Common use of Vesting of Performance Share Units Clause in Contracts

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 Second Amended and Restated Ameren Corporation Change of Control Severance Plan, as amended (“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, 2012; or (b) Provided the Participant has continued employment through the date of his death and such death occurs prior to December 31, 2012, 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 as of the date of his death, with such prorated number based upon 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, 2012, 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, 2012; or (d) Provided the Participant has continued employment through the date of retirement (as described below) and such retirement occurs before December 31, 2012, 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 based upon 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.

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 Second Amended and Restated Ameren Corporation Change of Control Severance Plan, as amended (the “the Change of Control Severance Plan”)) of the Company and Section 10 of this Agreement 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, 20122014; or (b) Provided the Participant has continued employment through the date of his death and such death occurs prior to December 31, 20122014, 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 as of the date of his death, with such prorated number based upon 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, 20122014, 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, 20122014, based on the actual performance of the Company during the entire Performance Period; oror 1 GAAP EPS achievement levels could be adjusted to include or exclude specified items of an unusual or non recurring nature as determined by the Committee at its sole discretion and as permitted by the Plan. (d) Provided the Participant has continued employment through the date of retirement (as described below) and such retirement occurs before December 31, 20122014, the following vesting schedule shall be applicable to the Performance Share Units: (i) If the Participant retires at an age of 55 to 61 or greater with five (5) or more years of serviceservice (as defined in the Ameren Retirement Plan, as supplemented and amended from time to time) and is not otherwise described in paragraph (ii) below— 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 based upon the total number of days the Participant worked during the Performance Period; or (ii) If the Participant retires after reaching age 62 with five ten (510) or more years of serviceservice (as defined in the Ameren Retirement Plan, as supplemented and amended from time to time)— 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.

Vesting of Performance Share Units. Subject to provisions set forth in Section 9 The period of this Agreement related to a Change time between the date of Control (as defined grant specified in the Second Amended award notice (the “Grant Date”) and Restated Ameren Corporation Change the vesting of Control Severance Plan, as amended (“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 (and the termination of restrictions thereon) shall be referred to herein as set forth belowthe “Performance Period.” The Performance Share Units shall become vested as follows: (a) Provided On January 17, 2015 (the Participant has continued employment through such date“Vesting Date”), one hundred percent (100%) a number of the earned Performance Share Units will shall vest based on December 31the extent to which the Company has satisfied the performance condition set forth on Attachment I to this Agreement, 2012; orprovided that Employee is continuously employed by the Company in an Eligible Position (as defined below) through the Vesting Date and has not experienced a Termination of Employment as of such date. (b) Provided If Employee’s Termination of Employment (as defined below) occurs due to Retirement (as defined below), Disability (as defined below) or death (each, a “Qualifying Termination”) on or after the Participant has continued employment through first anniversary of the date of his death and such death occurs prior to December 31Grant Date, 2012, the Participant will be entitled to a prorated award based then on the Target Number Vesting Date Employee shall vest in the number of Performance Share Units set forth in Section 1(b) of this Agreement plus accrued dividends as of the date of his death, with such prorated number based upon 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, 2012, one hundred percent (100%) of the Performance Share Units he would have earned had he remained employed determined by the Company for the entire Performance Period will vest on December 31, 2012; or (d) Provided the Participant has continued employment through the date of retirement (as described below) and such retirement occurs before December 31, 2012, the following vesting schedule shall be applicable to the Performance Share Units: multiplying (i) If the Participant retires at an age number 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 vested as determined in accordance Subsection 2(a) had Employee’s Termination of Employment not occurred and (ii) a fraction, the Participant remained employed by numerator of which is the Company for the entire Performance Period, based on the actual performance of the Company during the entire Performance Period, with the prorated number based upon the total number of days that elapsed between the Participant worked during Grant Date and the Performance Period; ordate of Employee’s Termination of Employment and the denominator of which is 730. (iic) If the Participant retires after reaching age 62 with five (5) years of service— the Participant is entitled Employee ceases to be employed in a position eligible to receive one hundred percent Performance Share Units pursuant to this Agreement (100%as determined by the Committee in its sole and absolute discretion) (an “Eligible Position”) on or after the first anniversary of the Grant Date, then on the Vesting Date Employee shall vest in the number of Performance Share Units determined by multiplying (i) the number of Performance Share Units that would have been earned vested as determined in accordance Subsection 2(a) had Employee not ceased to be employed in an Eligible Position and (ii) a fraction, the Participant remained numerator of which is the number of days that elapsed between the Grant Date and the date Employee ceased to be employed in an Eligible Position and the denominator of which is 730, provided that Employee (x) is continuously employed by the Company for through the entire Vesting Date or (y) experiences a Qualifying Termination after Employee ceases to be employed in an Eligible Position. For the avoidance of doubt, if Employee experiences a Qualifying Termination after Employee ceases to be employed in an Eligible Position, the provisions of this Subsection 2(c) shall determine the number of Performance Period based Share Units that shall vest on the actual performance of Vesting Date. If Employee ceases to be employed in an Eligible Position and then is again employed is an Eligible Position (while remaining continuously employed by the Company during the entire Performance Period. Termination of employment Company) during the Performance Period for any reason other than deathPeriod, Disability, retirement as described above, or on or after a Change of Control the numerator in accordance with Section 9 will require forfeiture clause (ii) of this entire award, with no payment Subsection 2(c) shall be equal to the Participanttotal number of days that Employee is employed in an Eligible Position during the Performance Period.

