Exhibit
10.1
AMEREN
DEFERRED COMPENSATION PLAN
AS
AMENDED AND RESTATED
EFFECTIVE
JANUARY 1, 2010
WHEREAS, Ameren Corporation amended and
restated the Ameren Corporation Deferred Compensation Plan (“Plan”) effective
January 1, 2008;
WHEREAS, Ameren Corporation reserved
the right to amend the Plan; and
WHEREAS, effective January 1, 2010,
Ameren Corporation desires to amend the Plan to change the interest crediting
rates for deferrals made with respect to Plan Years (as defined herein)
commencing on and after January 1, 2010 and to add a 401(k) Restoration Benefit
(as defined herein);
NOW, THEREFORE, effective January 1,
2010, the Plan is amended and restated as follows:
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AMEREN
DEFERRED COMPENSATION PLAN
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As
Amended and Restated Effective January 1, 2010
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1.
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PURPOSE AND
AMENDMENT
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The
purpose of the Ameren Deferred Compensation Plan (“Plan”) is to provide
eligible participants with the opportunity to defer up to 50 percent of
Salary and some or all of the Incentive Awards awarded pursuant to the
Ameren Corporation Executive Incentive Compensation Program and to provide
a 401(k) Restoration Benefit. 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 compensation deferral
program. The Plan is administered by Ameren Services Company
(“Company”).
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2.
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DEFINITIONS
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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:
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A.
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Ameren
: As
used herein shall mean Ameren Corporation and its
subsidiaries.
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B.
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Board
: The
Board of Directors of Ameren
Corporation.
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C.
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Code
: The
Internal Revenue Code of 1986, as
amended.
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D.
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Company
: As
used herein shall mean Ameren Services Company, as agent for Ameren and as
administrator of the Plan.
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E.
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Deferral
Account
: Book entries reflecting each Participant’s
Deferred Amount, Matching Credits and Interest credited or debited, as
applicable, thereon pursuant to the provisions of
Section 6. A separate Deferral Account shall be maintained
for each Deferral Commitment commenced
hereunder.
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F.
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Deferral
Commitment
: The sum of the Salary and Incentive Award
deferrals to which the Participant obligates himself pursuant to the
provisions of Section 4.
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G.
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Deferred
Amount
: The amount of Salary and Incentive Award which a
Participant elects to defer pursuant to the provisions of the
Plan.
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H.
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Effective
Date
: January 1, 2010, as restated and amended from time
to time.
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I.
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401(k) Restoration
Benefit
: The 401(k) Restoration Deferrals described in
Section 4.A, together with the Matching Credits described in Section
7.C.
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J.
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401(k) Restoration
Deferrals
: The 401(k) Restoration Deferrals described in
Section 4.A.
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K.
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Incentive
Award
: The portion of an incentive award awarded to an
officer, executive or other employee of Ameren pursuant to the provisions
of the Ameren Executive Incentive Compensation Program which is deferred
pursuant to the provisions of the
Plan.
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L.
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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 7 and the hypothetical earnings or losses
on his 401(k) Restoration Benefit which shall be credited or debited to
his Deferral Account as determined pursuant to Section
7.
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M.
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Matching
Credits
: The Matching Credits described in Section
7.C.
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N.
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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 and/or Incentive
Awards pursuant to the provisions of the
Plan.
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For
purposes of Sections 8 and 9, a Participant who transfers employment to
any subsidiary of Ameren Corporation or other entity in which Ameren
Corporation has a 20 percent 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 entity. However, deferral
elections made by such individual with respect to Salary earned in the
year of the transfer and deferral elections made prior to the date of
transfer with respect to Incentive Awards shall remain in effect after the
transfer.
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O.
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Performance-Based
Compensation
: An Incentive Award that (a) is based on
services performed over a period of at least 12 months and (b) constitutes
performance-based compensation as defined in Treasury Regulations issued
under Code Section 409A.
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P.
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Plan
: The
Ameren Deferred Compensation Plan, as amended and
restated.
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Q.
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Plan
Year
: The 12-month period commencing January 1 and
ending on December 31.
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R.
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Retirement
: Termination
of employment after attainment of at least age
55.
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S.
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Salary
: The
annual base pay of a Participant, exclusive of any income from
commissions, benefits, allowances, and/or other incentive plans paid by
Ameren.
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T.
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Specified
Employee
: A key employee (as defined in Code Section
416(i) without regard to Code Section 416(i)(5)) determined in accordance
with the meaning of such term under Code Section 409A and the regulations
promulgated thereunder and the resolutions of the Board of Directors of
Ameren Corporation governing such
determination.
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3.
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ELIGIBILITY
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Any
employee of Ameren who is designated and treated by Ameren as a member of
the Ameren Leadership Team shall be eligible to participate in the Plan,
unless the Administrative Committee of Ameren Corporation designates such
person as ineligible for the Plan, and except as otherwise provided in the
Amendment to the Plan dated June 13, 2008. Any individual
who is eligible to participate in the Plan may become a Participant by
commencing a Deferral Commitment. The 401(k) Restoration
Benefit shall only be available to eligible officers of Ameren whose total
Salary and Incentive Awards for a Plan Year exceeds the limit on
compensation in effect under Code
Section 401(a)(17).
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4.
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COMMENCING A DEFERRAL
COMMITMENT
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A.
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Maximum
Deferrals
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A
Participant may commence a Deferral Commitment by making an election to
defer a percentage of Salary, in 1 percent increments, up to a maximum of
50 percent. 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 taxable wage base). Upon application to the
Company by a Participant, the Company may, in its discretion, permit a
Participant to defer Salary in excess of 50 percent or waive the FICA
taxable wage base limitation. A Participant may defer receiving
some or all of an Incentive Award granted to such Participant, as
described above, by electing to defer receiving either a percentage of an
Incentive Award otherwise payable to him or by electing to defer all of an
Incentive Award greater than a set dollar
amount.
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A
Participant who is an officer of Ameren may also make a Deferral
Commitment to defer a percentage of Salary and/or Incentive Awards in
excess of the limit on compensation in effect under Code
Section 401(a)(17) for the Plan Year to which such Deferral
Commitment relates, in 1 percent increments, up to a maximum of
6 percent of total Salary and Incentive Awards. These
deferrals shall be referred to in the Plan as 401(k) Restoration
Deferrals.
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B.
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Irrevocability of
Deferral Commitment
:
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During
a Plan Year, a Deferral Commitment shall be irrevocable, and the deferral
percentage or amount elected by the Participant thereunder shall not be
increased or decreased.
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C.
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Term of Deferral
Commitment
:
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The
term of a normal Deferral Commitment shall be the Plan
Year.
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D.
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Crediting of Deferred
Amounts
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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.
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5.
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TERMS OF DEFERRAL
ELECTION
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A
Participant’s written election to defer Salary and/or Incentive Award for
a Plan Year shall indicate the percentage or amount of Salary and/or
Incentive Award which the Participant is electing to defer under the Plan
and the method of distribution of such amounts, as permitted under Section
8. Such election shall be made in accordance with procedures
established by the Company by no later than the last date specified for
such election, which shall not be later than (a) in the case of an
election to defer Salary or an Incentive Award that is not
Performance-Based Compensation, the December 31 preceding the first day of
the Plan Year for which the Salary or Incentive Award is earned or (b) in
the case of an election to defer an Incentive Award which is
Performance-Based Compensation, a date (as determined by the Company) no
later than the date that is six months before the end of the performance
period, provided that, (1) the Participant continuously performs services
from the date the performance criteria are established through the date
the Participant makes his or her election and (2) the Incentive Award is
not substantially certain to be paid and is not readily ascertainable as
of such date. An election to make 401(k) Restoration Deferrals
must also be made in accordance with these timing
requirements. Therefore, the Company shall determine and
describe in the deferral election process whether an election to make
401(k) Restoration Deferrals shall be satisfied by deferring Salary and/or
Incentive Awards.
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In
the case of a Participant who first becomes eligible to participate in
this Plan during a Plan Year, an election to defer Salary and/or an
Incentive Award may be made within 30 days after the date the
employee first becomes eligible to participate in the Plan, provided that
the employee has not previously been eligible to participate in any other
nonqualified account balance plan maintained by Ameren (as defined in
Treasury Regulation Section 1.409A-1(c)(2)(i)(A)), with respect to Salary
and Incentive Awards paid for services to be performed subsequent to the
election, which shall be irrevocable during such initial year of
participation. With respect to an Incentive Award, such initial
election shall apply only to the portion of such compensation equal to the
total amount of
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compensation for the
performance period multiplied by the ratio of the number of days remaining in
the performance period after the election over the total number of days in the
performance period. However, an election with respect to an Incentive
Award may apply to the entire Incentive Award, if elected by the Participant,
and/or be made at a later date if otherwise permitted under Section 5(b).
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6.
