Exhibit
10.1
  AMEREN
SUPPLEMENTAL RETIREMENT PLAN
 
 WHEREAS, Ameren Corporation (“Ameren”)
previously adopted the Ameren Supplemental Retirement Plan (“Plan”);
and
 
 WHEREAS, Ameren reserved the right to
amend the Plan in Section 5.3 thereof; and
 
 WHEREAS, effective January 1, 2008,
unless indicated otherwise, Ameren desires to amend the Plan to incorporate
provisions required by Section 409A of the Internal Revenue Code of 1986, as
amended;
 
 NOW, THEREFORE, effective January 1,
2008, unless indicated otherwise, the Plan is amended and restated in its
entirety as follows:
 
  
  
 AMEREN
SUPPLEMENTAL RETIREMENT PLAN
 
 PREAMBLE
 
 
 The
principal objective of this Ameren Supplemental Retirement Plan (“Plan”) is to
ensure the payment of a competitive level of retirement income in order to
attract, retain and motivate selected executives.  The plan is
designed to provide a benefit which, when added to other retirement income of
the executive, will meet the objective described above.  This restated
plan will become effective on January 1, 2005, unless indicated otherwise, and
will be effective as to each participant on the date he or she is designated as
such hereunder.
 
 SECTION
1
 
 Definitions
 
 1.1.  “Ameren”
means Ameren Corporation.
  1.2.  “Ameren
Deferred Compensation Plan” means the Ameren Deferred Compensation Plan, as
amended, renamed or restated from time to time.
  1.3.  “Code”
means the Internal Revenue Code of 1986, as amended.
  1.4.  “Company”
means Ameren Services Company, as agent for Ameren and administrator of the
Plan.
  1.5.  “Employee”
means a person who is classified as a salaried employee by the Employer and who
is a participant in the Retirement Plan.
  1.6.  “Employer”
means Ameren or any of its subsidiaries which adopts the Plan with the consent
of Ameren and which has employees who are participants in the Retirement
Plan.
  1.7.  “Participant”
means an Employee who has satisfied the eligibility requirements of Section
2.
  1.8.  “Plan”
means the Ameren Supplemental Retirement Plan.
  1.9.  “Plan
Year” means the 12-month period commencing January 1 and ending on December
31.
  1.10.  “Retirement”
means termination of employment after attainment of at least age
55.
  1.11.  “Retirement
Plan” means the Ameren Retirement Plan as in effect as of the date a
determination of benefits is made under this Plan.
  1.12.  “Specified
Employee” means 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.
   1
  SECTION
      2
 
 Eligibility For and
      Vesting of Benefits
 
 2.1           Eligibility.
  Any individual who was a Participant in
the Plan on December 31, 2007 shall continue as a Participant in this Plan
on January 1, 2008.  On or after January 1, 2008, each Employee whose
benefits under the Retirement Plan:
  (a) are limited (1) by operation of
Code Section 415 or Code Section 401(a)(17) or (2) due to the exclusion of
earnings deferred under the Ameren Deferred Compensation Plan or
 
 (b) would be entitled to an increased
benefit under the Retirement Plan due to additional service credits for benefit
purposes granted to such Employee by a written employment agreement executed
between the Employer and such Employee,
 
 shall be
eligible to be designated a Participant in this Plan as of any January 1
following the date his or her Retirement Plan benefits are limited or enhanced
as described above.  The Company shall designate those Employees who
meet such requirements as eligible and shall indicate the effective date of
their participation in accordance with procedures established by the
Company.  After being designated as eligible, an Employee shall become
a Participant on the following January 1.
  Vesting
   A Participant shall be vested under
this Plan as of the date each such Participant is vested under the Retirement
Plan.
 
 SECTION
      3
 
 Amount and Form of
      Retirement Benefit
 
 3.1           In
General.
 
 Any Participant who terminated or who
terminates employment with the Employer before January 1, 2005 shall be entitled
to receive benefits in accordance with the Plan as in effect on December 31,
2004.  A Participant not described in the preceding sentence shall be
entitled to receive benefits in accordance with Sections 3.2 through
3.4.
 
 3.2           Benefits for Retirement Plan
Participants on or after January 1, 2005.
 
 The
amount of benefits payable to a Participant covered under this Section 3.2 will
equal the excess (if any) of A. minus B. below:
 
 A.           The
amount which would have been payable to the Participant under the Retirement
Plan (as of the date benefits commence under this Plan or, if an election to
defer under 3.4B is applicable, as of the date the Participant terminates
employment) without
   2
  regard to
the limitations of Code Section 415 and Code Section 401(a)(17) but including,
for such purpose, any amounts deferred by the Participant under the Ameren
Deferred Compensation Plan.
 
 B.           The
amount payable to the Participant under the Retirement Plan (as of the date
benefits commence under this Plan or, if an election to defer under 3.4B is
applicable, as of the date the Participant terminates employment).
 
 3.3.           Death
Benefit.
 
 A.           If
a Participant dies after attaining at least age 55 but prior to receiving
benefits under the Plan, the Company shall commence distribution of the
Participant’s benefits to the Beneficiary according to the method selected by
the Participant under Section 3.4B, equal to the amount which would have been
payable to the Participant under the Plan as if he or she had terminated
employment on the date of his or her death, calculated in accordance with
Section 3.2.  If a Participant dies prior to attaining age 55 and
prior to receiving benefits under the Plan, the Company shall commence
distribution of the Participant’s benefits to the Beneficiary in a lump
sum.  The benefits shall commence no later than 30 days after the date
of the Participant’s death.  Neither the Participant nor a beneficiary
shall have a right to designate the taxable year of the payment.
  If a
Participant dies after commencement of his or her benefits under the Plan,
payments (if any) to his or her Beneficiary shall be determined in accordance
with the form of payment elected by the Participant.
  C.           Beneficiary
means the person or persons designated by a Participant to receive the death
benefits (if any) payable under Section 3.3; provided that, a designation of a
Beneficiary other than the Participant’s spouse shall be effective only if (i)
the Participant’s spouse consents to such designation in writing which consent
has been notarized or witnessed by a Plan representative or (ii) the Participant
establishes to the satisfaction of the Plan Administrator that the consent may
not be obtained because there is no spouse or because the spouse cannot be
located.  If the Beneficiary fails to survive the Participant, or if
the Participant does not designate a Beneficiary, the amounts otherwise payable
to a Beneficiary shall be paid to the person or persons in the first of the
following classes of successive preference: (1) the spouse of the Participant,
(2) the Participant’s surviving children, equally, (3) the Participant’s
surviving parents, equally, (4) the Participant’s surviving brothers and
sisters, equally, or (5) the Participant’s executors or
administrators.
 
 3.4           Timing and Form of
Payment.
 
 A.           In
General.  Subject to an election under Section 3.4B2, benefits
under this Section 3 shall be payable in the form of a lump sum, regardless of
the form of payment elected by the Participant or Beneficiary with respect to
benefits payable under the Retirement Plan.  Subject to Sections 3.4B
and 3.4D, benefits under this Section 3 shall commence on the first day of the
month following the month in which the Participant terminates employment or as
soon as administratively practicable in accordance with Section
3.4F.
   3
 
 B.           Election to
Defer.  A Participant may elect to defer his or her payment
from the Plan in accordance with one of the following options:
 
 1.           Deferred Lump
Sum.  The Participant may elect to receive his or her single
lump sum payment on March 1 of the calendar year following the calendar year in
which the Participant terminates employment with the Employer.
 
 2.           Installments.  The
Participant may elect to receive either monthly or annual installment
distributions for a period of five (5), ten (10) or fifteen (15)
years.  The Participant may elect to receive the first installment on
the date he or she terminates employment or on March 1 of the calendar year
following the calendar year in which the Participant terminates employment with
the Employer.  If the Participant’s lump sum benefit under the Plan as
of the date installments are to commence is less than or equal to $20,000, an
election to receive installments shall be void, and such Participant’s benefit
shall be paid in a lump sum on the date installment payments would have
otherwise commenced.
 
