exhibit10_1.htm


    Exhibit 10.1

    


    
                                                                                                              

      


      2009
Ameren Executive Incentive Plan

      For
Officers

      
        
          

        



      


      SUMMARY

      The
Ameren Executive Incentive Plan (EIP) is intended to reward eligible Officers
for their contributions to Ameren’s success.  The EIP rewards Officers
for Ameren’s earnings per share (EPS) results and/or their business segment’s
EPS contribution to Ameren’s EPS results, and individual
performance.  The EIP is approved by the Human Resources Committee of
Ameren’s Board of Directors (“Committee”).  Ameren reserves the right
at its sole discretion to revise, modify, continue or discontinue the EIP beyond
the current plan year.

      


      EIP
ELIGIBILITY

      All
Officers who are actively employed on December 31, 2009 are eligible to
participate in the EIP pursuant to the terms described
herein.  Additionally, Officers who terminate employment because they
retire, die or become disabled during 2009 (the plan year), or whose employment
is involuntarily terminated during the plan year as a result of a reduction in
force, elimination of position, or change in strategic demand, are eligible to
participate in the EIP pursuant to the terms described
herein.  Officers who voluntarily or involuntarily terminate
employment for any other reason during the plan year or following the plan year
but before awards are paid, forfeit participation in the EIP.

      


      AWARD
OPPORTUNITIES

      Award
opportunity percentages are set by the Human Resources Committee of the Board of
Directors.  Officers will receive individual communication regarding
their incentive target opportunity.

      


      PLAN
STRUCTURE

      The EIP
is designed to reward Officers for their contributions to Ameren’s
success.  This is acomplished by rewarding Officers for the
achievement of EPS goals and their own personal contributions to Ameren’s
performance.  The EIP has four primary components:  (1) EPS
targets; (2) a core award; (3) an individual performance modifier; and (4) an
individual incentive payout.  These components are described in more
detail below.

      
 

      


      
         

      

      EPS
Targets

      Ameren
Officers have a responsibility to drive shareholder value through earnings
performance.  Thus, EPS performance is the primary metric used to
establish award opportunities.  Officers with Corporate responsibility
will have their incentive opportunity based 100% on Ameren’s EPS, while Officers
with business segment responsibilities will have their opportunity based 50% on
Ameren’s EPS and 50% on their business segment’s EPS contribution to Ameren’s
EPS.

       

       

        
          

        

      

      
        People
are the Foundation of our Success and the Key to Achieving our
Vision

      

      Page  1
–  Executive Incentive Plan for Officers

    

    
      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      Three
levels of EPS achievement will be established to reward eligible Officers for
results achieved in EPS performance.  Achievement of EPS falling
between the established levels will be interpolated.  The three levels
are defined as follows:

      


      
        	
                1.  

              	
                Threshold: Threshold is the minimum level of Ameren
      EPS and applicable business segment contribution to Ameren EPS achievement
      necessary for incentive funds to be available.  This level of
      EPS must be achieved to justify the payment based on our fiduciary
      responsibility to our owner- the
shareholders.

              


      

      


      
        	
                2.  

              	
                Target: This is the targeted level of
      Ameren EPS and, as applicable, business segment contribution to Ameren EPS
      achievement.

              


      

      


      
        	
                3.  

              	
                Maximum: This level shares
      higher rewards in years of outstanding financial
      performance.  This level will be very difficult to achieve, but
      in years of outstanding performance, Officers will share in Ameren’s
      success.

              


      

      


      Core
Award

      Following
the conclusion of the plan year, Ameren’s EPS and business segment EPS
contributions to Ameren’s EPS will be measured .  Achievement
levels may be adjusted to include or exclude specified items of an unusual or
non-recurring nature as determined by the Committee at its sole discretion and
as permitted by the Ameren Corporation 2006 Omnibus Incentive Compensation Plan
(“Plan”).  Using these performance results, a formulaic core award
will be determined for each Officer.  This core award will then be
subject to modification based on the Officer’s individual performance as
described below.

      


      Individual
Performance Modifier

      The core
award for each Officer may be adjusted up by as much as 50% or down by as much
as 50%, based on the Officer's individual contributions and performance during
the plan year.    Demonstrated leadership and the
achievement of key operational goals will be considered when modifying the core
award for each Officer.

      


      Individual
Incentive Payout

      The
individual incentive payout represents the actual incentive award an Officer
will receive as a result of both Ameren’s performance and the Officer’s own
individual performance.  Subject to the terms described herein, the
maximum payout under the EIP is 200% of the Officer's target incentive
opportunity with the ability to pay zero for poor or
non-performance.

      


      EIP
PAYOUT

      Awards
will be paid by March 15, 2010.  The core award will be calculated
based on an eligible Officer’s salary as of December 31, 2009 (or at the time of
eligible termination, if earlier).  Awards will be prorated based on
the amount of time worked during the plan year for eligible Officers who: (1)
are hired or become Officers after the plan year
begins; (2) terminate employment on account of retirement, disability or
death during the plan year; or (3) are
involuntarily terminated during the plan year as a result of a reduction in
force, elimination of position, or change in strategic demand.

      


      The
Committee will review and has the authority to approve the final amount of
payment. The final payment granted is final and conclusive and not subject to
review.

      


      CONTACT

      Questions
regarding this plan may be directed to the Manager, Compensation &
Performance.

       

       

        
          

        

      

      People
are the Foundation of our Success and the Key to Achieving our
Vision

      
        Page  2
– Executive Incentive Plan for Officers

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

ADMINISTRATION

      This
EIP and the employee’s rights hereunder are subject to all the terms and
conditions of the Plan, as the same may be amended from time to time, as well as
to such rules and regulations as the Committee or its designee may adopt for
administration of the Plan.  The Committee, or its designee, is
authorized to administer, construe and make all determinations necessary or
appropriate to the administration of this EIP, all of which will be binding upon
participants.  If any provision of this EIP conflicts in any manner
with the Plan, the terms of the Plan shall control.

      


      MISCELLANEOUS

      No
employee shall have any claim or right to receive an award under this
EIP.  Neither this EIP nor any action taken hereunder shall be
construed as giving an employee any right to be retained by Ameren Corporation
or any of its subsidiaries.  For purposes of this EIP, the transfer of
employment by an employee between subsidiaries shall not be deemed a termination
of the employee’s employment.

       

       

        
          

        

      

      People
are the Foundation of our Success and the Key to Achieving our
Vision

      
        Page 3 –
Executive Incentive Plan for Officers