**Exhibit
      10.1**




**AMENDED
      AND RESTATED 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 impartial
      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 amends and restates the 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
      target annual cash bonus that a Participant is eligible to earn for the year
      in
      which a Change in Control occurs pursuant to the Company’s Executive Incentive
      Plan, the Ameren Corporation 2006 Omnibus Incentive Compensation Plan, or any
      successor to either such plan.







(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 .
      The
      occurrence of any one or more of the following:




(i)  The
      Participant’s willful failure to substantially perform his duties with the
      Company (other than any such failure resulting from the Participant’s
      Disability), after a written demand for substantial performance is delivered
      to
      the Participant that specifically identifies the manner in which the Committee
      believes that the Participant has not substantially performed his duties, and
      the Participant has failed to remedy the situation within fifteen (15) business
      days of such written notice from the Company;




(ii)  Gross
      negligence in the performance of the Participant’s duties which results in
      material financial harm to the Company;




(iii)  The
      Participant’s conviction of, or plea of guilty or *nolo
      contendere* ,
      to any
      felony or any other crime involving the personal enrichment of the Participant
      at the expense of the Company or shareholders of the Company; or




(iv)  The
      Participant’s willful engagement in conduct that is demonstrably and materially
      injurious to the Company, monetarily or otherwise.




(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 (A) 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 (B) any agreement intended to avoid or settle any election
      contest; 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 60% 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.




Notwithstanding
      the foregoing, a Change of Control shall not be deemed to occur solely because
      any Person (the “Subject Person”) acquired beneficial ownership of more than the
      permitted amount of the then Outstanding Company Common Stock or the Outstanding
      Company Voting Securities as a result of the acquisition of shares of common
      stock or voting securities by the Company which, by reducing the number of
      shares of Outstanding Company Common Stock or the Outstanding Company Voting
      Securities, increases the proportional number of shares beneficially owned
      by
      the Subject Persons, provided that if a Change of Control would occur (but
      for
      the operation of this sentence) as a result of the acquisition of shares of
      Outstanding Company Common Stock or the Outstanding Company Voting Securities
      by
      the Company, and after such share acquisition by the Company, the Subject Person
      becomes the beneficial owner of any additional shares of Outstanding Company
      Common Stock or the Outstanding Company Voting Securities which increases the
      percentage of the then Outstanding Company Common Stock or the











Outstanding
      Company Voting Securities beneficially owned by the Subject Person, then a
      Change of Control shall occur.




(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 of a disability which qualifies the Participant
      for benefits under the Company’s long-term disability plan.




(l)  Effective
      Date .
      February 10, 2006




(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 .
      The
      occurrence after a Change in Control of the Company of any one or more of the
      following without the Participant’s express written consent:




(i)  A
      net
      reduction of the Participant’s authorities, duties, or responsibilities as an
      executive and/or officer of the Company from those in effect prior to the Change
      in Control, other than an insubstantial and inadvertent reduction that is
      remedied by the Company promptly after receipt of notice thereof given by the
      Participant;




(ii)  The
      Company’s requiring the Participant to be based at a location in excess of fifty
      (50) miles from the location of the Participant’s principal job location or
      office immediately prior to the Change of Control; except for required travel
      on
      the Company’s business to an extent substantially consistent with the
      Participant’s then present business travel obligations;




(iii)  Any
      material reduction by the Company of the Participant’s Base Salary or targeted
      Annual Bonus Awards, in effect on the Date of the Change of Control, or as
      the
      same shall be increased from time to time;







(iv)  The
      failure to provide the Participant with an annualized long-term incentive
      opportunity which is either essentially equivalent in value to or greater in
      value than the Participant’s regular annualized long-term incentive opportunity
      in effect on the Date of the Change of Control (for this purpose, the
      permissible floor value is intended to reference normal long-term incentive
      awards made as a part of the regular annual pay package, and not special awards
      that are not made on a regular basis) when calculated on a grant date basis
      using widely recognized valuation methodologies (e.g., Black-Scholes for
      options);




(v)  The
      failure of the Company to continue in effect the aggregate value in any of
      the
      employee benefit or retirement plans in which the Participant participates
      prior
      to the Change in Control of the Company;




(vi)  The
      failure of the Company to obtain a satisfactory agreement from any successor
      to
      the Company to assume and agree to perform the Company’s obligations under this
      Plan, as contemplated in Article V herein; and




(vii)  A
      material breach of this Plan by the Company which is not remedied by the Company
      within ten (10) business days of receipt of written notice of such breach
      delivered by the Participant to the Company.