 A
Participant’s election of an alternate payment arrangement in accordance with
this Section 3.4B shall be effective only upon the Participant’s
Retirement.  If the Participant terminates employment prior to
Retirement, an election of an alternate payment arrangement shall be
void.  Moreover, an Employee must make an election of an alternate
payment arrangement in accordance with the procedures established by the
Company, but in no event later than the later of (a) December 31, 2008 or (b)
any date preceding the date the Company designates him or her as eligible to
participate in the Plan in accordance with Section 2.1.  If a
Participant makes an election to defer in accordance with this Section 3.4B2,
interest on the amount of the Participant’s benefits under the Plan shall accrue
once installment payments commence at an annual effective rate of interest equal
to the average of Mergent’s A long-term bond rates for the previous calendar
year.  Such interest accrual shall continue up to the date full
distribution of his benefits under the Plan has been made.
 
 On
      and after January 1, 2009, a Participant may elect to change his method of
      distribution in accordance with 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.
 
 C.           Specified Employee
Restriction.  Notwithstanding the above, payment of benefits,
other than death benefits payable under Section 3.3, shall not be made under
this Section 3 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 Specified Employee as of the date he or she has a termination
of employment.
   4
 
 D.           Transition
Rules.  If a Participant commenced benefits under the Plan
prior to January 1, 2005, his or her benefits shall continue to be distributed
in accordance with the terms of the Plan in effect as of December 31,
2004.  If a Participant commences benefits under the Retirement Plan
in 2005, 2006, 2007 or 2008, benefits under this Section 3 shall commence on the
same date that benefits commence under the Retirement Plan.  If a
Participant terminates employment prior to January 1, 2009, but does not elect
to commence benefits under the Retirement Plan prior to January 1, 2009, his or
her benefits under this Section 3 shall commence in the form of a lump sum as of
December 1, 2009, unless he or she elects, on or before December 31, 2008, to
receive payment in a different form (if he or she was at least age 55 as of the
date of retirement) and/or as of an earlier date in 2009.
 
 E.           Termination of Employment
and Transfers.  A Participant shall be deemed to have
terminated employment if the Company and the Participant reasonably anticipate a
permanent reduction in his or her level of bona fide services to a level less
than 50% of the average level of bona fide services provided by the Participant
in the immediately preceding 36 months.  Notwithstanding the preceding
sentence, no termination of employment shall occur (1) 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 the Company pursuant
to law or by contract; or (2) 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 the Company 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 the Company.  A Participant shall not be deemed to have
terminated employment if he or she transfers to an entity which the Company
would be aggregated with under Section 414 of the Code, using an ownership
percentage of 20% instead of 80% thereunder.
 
 F.           Fixed Payment
Date.  All payments due and payable under this Plan on a fixed
date shall be deemed to be made upon such fixed date if such payment is made on
such date or a later date within the same calendar year or, if later, by the
fifteenth day of the third calendar month following the specified date (provided
the Participant or beneficiary is not entitled, directly or indirectly, to
designate the taxable year of the payment).  In addition, subject to
any delays required under Section 3.4C, a payment is treated as made upon a
fixed date under this Plan if the payment is made no earlier than 30 days before
the designated payment date and the Participant or beneficiary is not permitted,
directly or indirectly, to designate the taxable year of the
payment.
 
 G.           Disability
Payment.   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"),
benefits under this Section 3 shall commence on the first day of the month
following the month in which the Participant’s LTD effective date occurs or as
soon as administratively practicable in accordance with Section 3.4F.Notwithstanding the
above, benefits shall be distributed under this Section 3.4G only if the
Participant is disabled within the meaning of Code Section 409A(a)(2)(C). Where
a Participant had elected a deferral
   5
  option
under Section 3.4B, payments will be made in the same form as elected (i.e.,
lump sum or installment).
 
 SECTION
      4
 
 Administration and
      Claims Procedure
 
 4.1           Powers.
 
 The
Company shall have the discretionary authority to construe, interpret and
administer all provisions of the Plan.  A decision of the Company may
be made by a written document signed by an authorized employee of the
Company.
 
 4.2           Claim for
Benefits.
 
 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,
Supplemental Retirement Plan.
 
