SEPARATION AND RELEASE AGREEMENT

 

                                   SEPARATION

                                       AND

                                RELEASE AGREEMENT

 

     THIS SEPARATION AND RELEASE   AGREEMENT   ("Agreement") is entered into as of

this 17th day of September, 2004, by and between Garry L. Randolph ("Employee"),

an individual   residing in the State of Missouri,   and Ameren   Services   Company

("Ameren"), a Missouri corporation, on behalf of itself and its subsidiaries and

affiliates.

 

                                     RECITALS

                                    --------

 

     A.   Employee   has been an employee   and officer of Ameren and an officer of

certain of Ameren's affiliated companies and entities.

 

     B.   Employee's   employment   with Ameren,   and all of its   subsidiaries   and

affiliated companies and entities,   will cease as of December 31, 2004, at which

time Employee shall retire.

 

     C.   Employee   and   Ameren   desire to end their   relationship   in a mutually

agreeable and satisfactory manner.

 

     D. Employee and Ameren desire to agree upon   provisions for the termination

of the employment   arrangement,   and provide for the   termination of all duties,

responsibilities, and compensation requirements of both parties.

 

     NOW,   THEREFORE,   for good and   valuable   consideration,   the   receipt   and

sufficiency   of   which is   hereby   acknowledged,   the   parties   hereto   agree as

follows:

 

     1.    Cessation of Duties as an Employee; Consulting Services.

 

          (a)   Employee will cease being   employed by   Ameren, and shall retire,

effective   at the close of   business   on   December   31,   2004 (the   "Termination

Date"), thereby terminating as of that date all further obligations of Ameren to

him,   of whatever   kind and   nature,   including   all forms of   compensation   and

benefits that otherwise   might have been due to the Employee   because of holding

any   employment or other   position with Ameren or its   affiliated   companies and

entities, except such compensation and benefits as are expressly provided for in

this Agreement.   As of the Termination Date, Employee resigns from his positions

as an officer of Ameren and all affiliated   companies and entities.   Through the

Termination   Date Employee shall perform such duties as shall be assigned to him

by Ameren,   and Paragraphs 2 and 3 of this Agreement   shall be effective only in

the event Employee performs such duties to the satisfaction of Ameren.

 

          (b) For the twelve-month   period beginning   January 1, 2005 and ending

December   31, 2005,   Employee   shall render   consulting   services to Ameren,   in

accordance with the terms of the Consulting Agreement attached hereto as Exhibit

B.

 

     2.    Restricted Stock.    Employee has been awarded   Restricted Shares under

the Ameren Corporation   Long-Term Incentive Plan of 1998 (the "Incentive Plan"),

as defined and set forth in those   Restricted   Stock Awards under the   Incentive

Plan and Notices of Restricted

 

 

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Stock Award   previously   granted to Employee   (the   "Awards"),   and dividends on

Restricted   Shares have been   reinvested in additional   Restricted   Shares.   The

Restrictions, as defined in the Awards, shall lapse on the Employee's Restricted

Shares   in   accordance   with   and   to the   extent   provided   in   the   applicable

provisions   of the Awards as if the   Employee's   employment   with Ameren had not

terminated.   Except as otherwise   provided in this Paragraph 2, the   provisions,

terms and   conditions   of the   Incentive   Plan and the Awards shall   continue in

effect with respect to the Employee and his Restricted Shares.

 

     3.    Stock   Options.   In   accordance   with   their   terms,    the   Employee's

outstanding   options to purchase   shares of common   stock of Ameren   Corporation

which were granted   under the   Incentive   Plan or a   substantially   similar plan

previously   adopted   by Union   Electric   Company,   whether   otherwise   vested or

unvested on the Termination Date, may be exercised within thirty-six (36) months

after the   Termination   Date;   provided,   however,   that no such   option   may be

exercised   after the expiration   date set forth in the   applicable   stock option

agreement   therefor.   At the end of such   thirty-six   (36) month   period (or, if

earlier,   the expiration   for any such option),   any   unexercised   options shall

terminate and cease to be exercisable.

