Exhibit 10.2
AMEREN DEFERRED COMPENSATION
PLAN
2008 Document
WHEREAS, Ameren
Corporation (“Ameren”) previously established the
Ameren Corporation Deferred Compensation Plan (“Plan”)
for certain of its employees; and
WHEREAS, Ameren
previously established the Ameren Corporation Executive Incentive
Compensation Program Elective Deferral Provisions for Members of
the Ameren Leadership Team (“EIC Plan”); and
WHEREAS,
effective January 1, 2005, Ameren began administering both the Plan
and the EIC Plan with respect to amounts deferred on and after
January 1, 2005 in accordance with the requirements of Section 409A
of the Internal Revenue Code of 1986, as amended
(“Code”); and
WHEREAS,
effective January 1, 2007, Ameren merged the portions of the EIC
Plan into the Plan which relate to post-2004 deferrals and restated
the Plan; and
WHEREAS,
effective January 1, 2008, Ameren desires to amend the Plan to
incorporate provisions consistent with the final regulations
promulgated under Code Section 409A; and
WHEREAS, with
respect to a participant who had any deferral under the Plan or the
EIC Plan after December 31, 2004, Ameren desires to eliminate the
“409A grandfathering” of such participant’s
pre-2005 deferrals so that all deferrals under the Plan and the EIC
Plan of such a participant shall be administered in accordance with
Code Section 409A;
NOW, THEREFORE,
Ameren hereby clarifies that the provisions of this Plan apply to
all amounts deferred under the Plan and the EIC Plan (pre-2005
deferrals and post-2004 deferrals) of a participant who made
deferrals on or after January 1, 2005, and effective January 1,
2008, the Plan is restated as follows:
