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”).

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:

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.

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).

A.

Maximum Deferrals :

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.

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.

B.

Irrevocability of Deferral Commitment :

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.

C.

Term of Deferral Commitment :

The term of a normal Deferral Commitment shall be the Plan Year.

D.

Crediting of Deferred Amounts :

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.

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.

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 1.40