 

     4.    Retiree   Medical   Coverage.   From   and   after   the   Termination   Date,

Employee   and his   eligible   dependents   shall be   entitled   to retiree   medical

coverage under the Ameren Group Medical Plan (the "Medical Plan"), in accordance

with the   provisions,   terms and   conditions   thereof,   subject   to the right of

Ameren Corporation to amend or terminate the Medical Plan at any time.

 

     5.    Salary, Vacation Pay and Annual Bonus.

 

          (a) On the   Termination   Date,   Employee shall be paid any accrued but

unpaid salary and vacation pay, subject to applicable   federal,   state and local

withholding taxes.

 

          (b)   Employee   shall receive an annual bonus under the 2004   Executive

Incentive Plan, determined and payable as provided in Exhibit A hereto,   subject

to applicable federal, state and local withholding taxes.

 

     6.    Benefit   Plans.   Employee   acknowledges   that   except as   provided   in

Paragraphs 2, 3, 4 and 5 of this Agreement and Exhibit A hereto, Employee is not

entitled to any payments or benefits under any employee benefit plan (as defined

in this Paragraph 6) of Ameren or its affiliates, including, without limitation,

the Ameren   Corporation   Change in Control   Plan and the Ameren   Severance   Plan

(collectively, the "Plans").

 

     With   respect to Plan   amounts   set forth on Exhibit   A,   unless   otherwise

explicitly   stated,   such   amounts   have   been   determined   consistent   with the

respective   Plan   provisions and   consistent   with Ameren's   normal   practice in

determining such benefit amounts.   If Ameren becomes aware of any discrepancy in

any   amount   set forth in   Exhibit A, it will   immediately   notify   Employee   in

writing of such discrepancy and make an appropriate adjustment, whether positive

or negative, to the respective Plan account balance.

 

     "Employee benefit plan" means each deferred compensation and each incentive

compensation,   stock purchase,   stock option and other equity compensation plan,

program,   agreement or arrangement;   each severance or termination pay, medical,

surgical,   hospitalization,

 

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life insurance and other   "welfare" plan, fund or program (within the meaning of

Section 3(1) of Title I of the Employee   Retirement   Income Security Act of 1974

("ERISA");   each   profit-sharing,   stock bonus or other   "pension" plan, fund or

program   (within   the   meaning   of   Section   3(2)   of   Title I of   ERISA);   each

employment,   termination or severance agreement; and each other employee benefit

plan, fund, program, agreement or arrangement,   in each case, that is sponsored,

maintained or   contributed   to or required to be   contributed to by Ameren or by

any of its   affiliates,   or to which Ameren or any of its   affiliates   is party,

whether written or oral, for the benefit of the Employee.

 

     7.    General and Full Release. Effective upon the date of execution of this

Agreement, subject to the revocation period provided for below in this Paragraph

7, (a) the Employee expressly waives any claim, demand or right to reinstatement

or rehiring to any position or relationship with Ameren, or any other subsidiary

or affiliate of Ameren, now and in the future, and (b) on behalf of himself, his

heirs and assigns and for the consideration provided for in this Agreement,   the

Employee hereby releases,   settles, and forever discharges Ameren, its officers,

directors, shareholders,   employees, agents, representatives and successors, and

each   of its   subsidiaries   and   affiliates   and   the   officers   and   directors,

shareholders,   agents   and   representatives   of each,   and any   related   entity,

including   the Plans and each   administrator,   trustee and   fiduciary   under the

Plans   (collectively   referred to as the   "Releasees")   from any and all claims,

complaints, actions, rights, demands, damages, or any liability of whatever kind

or nature (including attorneys' fees and costs actually incurred), whether known

or unknown, including, but without limiting the generality of the foregoing, (i)

except as provided in Paragraph 6 and in Exhibit A, any claim   arising under the