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PARTICIPANT DEFERRAL
ACCOUNT
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There
shall be established a Deferral Account in the name of each Participant
who elects to defer Salary and/or an Incentive Award 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 with respect to Salary and Incentive Awards related to that
Deferral Commitment and, if applicable, Matching Credits and Interest
credited or debited, as applicable. 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 make available to the
Participant a statement indicating the aggregate amount credited to each
of the Participant’s Deferral Accounts and the value of each such Deferral
Account.
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7.
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INTEREST AND MATCHING
CREDITS ON DEFERRED AMOUNTS
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A.
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With
respect to Deferred Amounts other than 401(k) Restoration Benefits,
Interest calculated at the rate or rates, as hereinafter described, shall
accrue from the date Salary and/or Incentive Awards 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 (or as of such other dates as determined by the Company)
for which the Participant has a Deferral Account balance. While the
Participant is employed by Ameren, the Participant’s Deferral Account
balance shall earn Interest at the “Plan Interest Rate.” After
retirement, termination of employment (in the case of a Specified Employee
subject to a 6-month delay described in Section 9.C) or following the
death of the Participant, the Participant’s Deferral Account balance shall
earn Interest at the “Base Interest
Rate.”
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For
this purpose, Interest is calculated annually as of the first day of the
Plan Year. The “Plan Interest Rate” for any Plan Year
commencing before January 1, 2010 shall be 150 percent of the average
Mergent’s Seasoned AAA Corporate Bond Yield Index (“Mergent’s Index”
formerly called “Moody’s Index”) for the previous calendar
year. The “Plan Interest Rate” for any Plan Year commencing on
and after January 1, 2010 shall be 120 percent of the applicable federal
long-term rate, with annual compounding (as prescribed under section
1274(d) of the Code) (“AFR”) for the December immediately preceding such
Plan Year.
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The
“Base Interest Rate” for any Plan Year commencing before January 1, 2010
shall be equal to the average Mergent’s Index for the previous calendar
year. The “Base Interest Rate” for any Plan Year commencing on
and after January 1, 2010 shall be equal to 120 percent of the AFR for the
December immediately preceding such Plan
Year.
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B.
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A
Participant’s 401(k) Restoration Benefit shall be credited with earnings
and losses based on hypothetical investments selected by the Participant,
in accordance with the investment options and procedures adopted by the
Company in its sole discretion from time to time. A
Participant’s 401(k) Restoration Benefit shall be adjusted periodically as
determined in accordance with procedures established by the Company to
reflect investment gains and
losses.
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C.
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Matching
Credits
. Ameren shall credit each Participant’s Deferral
Account with a matching credit equal to 100 percent of the first 3 percent
of Salary and Incentive Awards and 50 percent of the remaining Salary and
Incentive Awards deferred by the Participant as a 401(k) Restoration
Deferral under Section 4.A. Such Matching Credits shall be
credited to a Participant’s Deferral Account as soon as administratively
feasible following the Participant’s
deferral.
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8.
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DISTRIBUTION AT
RETIREMENT
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At the
time that a Participant makes an election to defer Salary and/or Incentive
Awards under the Plan, he shall select a method for the distribution of the
balance of that Deferral Account. Upon Retirement, the balance of
each of the Participant’s Deferral Account(s) shall be distributed to the
Participant according to the pay-out method selected by the Participant;
provided that, any Deferral Account which is subject to a scheduled payment
option pursuant to Section 10 as of the year in which the Participant retires or
a year following the year in which a Participant retires shall be paid under
Alternative 1. A Participant may elect to receive his account
distribution as a lump sum or in substantially equal installments over a set
period up to 15 years. Under either payment method, a Participant can
elect to commence distribution at the time of Retirement or defer such
payment(s) until March 1 of the calendar year following Retirement. (For
example, a Participant whose Retirement is effective June 1, 2009, may
defer payment from his Deferral Account(s) until March 1,
2010.) Notwithstanding a Participant’s election, payment of benefits
shall not be made or commence under this Section 8 prior to the date which is 6
months after the date of a Participant’s Retirement in the case of a Participant
who is determined to be a Specified Employee at the time of his
Retirement. During such 6-month delay, a Participant’s Deferral
Account will be credited with Interest at the rate determined under Section
7. Any payments that would have been paid during such 6-month period
shall be paid in a lump sum to the Participant as of the day after the last day
of such 6-month period, and all other payments following such 6-month period
shall be paid in accordance with the terms of the Plan and the Participant’s
election.
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A.
