8-KLeadership ChangesExhibits & Filings

AMEREN CORP 8-K Report, Executive Changes (Oct 14, 2009)

Filed October 14, 2009For Securities:AEE

Summary

Ameren Corporation (AEE) has filed an 8-K detailing amendments to its executive compensation plans, specifically the Ameren Deferred Compensation Plan and the Change of Control Severance Plan. The amendments to the Deferred Compensation Plan, effective January 1, 2010, introduce a "401(k) Restoration Benefit" for executive officers and key employees whose compensation exceeds IRS limits. This benefit allows for additional deferrals of salary and incentive awards, with Ameren providing a company match, aiming to retain top talent and compensate them comparably to those not affected by the IRS compensation cap. The company also modified the interest crediting rates for deferred compensation, linking them to a percentage of the applicable federal long-term rate (AFR), and specified how these rates will apply in the event of a "Change of Control." Furthermore, the amendments to the Change of Control Severance Plan, effective October 9, 2009, exclude new participants from receiving certain excise tax reimbursements, potentially reducing future liabilities for the company in such events.

Key Highlights

  • 1Ameren amended its Deferred Compensation Plan, effective January 1, 2010, to include a new "401(k) Restoration Benefit" for eligible officers and key employees.
  • 2The 401(k) Restoration Benefit allows participants to defer compensation exceeding IRS limits, with Ameren offering a matching contribution to their deferred accounts.
  • 3Interest crediting rates for new deferrals under the Deferred Compensation Plan have been revised to 120% of the applicable federal long-term rate (AFR), compounded annually.
  • 4A "Change of Control" event will also trigger an interest factor of 120% of the AFR for amounts deferred from January 1, 2010, onward.
  • 5Distributions from the Amended Deferred Compensation Plan can be taken as a lump sum or in installments over 5, 10, or 15 years.
  • 6Ameren's Change of Control Severance Plan was amended to exclude new participants (eligible on or after October 1, 2009) from receiving certain excise tax reimbursement and gross-up payments.
  • 7The amendments aim to enhance executive compensation competitiveness and potentially reduce future liabilities related to change of control scenarios.

Frequently Asked Questions

The primary purpose is to enhance Ameren's ability to attract and retain executive officers and key employees by allowing them to defer compensation that would otherwise be limited by IRS regulations (the "401(k) Restoration Benefit"). It also aims to provide a competitive compensation structure by adjusting interest crediting rates for deferred amounts.

Eligible officers can defer a percentage of their salary and incentive awards that exceed the IRS compensation limit. Ameren will provide a matching credit to these deferred accounts: 100% of the first 3% deferred and 50% of the next portion up to a total of 6% deferred. These funds are treated as "deemed investments" within bookkeeping accounts.

For deferrals made with respect to plan years commencing on or after January 1, 2010, the interest crediting rate will be 120% of the applicable federal long-term rate (AFR) for the December preceding the year of deferral, compounded annually. This rate also applies in the event of a 'Change of Control' for those same deferrals.

For individuals who become eligible for the Change of Control Severance Plan on or after October 1, 2009, they will no longer receive certain reimbursement and gross-up payments related to excise taxes that might be imposed on their severance benefits. This change aims to mitigate potential future financial obligations for Ameren in change of control situations.