Plans, (ii) any claim pursuant to or under the Age   Discrimination in Employment

Act, Title VII of the Civil Rights Act of 1964, the Americans with   Disabilities

Act, the   Rehabilitation   Act of 1973, the Equal Pay Act, the Family and Medical

Leave Act,   the Employee   Retirement   Income   Security   Act   (ERISA),   42 U.S.C.

ss.ss.1981,   et seq., the Missouri   Human Rights Act (R.S.Mo.,   Chapter 213, et.

seq.), the Missouri Service Letter Statute (R.S.Mo.   ss.290.140), or pursuant to

any employment   discrimination laws of any federal,   state, or local government,

(iii) any claim based upon contract,   direct or implied, or upon a tort claim of

any kind,   relating to or arising from   employment   with   Ameren,   or any of its

subsidiaries   or   affiliated   entities,   or   (iv)   any   claim   relating   to   the

resignation   or   termination   of the Employee   from   employment   by and from any

position   with Ameren or any   subsidiary   or   affiliated   entity of Ameren.   The

Employee   further   understands   that the payments   and benefits   provided to the

Employee   in this   Agreement   constitute   full   consideration   for the   complete

release and   discharge by the Employee of all claims and actions   against any of

the   Releasees   that can be lawfully   released and waived,   of whatever   kind or

nature,   whether arising or pursuant to a federal,   state or local law, statute,

ordinance or   regulation,   or otherwise   arising by contract,   by law, or in any

manner.

 

     Employee   expressly   agrees,   acknowledges   and   understands   that: (A) the

consideration   set   forth   in   Paragraphs   2 and 3 and,   in   part,   5(b) of this

Agreement is consideration   that he is not otherwise entitled to and is given in

exchange   for the   release   contained   in   this   Paragraph   7 and for the   other

promises   contained in this   Agreement;   (B) he is waiving any and all rights or

claims arising under the Age   Discrimination in Employment Act; (C) he has been,

and is hereby,   advised by Ameren to consult with an attorney prior to executing

the Agreement;   (D) he has been given a period of at least   twenty-one (21) days

within   which to   consider   the   Agreement;   (E) the   Agreement   does not become

effective or enforceable until seven (7) days after he executes it

 

 

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or, if later,   seven (7) days   after the end of the   twenty-one   (21) day period

described   in clause (D);   (F) he may revoke the   Agreement at any time prior to

the end of the applicable   seven (7) day period described in clause (E); and (G)

he shall not be entitled to any payments or benefits   under this Agreement if he

revokes it in accordance with clause (F).

 

     Notwithstanding   the release given by Employee in this paragraph 7, nothing

in this Agreement shall be deemed to limit:

 

          (a) Any right of   indemnification to which Employee might otherwise be

entitled pursuant to the Articles of Incorporation of Ameren; and

 

          (b)   Any fiduciary insurance, director and officer liability insurance

coverage, and any other liability insurance coverage provided by Ameren.

 

     Ameren,   for itself and all of its   subsidiaries   and   affiliated   entities

(collectively   referred   to as   "Releasors"),   does hereby   remise,   release and

forever   discharge   Employee   and all of his   personal   representatives,   heirs,

devisees,   agents and assigns (collectively referred to as "Employee Releasees")

of and from any and all claims,   complaints,   actions, rights, demands, damages,

claims for   indemnity or   contribution,   or any   liability   of whatever   kind or

nature (including attorneys' fees and costs actually incurred), whether known or

unknown,   including,   but without   limiting   the   generality   of the   foregoing,

anything relating to or arising from Employee's   employment by Ameren and/or its

subsidiaries or affiliates for the benefit of one or more of them, or Employee's

actions   as an   employee,   officer,   director   or   shareholder   of   Ameren,   its

subsidiaries or affiliates, arising prior to the Effective Date.

 

     In   agreeing   to the   respective   release   of   claims   set   forth   in   this

paragraph, Employee does not waive any rights or claims that may arise after the

date this   Agreement   is executed and Ameren does not waive any rights or claims

that may arise on or after the date this Agreement is executed.

 

     8.    Confidentiality.   Employee   agrees   not to   disclose   or use   for   his

account or for the benefit of any third party,   now or in the future,   any trade

secrets, marketing, financial, management,   personnel, hiring, salary, know-how,

ideas, or any other information   concerning Ameren or any of its subsidiaries or

related entities   (collectively,   the "Confidential   Information"),   whether the

Employee   has such   information   in his memory or   embodied   in writing or other

physical form. Further, Employee agrees not to divulge or release this Agreement

or its contents, except to his attorney, financial advisor, or immediate family,

provided they agree to keep this document and its contents confidential, and not

disclose it to anyone   except   pursuant to a valid court   subpoena.   Information

that is or   becomes   publicly   available   through no   wrongful   act or breach of

obligation by Employee shall not be deemed to be   Confidential   Information.   In

the event the Employee   receives a court subpoena   requiring the release of this

Agreement or its content or any   Confidential   Information,   the   Employee   will

notify   Ameren   sufficiently   in advance of the date for the   disclosure of such

information   in order to enable   Ameren to contest   the   subpoena   and   Employee

agrees to cooperate with Ameren in any court proceeding involving the release of

Confidential Information pursuant to such subpoena.

 

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     9.    Non-Disparagement.     Employee agrees that he will not make any public

statement   which   would   adversely   affect the   business   of Ameren or any other

related entity of Ameren, in any manner, at any time, even beyond the date after

which   Employee   will   receive no further   compensation   or benefits of any kind

pursuant to the provisions of this   Agreement.   The Employee agrees that he will

not   publicly   disparage,   criticize   or speak   negatively   about   Ameren or its

subsidiaries   and   affiliates,   or   their   decisions   or   actions,   about   their

products,   services or   operations,   about any of their past,   present or future

directors,   officers or employees or any of their actions or decisions, or about

its customers.   Ameren and any of its   subsidiaries and affiliates will not, and

shall take all necessary or   appropriate   action to ensure that the officers and

directors   of   Ameren   and any of its   subsidiaries   and   affiliates   will   not,

disparage,   criticize or speak negatively   about the Employee,   his work, or the

decisions he made while employed by Ameren or any of its related   entities.   The

parties   agree   that   the   Employee   shall   refer   any   and all   inquiries   from

prospective employers solely to Donna K. Martin.

 

     10.   Non-Solicitation.     Employee will not, directly or indirectly, either

for his own account or for the account of any other entity or person, (i) induce

or attempt to induce any employee of Ameren or an affiliated entity to leave the

employ of such entity,   (ii) in any way interfere with the relationship   between

Ameren and its   affiliates   and any   employee of such   entity,   (iii)   employ or

otherwise   engage as an   employee,   independent   contractor,   or   otherwise   any

employee of Ameren or an affiliated   entity, or (iv) induce or attempt to induce

any   customer,   supplier,   licensee,   or   business   relation   of   Ameren   or   an

affiliated   entity   to   cease   doing   business   with the   entity,   or in any way

interfere with the relationship   between any customer,   supplier,   licensee,   or

business relation of Ameren or an affiliated entity.

 

     11.   Remedies.     The Employee and Ameren respectively acknowledge that the

other party would be greatly injured by, and have no adequate remedy at law for,

breach of his or its obligations under Paragraphs 8, 9 and 10 of this Agreement.

Accordingly,   each of the parties   agrees that wherever such breach occurs or is

threatened,   the other party may, in addition to all other remedies available to

it, enjoin the party committing such breach or threatened   breach (together with

all persons   acting with such party from such breach or threatened   breach).   In

each case,   the losing party shall pay the court costs,   attorney fees and other

expenses of the prevailing party in enforcing its rights under this Agreement.

 

     12.   Governing Law and Third Party Benefit.   Employee and Ameren agre