In
      the
      event it is necessary to determine the value of a long-term incentive
      opportunity under Section q(iv) above or the aggregate value of employee benefit
      or retirement plans under Section q(v) above, an outside independent benefit
      consulting firm shall be engaged by the Company to make such
      determination.




(r)  Multiple .
      With
      respect to any Participant, the number set forth opposite the Participant’s name
      under the heading “Benefit Level” on Schedule I hereto. ****




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




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




(u)  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.




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




(w)  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  Participants .
      Each of
      the individuals named on Schedule I hereto shall be a Participant in the
      Plan.







3.2  Duration
      of Participation .
      A
      Participant shall only cease to be a Participant 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 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 second 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 or (ii) by the Participant within 90 days after the
      occurrence of Good Reason. A Participant shall not be entitled to Separation
      Benefits if the Participant’s Employment is terminated (i) voluntarily by the
      Participant without Good Reason (or more than 90 days after any event which
      constitutes the occurrence of Good Reason) or (ii) by reason of death or
      Disability or (iii) by the Employer for Cause. In addition, if a Participant’s
      employment is terminated by the Company without Cause prior to the date of
      a
      Change of Control, either (i) at the request of a third party who has indicated
      an intention or taken steps reasonably calculated to effect such Change of
      Control, or (ii) otherwise in connection with, or in anticipation of, such
      a
      Change of Control which has been threatened or proposed, such termination shall
      be deemed to have occurred after a Change of Control for purposes of this Plan
      provided a Change of Control shall actually occur.




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 30 days of the Date of Termination, a cash lump sum as
      set
      forth in subsection (b) below and the continued benefits set forth in subsection
      (c) below. For purposes of determining the benefits set forth in subsections
      (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 Annual Bonus Award
      and
      (y) a fraction, the numerator of which is the number of days in 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 (x)
      the Participant’s Annual Salary plus (y) the Participant’s Annual Bonus Award;
      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 more favorable of those in effect under the Retirement
      Plan and the SERP on the Date of Termination or the Date of the Change of
      Control.





(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.
      Notwithstanding the foregoing, the Participant will be required to pay the
      full
      cost of such medical and dental insurance for the portion of the Separation
      Period, if any, extending beyond the last day of the second calendar year
      following the calendar year in which the Date of Termination occurs (“Full
      Cost”). On the January 1 following the last day of such second calendar year,
      the Company shall pay the Participant a lump sum equal to the amount which
      would
      allow the Participant to retain, after payment of all federal, state, and local
      income taxes (including any interest or penalties thereon) on such amount,
      the
      Full Cost. 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)  if
      the
      Participant’s employment is terminated by the Company other than for Cause, 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), provided that no such outplacement services shall be
      provided beyond the end of the second calendar year following the calendar
      year
      in which the Date of Termination occurs;







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. Notwithstanding the foregoing provisions of
      this
      Section 4, if it shall be determined that the Participant is entitled to a
      Gross-Up Payment, but that the Payments do not exceed 110% of the greatest
      amount (the “Reduced Amount”) that could be paid to the Participant such that
      the receipt of Payments will not give rise to any Excise Tax, then no Gross-Up
      Payment shall be made to the Participant and the Payments, in the aggregate,
      shall be reduced to the Reduced Amount.




(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 such certified
      public accounting firm, human resources consulting firm, or other consulting
      firm in the business of performing such calculations as may be designated by
      the
      Company (the “Consulting Firm”), which shall provide detailed supporting
      calculations both to the Company and the Participant. All fees and expenses
      of
      the Consulting Firm shall be borne solely by the Company. Any Gross-Up Payment,
      as determined pursuant to this Section 4.4, due upon a Change of Control or
      due
      upon the Participant’s termination of employment shall be paid by the Company to
      the Participant no later than two and one-half months following such Change
      of
      Control or termination of employment, respectively. Any determination by the
      Consulting 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 Consulting











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 Consulting Firm shall
      determine the amount of the Underpayment that has occurred and any such
      Underpayment shall be paid by the Company to or for the benefit of the
      Participant within two and one-half months after the date the Company has
      exhausted such remedies.




