Amerens Percentile in Total Shareholder Return vs. Utility Peers During the Performance Period

4.        Calculation of Earned Performance Share Units. The Committee, in its sole discretion, will determine the number of Performance Share Units earned by the Participant at the end of the Performance Period based on the performance of the Company, calculated using the performance grid set forth in Section 3 of this Agreement.

 

5.        Vesting of Performance Share Units. Subject to provisions set forth in Section 9 of this Agreement related to a Change of Control (as defined in the Amended and Restated Ameren Corporation Change of Control Severance Plan (“the Change of Control Severance Plan”)) of the Company and Section 10 relating to termination for Cause (as defined in the Change of Control Severance Plan), the Performance Share Units will vest as set forth below:

 

(a)

Provided the Participant has continued employment through such date, one hundred percent (100%) of the earned Performance Share Units will vest on December 31, 2008; or

 

(b)

Provided the Participant has continued employment through the date of his death and such death occurs prior to December 31, 2008, the Participant will be entitled to a prorated award based on the Target Number of Performance Share Units set forth in Section 1(b) of this Agreement plus accrued dividends, with such prorated number equal to the total number of days the Participant worked during the Performance Period; or

 

(c)

Provided the Participant has continued employment through the date of his Disability (as defined in Code Section 409A), and such Disability occurs prior to December 31, 2008, one hundred percent (100%) of the Performance Share Units he would have earned had he remained employed by the Company for the entire Performance Period will vest on December 31, 2008; or

 

(d)

Provided the Participant has continued employment through the date of retirement (as described below) and such retirement occurs before December 31, 2008, the following vesting schedule shall be applicable to the Performance Share Units:

 

(i)

If the Participant retires at an age of 55 to 61 with five (5) years of service— the Participant is entitled to receive a prorated portion of the Performance Share Units that would have been earned had the Participant remained employed by the Company for the entire Performance Period, based on the actual performance of the Company during the entire Performance Period, with the prorated number equal to the total number of days the Participant worked during the Performance Period; or

 

(ii)

If the Participant retires after reaching age 62 with five (5) years of service— the Participant is entitled to receive one hundred percent (100%) of the Performance Share Units that would have been earned had the Participant remained employed by the Company for the entire Performance Period based on the actual performance of the Company during the entire Performance Period.

 

Termination of employment during the Performance Period for any reason other than death, Disability, retirement as described above, or on or after a Change of Control in accordance with Section 9 will require forfeiture of this entire award, with no payment to the Participant.

 

 

 

 

6.        Form and Timing of Payment. All payments of vested Performance Share Units pursuant to this Agreement will be made in the form of Shares. Except as otherwise provided in this Agreement, payment will be made upon the earliest to occur of the following:

 

(a)

January 1, 2011 or as soon as practicable thereafter;

 

(b)

The Participant’s death;

 

(c)

Disability:

 

(i)

If the Participant becomes disabled during the Performance Period, January 1, 2009 or as soon as practicable thereafter.

 

(ii)

If the Participant becomes disabled after the Performance Period, upon the Participant’s Disability.

 

(d)

Retirement as described in Section 5(d):

 

(i)

If the Participant retires during the Performance Period, January 1, 2009 or as soon as practicable thereafter.

 

(ii)

If the Participant retires after the Performance Period, upon the Participant’s retirement.

 

If, however, the Participant is a “Key Employee” (as defined in Code Section 409A) on the date of his retirement distribution of the Shares shall be made no earlier than the date six (6) months following the date of the Participant’s retirement. Notwithstanding the foregoing, if the final regulations to Code Section 409A prevent Participants who retire from receiving payment of their Shares as set forth above in 6(d), the Participant shall receive such payment as set forth in Section 6(a)(b) or (c), as applicable.

 

7.         Right as Shareholder. Except as specifically set forth in this Agreement, the Participant shall not have voting or any other rights as a shareholder of the Company with respect to Performance Share Units. The Participant will obtain full voting and other rights as a shareholder of the Company upon the payment of the Performance Share Units in Shares as provided in Section 6 or 9.

 

8.         Dividends. The Participant shall be entitled to receive dividend equivalents, which represent the right to receive cash payments or Shares measured by the dividend payable with respect to the corresponding number of Performance Share Units. Dividend equivalents on Performance Share Units will accrue and be reinvested into additional Performance Share Units throughout the three-year Performance Period. The additional Shares will be paid as set forth in Section 6 or 9 of this Agreement. During the two-year period following the Performance Period, dividend equivalents will be paid on earned Performance Share Units on a current basis. The dividend equivalents will be paid to the Participant at the end of each calendar quarter with such payment equal to any dividend declared by the Company during such calendar quarter, multiplied by the number of earned Performance Share Units held by the Participant pursuant to this Agreement.

 

 

Upon such a Change of Control that occurs after December 31, 2008, the Participant will receive an immediate distribution of cash equal to the value of one Share based on the closing price on the New York Stock Exchange on the last trading day prior to the date of the Change of Control multiplied by the earned Performance Share Units.