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Distribution
Alternatives
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1.
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The
balance of the Participant’s Deferral Account to be distributed in a
single lump sum, payable the first day of the first month following the
month in which Retirement occurs.
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2.
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The
balance of the Participant’s Deferral Account to be distributed in a
single lump sum, payable on March 1 of the calendar year following
Retirement.
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3.
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The
balance of the Participant’s Deferral Account to be distributed in
substantially equal installments over a period of 5 years commencing at
Retirement.
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4.
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The
balance of the Participant’s Deferral Account to be distributed in
substantially equal installments over a period of 5 years commencing on
March 1 of the calendar year following
Retirement.
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5.
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The
balance of the Participant’s Deferral Account to be distributed in
substantially equal installments over a period of 10 years commencing at
Retirement.
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6.
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The
balance of the Participant’s Deferral Account to be distributed in
substantially equal installments over a period of 10 years commencing on
March 1 of the calendar year following
Retirement.
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7.
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The
balance of the Participant’s Deferral Account to be distributed in
substantially equal installments over a period of 15 years commencing at
Retirement.
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8.
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The
balance of the Participant’s Deferral Account to be distributed in
substantially equal installments over a period of 15 years commencing on
March 1 of the calendar year following
Retirement.
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Installment
payments (Alternatives 3 through 8) shall be paid annually, unless the
Participant elects, at the time Alternatives 3 through 8, as applicable,
are elected, to receive them on a monthly basis. The
distribution options available in circumstances where the Participant
dies, either before or after Retirement, or is placed on disability status
prior to Retirement are described in Sections 10 and 11. The
deferral of payments to the calendar year following Retirement
(Alternatives 2, 4, 6 and 8) is not permitted in cases of death or
long-term disability.
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B.
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Subsequent Election
Changes
:
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On
and after January 1, 2009, a Participant may elect to change his method of
distribution with respect to one or more Deferral Accounts in accordance
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rules established by the Company. If a Participant makes such election, then (a) such election shall not take effect until at least 12 months after the date on which such election is made, and submitted to the Company; (b) the first payment with respect to which such election is made shall be deferred for a period of not less than 5 years from the date such payment would otherwise have been made; (c) any election related to a payment that was otherwise to be made at a specified time may not be made less than 12 months prior to the date of the first scheduled payment; and (d) with respect to a change in payment form, such change may not impermissibly accelerate the time or schedule of any payment under the Plan, except as provided in regulations promulgated by the Secretary of Treasury.
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A
change in the method of distribution must also be made in accordance with
the rules and procedures established by the
Company.
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9.
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TERMINATION OF
EMPLOYMENT PRIOR TO BECOMING ELIGIBLE FOR
RETIREMENT
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A.
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General
:
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Except
as described in Paragraph B, if a Participant terminates employment from
Ameren after completing one or more Deferral Commitments but prior to
becoming eligible for Retirement, the balance of the Participant’s
corresponding Deferral Account(s), including any Deferral Accounts subject
to a scheduled payment option under Section 10, shall be distributed in a
single lump sum to the Participant no later than 30 days after the date
the Participant terminates employment. The Participant shall
not have a right to designate the taxable year of the
payment.
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B.
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Change of
Control
:
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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
lump sum to the Participant no later than 30 days after the date the
Participant terminates employment. For purposes of this
Paragraph, Change of Control shall have the same meaning that it has in
the Second Amended and Restated Ameren Corporation Change of Control
Severance Plan, as amended. The participant shall not have the
right to designate the taxable year of the
payment.
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C.
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Specified Employee
Restriction
:
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Notwithstanding
the above, payment of benefits shall not be made under this Section 9
prior to the date which is 6 months after the date of a Participant’s
termination of employment in the case of a Participant who is determined
to be a
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Specified Employee at the time
of his termination of employment. In such case, the lump sum amount
determined under Section 9.A or 9.B, as appropriate, shall be paid to the
Participant as of the day after the last day of such 6-month period.
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D.
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Termination of
Employment
:
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For
purposes of Sections 2.R, 8 and 9, a Participant shall be deemed to have
terminated employment if Ameren and the Participant reasonably anticipate
a permanent reduction in his or her level of bona fide services to a level
less than 50 percent of the average level of bona fide services
provided by the Participant in the immediately preceding 36-month
period. Notwithstanding the preceding sentence, no termination
of employment shall occur (a) while the Participant is on military leave,
sick leave, or other bona fide leave-of-absence which does not exceed six
months or such longer period during which the Participant retains a right
to reemployment with Ameren pursuant to law or by contract; or (b) while
the Participant is on a leave-of-absence due to a medically determinable
physical or mental impairment that can be expected to last for a
continuous period of six months or more and results in the Participant
being unable to perform services for Ameren in his or her position or a
substantially similar position and that does not exceed 29
months. A leave of absence will be a bona fide leave-of-absence
only if there is a reasonable expectation that the Participant will return
to perform services for Ameren.
