Preview | Performance Share Unit Award Agreement |

Ameren Corporation

Performance Share Unit Award Agreement

THIS AGREEMENT, effective ____________, 2006, represents the grant of Performance Share Units by Ameren Corporation (the Company), to the Participant named below, pursuant to the provisions of the Ameren Corporation 2006 Omnibus Incentive Compensation Plan (the Plan). This Award is expressly conditioned on shareholder approval of the Plan, and this Award shall be forfeited if shareholders do not approve the Plan. The number of Shares ultimately earned and paid, if any, for such Performance Share Units will be determined pursuant to Section 3 of this Agreement.

The Plan provides a complete description of the terms and conditions governing the Performance Share Units. If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the Plans terms will completely supersede and replace the conflicting terms of this Agreement. All capitalized terms will have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein. The parties hereto agree as follows:

1. Grant Information. The individual named below has been selected to be a Participant in the Plan, as specified below:

(a) Participant: _________________

(b) Target Number of Performance Share Units: _____

2. Performance Period. The performance period begins on January 1, 2006, and ends on December 31, 2008 (Performance Period).

3. Performance Grid. The number of Performance Share Units earned by the Participant under this Agreement will be determined in accordance with the following grid. If the actual performance results fall between two of the categories listed below, straight-line interpolation will be used to determine the amount earned. Payouts that otherwise would have been more than 100% of Target will be capped at Target if the Companys total shareholder return (TSR) is negative over the three-year period. TSR shall be calculated in the manner set forth in Exhibit 1 hereto and compared to the peer group identified in Exhibit 1.

Amerens Percentile in Total Shareholder Return vs. Utility Peers During the Performance Period	PayoutPercent of Target Performance Share Units Granted
90^th percentile +	200%
70^th percentile	150%
50^th percentile	100%
30^th percentile	50%
<30^th percentile but Earnings Per Share in each year of the Performance Period is $2.54 or greater	30%
<30^th percentile and Earnings Per Share in each year of the Performance Period is not $2.54 or greater	0% (no payout)

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:

End of Preview

Home Intelligence Services Subscriptions News About Us