 4.3           Review of
Claim.
 
 Upon receipt of a claim, the Plan
Administrator shall advise the Claimant that a reply will be forthcoming within
ninety (90) days and shall in fact deliver such reply within such
period.  However, the Plan Administrator may extend the reply period
for an additional ninety (90) days for reasonable cause.  If the claim
is denied in whole or in part, the Plan Administrator will adopt a written
opinion using language calculated to be understood by the Claimant setting
forth:
 
 1.           the
specific reason or reasons for denial,
 
 2.           specific
references to pertinent Plan provisions on which the denial is
based,
 
 3.           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,
 
 4.           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
 
 5.           the
time limits for requesting a review and for the actual review.
 
 4.4           Right of
Appeal.
 
 Within sixty (60) days after the
receipt by the Claimant of the written opinion described above, the Claimant may
request in writing that the Plan Administrator review its
determination.  The Claimant or his duly authorized representative may
submit written comments, documents,
   6
  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 Plan Administrator’s determination within such 60-day
period, he shall be barred and estopped from challenging its
determination.
 
 4.5           Review on
Appeal.
 
 Within sixty (60) days after the Plan
Administrator’s receipt of a request for review, it will review its prior
determination.  After considering all materials presented by the
Claimant, the Plan Administrator 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 Plan Administrator
will so notify the Claimant and will render the decision as soon as possible but
not later than one hundred twenty (120) days after receipt of the request for
review.  If the Plan Administrator makes an adverse benefit
determination on review, the Plan Administrator will render a written opinion
using language calculated to be understood by the Claimant setting
forth:
 
 1.           the
specific reason or reasons for denial,
 
 2.           specific
references to pertinent Plan provisions on which the denial is
based,
 
 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
 
 4.           a
statement of the Claimant’s right to bring a civil action following an adverse
benefit determination on review.
 
 SECTION
      5
 
 Miscellaneous
 
 5.1           Service of Legal
Process.  The General Counsel of Ameren shall be the agent for
service of legal process for the Plan.
 
 5.2           Company
Rights.  The Board of Directors of Ameren may, in its sole
discretion, terminate, suspend or amend this Plan at any time or from time to
time, in whole or part, subject to any restrictions or requirements applicable
under Code Section 409A and the regulations promulgated
thereunder.  No attempt to terminate the Plan shall be 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.  However, no amendment or
suspension of the Plan will affect a retired Participant’s right or the right of
a Beneficiary to continue to receive a benefit in accordance with this Plan as
in effect on the date such Participant commenced to receive a benefit under this
Plan.
   7
 
 5.3           Employee
Rights.  Nothing contained herein will confer upon any
Participant the right to be retained in the service of the Employer, nor will it
interfere with the right of the Employer to discharge or otherwise deal with
Participants without regard to the existence of this plan.
 
 5.4           Unfunded
Plan.  This Plan is unfunded, and the Employer will make Plan
benefit payments solely on a current disbursement basis.  All payments
to a Participant under the Plan shall be made from the general assets of the
Participant’s Employer.  The rights of any Participant to payment
shall be those of an unsecured general creditor of his Employer.
 
 5.5           Spendthrift.  To
the maximum extent permitted by law, no benefit under this Plan shall be
assignable or subject in any manner to alienation, sale, transfer, claims of
creditors, pledge, attachment or encumbrances of any kind.
 
 5.6           Governing
Law.  This Plan is established under and will be construed
according to the laws of the State of Missouri.
 
 5.7           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.  When used in this Plan, the masculine gender will
be deemed to include the feminine gender, and the singular may include the
plural, unless the context clearly indicates the contrary.
 
 IN
WITNESS WHEREOF, this amendment and restatement is executed as of this 13th day
of June, 2008.
  AMEREN
CORPORATION
 
 
 
 By:  /s/ Donna K.
Martin
 
 Title:  Senior Vice President and
Chief Human Resources
 Officer (Ameren
Services Company)
 8
  SCHEDULE
A
 
 G.
L. RAINWATER BENEFITS
 
 Notwithstanding
anything in this Plan to the contrary, the amount under Section 3.2.A. with
respect to Gary L. Rainwater shall be determined as if (a) Rainwater had
continued in employment with UE from January 10, 1997 until his termination of
employment with the Employer (which shall, among other things, cause him to be
entitled to any Social Security supplement to which he may have been entitled
under the Retirement Plan) and (b) any compensation paid to Rainwater by the
Employer had been paid to him by the Company.