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10.
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SCHEDULED PAYMENT
OPTION
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At
the time a Participant makes an election to defer Salary and/or Incentive
Awards under the Plan, he or she may elect for the distribution of the
balance of that Deferral Account, to be made in a specified year; provided
such year is at least three years after the year to which the deferral
relates. Distributions pursuant to this scheduled payment
option shall be paid in a lump sum no later than the December 31st of the
specified year.
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11.
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TOTAL DISABILITY OF
PARTICIPANT
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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 (“LTD”), the Company shall commence
distribution of the Participant’s Deferral Account(s) in accordance with
the distribution method selected by the Participant, but only if the
Participant is disabled within the meaning of Code Section 409A(a)(2)(C).
Where a Participant had elected a deferral option (Section 8, Alternatives
2, 4, 6 and 8), payments will be made in the same form as elected (i.e.,
lump sum or installment) but will commence no later than 30 days after the
Participant’s LTD effective date, to the extent a distribution is
permitted under the previous sentence. The Participant shall
not have a right to designate the taxable year of the
payment. Under this provision, a Participant on
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12.
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DEATH OF
PARTICIPANT
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A.
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Prior to
Retirement
:
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In
the event of the Participant’s death after attaining at least age 55, 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
8. If a Participant dies prior to attaining age 55 and prior to
receiving benefits under the Plan, the Company shall commence distribution
to the Participant’s designated beneficiary(ies) in a lump
sum. Even if the Participant had chosen a deferral option
(Section 8, Alternatives 2, 4, 6 and 8), payment will commence as soon as
administratively feasible but no later than 30 days after the month in
which the Participant’s death occurs. Neither the Participant
nor a beneficiary shall have a right to designate the taxable year of the
payment.
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B.
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After
Retirement
:
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In
the event a Participant dies after his Retirement but prior to receiving
benefits under the Plan, the Company shall commence distribution of the
Participant’s Deferral Account(s) to the Participant’s designated
beneficiary(ies). Such payments will be made in the same form
as elected (i.e., lump sum or installment) but will commence as soon as
administratively feasible, but no later than 30 days after the month in
which the Participant’s death occurs. Neither the Participant
nor a beneficiary shall have a right to designate the taxable year of the
payment. Where a Participant who is receiving benefits dies,
the Company shall continue to make distributions to the Participant’s
designated beneficiary(ies) in accordance with the method selected by the
Participant.
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13.
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HARDSHIP
DISTRIBUTION
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In
the event that a Participant (or in the case of the Participant’s death,
his beneficiary) suffers a Financial Hardship, the Company may, if it
deems advisable in its sole and absolute discretion, distribute on behalf
of the Participant, his beneficiary or his legal representative, any
portion of the Participant’s Deferral Account(s), but in no event more
than the amount reasonably necessary to relieve the Financial Hardship
upon which the request is based, plus the federal and state taxes due on
the withdrawal, as determined by the Company. Any such hardship
distribution shall be made at such times as the Company shall determine,
and the Participant’s Deferral Account(s) shall be reduced by the amount
so distributed and/or utilized. Financial Hardship means a
severe financial hardship to a Participant resulting from an illness or
accident of the Participant, his or her spouse or a dependent (as defined
in Code Section 152(a)) of the Participant, loss of
the
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Participant’s
property due to casualty, or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the
Participant.
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Notwithstanding
any other provision of this Plan, if a Participant receives a safe harbor
hardship distribution under any tax-qualified employee retirement plan
maintained by his or her employer, all deferral elections of the
Participant under the Plan shall be suspended for a period of at least 6
months, and the Participant shall not be eligible to resume deferrals
hereunder until the Plan Year beginning after expiration of such 6-month
period.
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14.
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DESIGNATION OF
BENEFICIARY
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The
Participant shall designate in writing, on a form approved 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 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).
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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:
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1.
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The
Participant’s surviving spouse.
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2.
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The
Participant’s surviving children,
equally.
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3.
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The
Participant’s surviving parents,
equally.
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4.
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The
Participant’s surviving brothers and sisters,
equally.
