claim may be filed in writing with an arbitrator of the Participant's or beneficiary(ies)'s choice who is selected by the method described in the following paragraph.

The Participant or his/her beneficiary(ies) shall submit a list of five potential arbitrators. Each of the five arbitrators so listed must be either (1) a member of the American Arbitration Association who is also a resident of the State of Missouri or (2) a retired Missouri Circuit Court or Court of Appeals Court judge.

Deferred Compensation Plan (Continued)

Within one week after receipt of said list, the Company shall select one of the five arbitrators as the arbitrator for the dispute in question and notify said arbitrator of his selection. If the Company falls to select and notify an arbitrator in a timely manner, the Participant or beneficiary(ies) shall then designate one of the five arbitrators as the arbitrator for the dispute in question.

The arbitration hearing shall be held within seven days (or as soon thereafter as possible) after the selection of the arbitrator. No continuance of said hearing shall be allowed without the mutual consent of the Participant or his beneficiary(ies) and the Company. Absence from or nonparticipation at the hearing by either the Participant, or beneficiary(ies), or the Company shall not prevent the issuance of an award by the arbitrator. Hearing procedures which will expedite the hearing may be ordered at the arbitrator's discretion, and the arbitrator may close the hearing in his sole discretion when he decides he has heard sufficient evidence to justify the issuance of an award.

The arbitration award may be enforced in any appropriate court as soon as possible after its issuance. For the purposes of apportioning expenses and fees, the Company will be considered to be the prevailing party in a dispute if the arbitrator determines (1) that Ameren has not breached its obligations or duties under the provisions of the Plan and (2) the claim of the Participant or beneficiary(ies) was not made in good faith. Otherwise, the Participant or beneficiary(ies) will be considered to be the prevailing party. In the event that Ameren is the prevailing party, the fee of the arbitrator and all necessary expenses of the hearing (excluding any attorneys' fees incurred by the Company) including the fees of stenographic reporting, if employed, shall be paid by the Participant or beneficiary(ies). In the event that the Participant or beneficiary(ies) is the prevailing party, the fee of the arbitrator and all necessary expenses of the hearing (including all attorneys' fees incurred by the Participant or beneficiary(ies) in pursuing his claim), including the fees of stenographic reporting, if employed, shall be paid by the Company.