(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, to the extent permitted by law 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).




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 hereinbefore defined and any successor or assignee to the business
      or
      assets which by reason hereof becomes bound by this Plan.









ARTICLE
      VI


DURATION,
      AMENDMENT AND TERMINATION




6.1  Amendment
      or Termination .
      The
      Board may amend or terminate this Plan (including Schedule I) at any time; provided ,
      that
      this Plan (including Schedule I) 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. 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  Procedure
      for Amendment or Termination .
      Any
      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  Legal
      Fees and Expenses .
      The
      Company shall pay as incurred all legal fees, costs of litigation, costs of
      arbitration, prejudgment interest, and other expenses which are incurred in
      good
      faith by the Participant as a result of the Company’s refusal to provide the
      benefits to which the Participant becomes entitled under this Agreement, or
      as a
      result of the Company’s (or any third party’s) contesting the validity,
      enforceability, or interpretation of the Agreement, or as a result of any
      conflict between the parties pertaining to this Agreement; provided, however,
      that if the court (or arbitration panel, as applicable) determines that the
      Participant’s claims were arbitrary and capricious, the Company shall have no
      obligation hereunder.




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 Benefits
      Administration Committee.




7.4  Claim
      Procedure .
      If an
      Employee, former Employee or other person who believes that he or she is being
      denied a benefit to which he or she is entitled (“claimant”), or his or her duly
      authorized representative, 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 Chief
      Executive Officer of the Company at Ameren Corporation, 1901 Chouteau Avenue,
      P.O. Box 66149, St. Louis, MO 63166, and must be received within 30 days
      after termination of employment.









(a)  Claim
      Decision .
      Upon
      receipt of a claim, the Chief Executive Officer shall advise the claimant that
      a
      reply will be forthcoming within a reasonable period of time, but ordinarily
      not
      later than 90 days, and shall, in fact, deliver such reply within such period.
      However, the Chief Executive Officer may extend the reply period for an
      additional ninety days for reasonable cause. If the reply period will be
      extended, the Chief Executive Officer shall advise the claimant in writing
      during the initial 90-day period indicating the special circumstances requiring
      an extension and the date by which the Chief Executive Officer expects to render
      the benefit determination. If the Chief Executive Officer denies the claim,
      in
      whole or in part, the Chief Executive Officer will inform the claimant in
      writing of his or her determination and the reasons therefor in terms calculated
      to be understood by the claimant. The notice shall set forth the specific
      reasons for the denial, make specific reference to the pertinent Plan provisions
      on which the denial is based, and describe any additional material or
      information necessary for the claimant to perfect the claim and explain why
      such
      material or such 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, including a statement of the claimant’s right
      to bring a civil action under Section 502(a) of ERISA following an adverse
      benefit determination on review and the time limits for requesting a review
      and
      for the actual review.




(b)  Request
      for Review .
      The
      claimant may within 60 days thereafter request in writing that the Committee
      of
      the Board review the Chief Executive Officer’s prior determination. Such request
      must be addressed to the Committee of the Board at Ameren Corporation, 1901
      Chouteau Avenue, P.O. Box 66149, St. Louis, MO 63166. The claimant or his or
      her
      authorized representative may submit written comments, documents, records or
      other information relating to the denied claim, which shall be considered in
      the
      review without regard to whether such information was submitted or considered
      in
      the initial benefit determination. The claimant or his or her authorized
      representative shall be provided, upon request and free of charge, reasonable
      access to, and copies of, all documents, records and other information which
      (i)
      was relied upon by the Chief Executive Officer in making his or her initial
      claims decision, (ii) was submitted, considered or generated in the course
      of
      the Chief Executive Officer making his or her initial claims decision, without
      regard to whether such instrument was actually relied upon by the Chief
      Executive Officer in making his or her decision or (iii) demonstrates compliance
      by the Chief Executive Officer with the administrative processes and safeguards
      designed to ensure and to verify that benefit claims determinations are made
      in
      accordance with governing Plan documents and that, where appropriate, the Plan
      provisions have been applied consistently with respect to similarly situated
      claimants. If the claimant does not request a review of the Chief Executive
      Officer’s determination within such 60-day period, he or she shall be barred and
      estopped from challenging such determination.