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5.
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The
Participant’s personal representative(s), executor(s) or
administrator(s).
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15.
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PAYMENTS TO MINORS OR
INCOMPETENTS
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Whenever,
in the Company’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 Company 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.
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16.
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ADMINISTRATION
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Except
as specified otherwise in the Plan, the Company 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 Company 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 Company
shall be conclusive and binding on all Participants and their
beneficiaries and all other persons
whosoever.
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17.
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MISCELLANEOUS
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A.
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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.
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B.
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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.
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C.
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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 owner
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and beneficiary of any such
insurance policy and shall possess and may exercise all incidents of ownership
therein.
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D.
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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 and Incentive Award
deferrals.
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E.
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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.
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F.
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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.
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G.
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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.
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H.
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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 (1) 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 and (2) no attempt to terminate the Plan shall be
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effective
unless such termination complies with the restrictions and requirements
applicable under Code Section 409A and the regulations promulgated thereunder in
effect at the time of such termination.
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I.
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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.
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J.
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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.
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K.
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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.
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L.
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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.
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M.
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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 human resources officer, 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.
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N.
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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.
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O.
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Disputes
: A
Participant who believes that he is being denied a benefit to which he is
entitled (hereinafter referred to as “Claimant”), or his representative,
may file a written request for such benefit with the Plan Administrator of
the Plan setting forth his claim. The request must be addressed
to: Ameren Services Company, Employee Benefits Department, P.O.
Box 66149, MC 533, St. Louis, Missouri 63166-6149, Attention: Plan
Administrator, Deferred Compensation
Plan.
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Upon
receipt of a claim, the Company shall advise the Claimant that a reply will be
forthcoming within 90 days and shall in fact deliver such reply within such
period. However, the Company may extend the reply period for an
additional 90 days for reasonable cause. If the claim is denied
in whole or in part, the
Company
will adopt a written opinion using language calculated to be understood by the
Claimant setting forth:
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1.
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the
specific reason or reasons for
denial,
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2.
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specific
references to pertinent Plan provisions on which the denial is
based,
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3.
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a
description of any additional material or information necessary for the
Claimant to perfect the claim and an explanation why such material or such
information is necessary,
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4.
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appropriate
information as to the steps to be taken if the Claimant wishes to submit
the claim for review, including a statement of the Claimant’s right to
bring a civil action following an adverse benefit determination on review,
and
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5.
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the
time limits for requesting a review and for the actual
review.
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Within 60
days after the receipt by the Claimant of the written opinion described above,
the Claimant may request in writing that the Company review its
determination. The Claimant or his duly authorized representative may
submit written comments, documents, records or other information relating to the
denied claim, which shall be considered in the review under this subsection
without regard to whether such information was submitted or considered in the
initial benefit determination. The Claimant or his duly authorized
representative shall be provided, upon request and free of charge, reasonable
access to, and copies of, all documents, records and other information relevant
to his claim. If the Claimant does not request a review of the
Company’s determination within such 60-day period, he shall be barred and
estopped from challenging its determination.
Within 60
days after the Company’s receipt of a request for review, it will review its
prior determination. After considering all materials presented by the
Claimant, the Company will render a written opinion setting forth the specific
reasons for his decision and containing specific references to the pertinent
Plan provisions on which his decision is based. If special
circumstances require that the 60-day period be extended, the Company will so
notify the Claimant and will render the decision as soon as possible but not
later than 120 days after receipt of the request for review. If the
Company makes an adverse benefit determination on review, the Company will
render a written opinion using language calculated to be understood by the
Claimant setting forth:
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1.
|
the
specific reason or reasons for
denial,
|
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2.
|
specific
references to pertinent Plan provisions on which the denial is
based,
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3.
|
a
statement that the Claimant is entitled to receive, upon request and free
of charge, reasonable access to, and copies of, all documents, records and
other information relevant to his claim,
and
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4.
|
a
statement of the Claimant’s right to bring a civil action following an
adverse benefit determination on
review.
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P.
Interpretation of
Plan
: All provisions of this Plan shall be interpreted in a
manner so as to be consistent with Section 409A of the Code and the regulations
issued thereunder.
IN WITNESS WHEREOF, the foregoing
restatement was adopted on the 12th day of October, 2009.
AMEREN SERVICES COMPANY
On behalf of AMEREN
CORPORATION
By:
/s/ Mark
C.
Lindgren
Name:
Mark C.
Lindgren
Title:
Vice
President, Corporate HR
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