Vesting of Performance Share Units. Subject to provisions set forth in Section 9 The period of this Agreement related to a Change time between the date of Control (as defined grant specified in the Second Amended award notice (the “Grant Date”) and Restated Ameren Corporation Change the vesting of Control Severance Plan, as amended (“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 (and the termination of restrictions thereon) shall be referred to herein as set forth belowthe “Performance Period.” The Performance Share Units shall become vested as follows: (a) Provided On the Participant has continued employment through such date, one hundred percent (100%) first Friday following the first meeting of the earned Company’s Board of Directors (the “Board”) in January 2017 (the “Vesting Date”), a number of Performance Share Units will shall vest based on December 31the extent to which the Company has satisfied the performance condition set forth on Attachment I to this Agreement, 2012; orprovided that Employee is continuously employed by the Company in an Eligible Position (as defined in Section 2(c) below) through the Vesting Date and has not experienced a Termination of Employment as of such date. (b) Provided the Participant has continued employment through the date If Employee’s Termination of his death and such death occurs prior to December 31, 2012, the Participant will be entitled to a prorated award based on the Target Number of Performance Share Units set forth Employment (as defined in Section 1(b15(d) of this Agreement plus accrued dividends below) occurs due to Retirement (as of the date of his deathdefined in Section 15(c) below), with such prorated number based upon 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)15(b) below) or death (each, and such Disability occurs prior to December 31, 2012, one hundred percent (100%a “Qualifying Termination”) on or after the first anniversary of the Grant Date, then on the Vesting Date Employee shall vest in the number of Performance Share Units he would have earned had he remained employed determined by the Company for the entire Performance Period will vest on December 31, 2012; or (d) Provided the Participant has continued employment through the date of retirement (as described below) and such retirement occurs before December 31, 2012, the following vesting schedule shall be applicable to the Performance Share Units: multiplying (i) If the Participant retires at an age number 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 vested as determined in accordance Subsection 2(a) above had Employee’s Termination of Employment not occurred and (ii) a fraction, the Participant remained employed by numerator of which is the Company for the entire Performance Period, based on the actual performance of the Company during the entire Performance Period, with the prorated number based upon the total number of days that elapsed between the Participant worked during Grant Date and the Performance Period; ordate of Employee’s Termination of Employment and the denominator of which is 1095. (iic) If the Participant retires after reaching age 62 with five (5) years of service— the Participant is entitled Employee ceases to be employed in a position eligible to receive one hundred percent Performance Share Units pursuant to this Agreement (100%) as determined by the Compensation Committee of the Board (the “Committee”) in its sole and absolute discretion) (an “Eligible Position”) on or after the first anniversary of the Grant Date, then on the Vesting Date Employee shall vest in the number of Performance Share Units determined by multiplying (i) the number of Performance Share Units that would have been earned vested as determined in accordance Subsection 2(a) had Employee not ceased to be employed in an Eligible Position and (ii) a fraction, the Participant remained numerator of which is the number of days that elapsed between the Grant Date and the date Employee ceased to be employed in an Eligible Position and the denominator of which is 1095, provided that Employee (x) is continuously employed by the Company for through the entire Vesting Date or (y) experiences a Qualifying Termination after Employee ceases to be employed in an Eligible Position. For the avoidance of doubt, if Employee experiences a Qualifying Termination after Employee ceases to be employed in an Eligible Position, the provisions of this Subsection 2(c) shall determine the number of Performance Period based Share Units that shall vest on the actual performance of Vesting Date. If Employee ceases to be employed in an Eligible Position and then is again employed is an Eligible Position (while remaining continuously employed by the Company during the entire Performance Period. Termination of employment Company) during the Performance Period for any reason other than deathPeriod, Disability, retirement as described above, or on or after a Change of Control the numerator in accordance with Section 9 will require forfeiture clause (ii) of this entire award, with no payment Subsection 2(c) shall be equal to the Participanttotal number of days that Employee is employed in an Eligible Position during the Performance Period.

