UNION ELECTRIC COMPANY
CHANGE OF CONTROL SEVERANCE PLAN
The Board of Directors of Union Electric Company recognizes that, as is the case with many publicly held
corporations, there exists the possibility of a Change of Control of the Company. This possibility and the
uncertainty it creates may result in the loss or distraction of senior executives of the Company, to the detriment of
the Company and its shareholders.
The Board considers the avoidance of such loss and distraction to be essential to protecting and enhancing the
best interests of the Company and its shareholders. The Board also believes that when a Change of Control is
perceived as imminent, or is occurring, the Board should be able to receive and rely on disinterested service from
senior executives regarding the best interests of the Company and its shareholders, without concern that senior
executives might be distracted or concerned by the personal uncertainties and risks created by the perception of
an imminent or occurring Change of Control.
In addition, the Board believes that it is consistent with the Company's employment practices and policies and in
the best interests of the Company and its shareholders to treat fairly its employees whose employment terminates
in connection with or following a Change of Control.
Accordingly, the Board has determined that appropriate steps should be taken to assure the Company of the
continued employment and attention and dedication to duty of its senior executives and to seek to ensure the
availability of their continued service, notwithstanding the possibility, threat or occurrence of a Change of Control.
Therefore, in order to fulfill the above purposes, the following plan has been developed and is hereby adopted.
ESTABLISHMENT OF PLAN
As of the Effective Date, the Company hereby establishes a separation compensation plan known as Union
Electric Company Change of Control Severance Plan, as set forth in this document.