(c)  Review
      of Decision .
      The
      Committee shall, within a reasonable period of time, ordinarily not later than
      60 days, after the Committee’s receipt of a request for review, review the Chief
      Executive Officer’s prior determination. If special circumstances require that
      the 60-day time period be extended, the Committee will so notify the claimant
      within the initial 60-day period indicating the special circumstances requiring
      an extension and the date by which the Committee expects to render its decision
      on review, which shall be as soon as possible but not later than 120 days after
      receipt of the request for review. In the event that the Committee extends
      the
      determination period on review due to a claimant’s failure to submit information
      necessary to decide a claim, the period for making the benefit determination
      on
      review shall not take into account the period beginning on the date on which
      notification of extension is sent to the claimant and ending











on
      the
      date on which the claimant responds to the request for additional information.
      The Committee has discretionary authority to determine a claimant’s eligibility
      for benefits and to interpret the terms of the Plan. Benefits under the Plan
      will be paid only if the Committee decides in its discretion that the claimant
      is entitled to such benefits. The decision of the Committee shall be final
      and
      non-reviewable, unless found to be arbitrary and capricious by a court of
      competent review. Such decision will be binding upon the Company and the
      claimant. If the Committee makes an adverse benefit determination on review,
      the
      Committee will render a written opinion, using language calculated to be
      understood by the claimant, that sets forth the specific reasons for the denial,
      makes specific references to pertinent Plan provisions on which the denial
      is
      based and includes a statement of the claimant’s right to bring a civil action
      under Section 502(a) of ERISA following the adverse benefit determination on
      such review. The opinion shall also include 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 which (i) was relied
      upon by the Committee in making its decision, (ii) was submitted, considered
      or
      generated in the course of the Committee making its decision, without regard
      to
      whether such instrument was actually relied upon by the Committee in making
      its
      decision, or (iii) demonstrates compliance by the Committee with its
      administrative processes and safeguards designed to ensure and to verify that
      benefit claims determinations are made in accordance with governing Plan
      documents, and that, where appropriate, the Plan provisions have been applied
      consistently with respect to similarly situated claimants.




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.












**SCHEDULE
        I**
  **CHANGE
        OF CONTROL**
 **SEVERANCE
        PLAN PARTICIPANTS**
 
 
 **Benefit
                  Level - 3**Rainwater,
                  Gary L.
              Baxter,
                  Warner, L.Cisel,
                  Scott A.
              Cole,
                  Daniel F.Sullivan,
                  Steven R.
              Voss,
                  Thomas R.Kelley,
                  Richard A.
              Martin,
                  Donna K.Mark,
                  Richard J.
              Naslund,
                  Charles D.Nelson,
                  Gregory L.
 
 
 **Benefit
                  Level - 2**Birdsong,
                  Jerre E.
              Birk,
                  Mark C.Borkowski,
                  Maureen A.
              Bremer,
                  Charles A.Cissell,
                  Richard
              Davis,
                  Jimmy LowellEvans,
                  Ronald K
              Glaeser,
                  Scott A.Herrmann,
                  Timothy E
              Iselin,
                  Christopher A.Heflin,
                  Adam C.
              Lyons,
                  Jr., Martin J.Lindgren,
                  Mark C.
              Moehn,
                  MichaelMenne,
                  Michael L.
              Mueller,
                  Michael G.Mosier,
                  Don
              Nelson,
                  Craig D.Neff,
                  Robert K.
              Powers,
                  Robert L.Power,
                  Joseph M.
              Schepers,
                  David J.Prebil,
                  William J.
              Serri,
                  Andrew M.Schukar,
                  Shawn
              Sobule,
                  James A.Simpson,
                  Jerry Lee
              Weisenborn,
                  Dennis W.Zdellar,
                  Ronald C.