 

(b)       Company Continues to Exist. If there is a Change of Control of the Company but the Company continues in existence and remains a publicly traded company on the New York Stock

 

 

 

 

(i)   As set forth in Section 6 (“Form and Timing of Payments”) of this Agreement; or

 

(ii)   If the Participant experiences a qualifying termination (as defined in Section 9(c)) during the two-year period following the Change of Control and the termination occurs prior to January 1, 2009, one hundred percent (100%) of the Performance Share Units he would have earned had he remained employed for the entire Performance Period will vest on December 31, 2008 and the vested Performance Share Units will be paid in Shares on January 1, 2009 or as soon as practicable thereafter. If the Participant experiences a qualifying termination during the two-year period following the Change of Control but the termination occurs after December 31, 2008, the Participant will receive an immediate distribution of the earned Shares. Notwithstanding the foregoing, to the extent required by Code Section 409A, distribution of the Shares shall be made no earlier than the date six (6) months following the date of the Participant’s termination of employment.

 

(c)       Qualifying Termination. For purposes of Sections 9(a)(v) and 9(b)(ii), a qualifying termination means (i) an involuntary termination without Cause, (ii) for Change of Control Severance Plan participants, a voluntary termination of employment for Good Reason (as defined in the Change of Control Severance Plan) or (iii) a voluntary termination that qualifies for severance under the Ameren Corporation Severance Plan for Management Employees (as in effect immediately prior to the Change of Control).

 

(d)       Termination in Anticipation of Change of Control. If a Participant qualifies for benefits as provided in the last sentence of Section 4.1 of the Change of Control Severance Plan, or if a Participant is not a Participant in the Change of Control Severance Plan but is terminated within six (6) months prior to the Change of Control and qualifies for severance benefits under the Company’s general severance plan and the Participant’s termination of employment occurs before December 31, 2008, then the Participant shall receive (i) upon a Change of Control described in Section 9(a), an immediate cash payout equal to the value of one Share based on the closing price on the New York Stock Exchange on the last trading day prior to the date of the Change of Control multiplied by the sum of the Target Number of Performance Share Units awarded as set forth in Section 1(b) of this Agreement plus the additional Performance Share Units attributable to accrued dividends or (ii) upon a Change of Control described in Section 9(b), the payout provided for in Section 9(b).

 

10.        Termination for Cause. Termination of employment for Cause at any time prior to payout of the Shares will require forfeiture of the entire Performance Share Unit Award, with no distribution of any Shares to the Participant.

 

11.        Nontransferability. Performance Share Units awarded pursuant to this Agreement may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated (a “Transfer”) other than by will or by the laws of descent and distribution, except as provided in the Plan. If any Transfer, whether voluntary or involuntary, of Performance Share Units is made, or if any attachment, execution, garnishment, or lien will be issued against or placed upon the Performance Share Units, the Participant’s right to such Performance Share Units will be immediately forfeited to the Company, and this Agreement will lapse.

 

 

 

12.        Requirements of Law. The granting of Performance Share Units under the Plan will be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

 

13.        Tax Withholding. The Company will have the power and the right to deduct or withhold, or require the Participant or the Participant’s beneficiary to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Agreement.

 

14.        Stock Withholding. With respect to withholding required upon any taxable event arising as a result of Performance Share Units granted hereunder, the Company, unless notified otherwise by the Participant in writing within thirty (30) days prior to the taxable event, will satisfy the tax withholding requirement by withholding Shares having a Fair Market Value or, in the case of dividends payable after December 31, 2008, cash equal to the total minimum statutory tax required to be withheld on the transaction. The Participant agrees to pay to the Company, its Affiliates, and/or its Subsidiaries any amount of tax that the Company, its Affiliates, and/or its Subsidiaries may be required to withhold as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described.

 

15.        Administration. This Agreement and the Participant’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 may adopt for administration of the Plan. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which will be binding upon the Participant.

 

16.        Continuation of Employment. This Agreement will not confer upon the Participant any right to continuation of employment by the Company, its Affiliates, and/or its Subsidiaries, nor will this Agreement interfere in any way with the Company’s, its Affiliates’, and/or its Subsidiaries’ right to terminate the Participant’s employment at any time.

 

17.        Amendment to the Plan. The Plan is discretionary in nature and the Committee may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment, or modification of the Plan may in any way adversely affect the Participant’s rights under this Agreement, without the Participant’s written approval.

 

18.        Amendment to this Agreement. The Company may amend this Agreement in any manner, provided that no such amendment may adversely affect the Participant’s rights hereunder without the Participant’s written approval.

 

19.        Successor. All obligations of the Company under the Plan and this Agreement, with respect to the Performance Share Units, will be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substan-tially all of the business and/or assets of the Company.

 

    20.        Severability. The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions will nevertheless be binding and enforceable.

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