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 Second Amended and Restated Ameren Corporation Change of Control Severance Plan, as amended (the “the Change of Control Severance Plan”)) of the Company and Section 10 of this Agreement 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, 20122015; or (b) Provided the Participant has continued employment through the date of his death and such death occurs prior to December 31, 20122015, 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 as of the date of his death, with such prorated number based upon 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, 20122015, 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, 20122015, based on the actual performance of the Company during the entire Performance Period; oror 1 GAAP EPS achievement levels could be adjusted to include or exclude specified items of an unusual or non recurring nature as determined by the Committee at its sole discretion and as permitted by the Plan. (d) Provided the Participant has continued employment through the date of retirement (as described below) and such retirement occurs before December 31, 20122015, the following vesting schedule shall be applicable to the Performance Share Units: (i) If the Participant retires at an age of 55 to 61 or greater with five (5) or more years of serviceservice (as defined in the Ameren Retirement Plan, as supplemented and amended from time to time) and is not otherwise described in paragraph (ii) below— 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 based upon the total number of days the Participant worked during the Performance Period; or (ii) If the Participant retires after reaching age 62 with five ten (510) or more years of serviceservice (as defined in the Ameren Retirement Plan, as supplemented and amended from time to time)— 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.

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 Second Amended and Restated Ameren Corporation Change of Control Severance Plan, as amended (the “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, 20122013; or (b) Provided the Participant has continued employment through the date of his death and such death occurs prior to December 31, 20122013, 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 as of the date of his death, with such prorated number based upon 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, 20122013, 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, 20122013; or (d) Provided the Participant has continued employment through the date of retirement (as described below) and such retirement occurs before December 31, 20122013, 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 based upon 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.

Vesting of Performance Share Units. Subject to provisions set forth in Section 9 The period of this Agreement related to a Change of Control (as defined time between the grant date specified in the Second Amended Award Notice (the “Grant Date”) and Restated Ameren Corporation Change the vesting of Control Severance Plan, as amended Performance Share Units (and the termination of restrictions thereon) is the “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 Period.” The Performance Share Units will vest as set forth belowfollows: (a) Provided On the Participant has continued employment through such date, one hundred percent (100%) first Friday following the first meeting of the earned Company’s Board of Directors (the “Board”) in January 2019 (the “Vesting Date”), a number of Performance Share Units will vest based on December 31the extent to which the Company has satisfied the performance condition set forth on Attachment I to this Agreement, 2012; orprovided that Employee is continuously employed by the Company in an Eligible Position (as defined in Section 2(c) below) through the Vesting Date and has not experienced a Termination of Employment as of such date. Except as provided in Sections 2(b) and 2(c) below, if there is any Termination of Employment (as defined in Section 11 below) during the period from and between the Grant Date until and including the Vesting Date, Employee will immediately and automatically forfeit all Performance Share Units. Any questions as to whether and when there has been a Termination of Employment, and the cause of such termination, will be resolved by the Committee (as defined in Section 11 below), and its determination will be final. (b) Provided the Participant has continued employment through the date If Employee’s Termination of his death and such death occurs prior to December 31, 2012, the Participant will be entitled to a prorated award based on the Target Number of Performance Share Units set forth Employment (as defined in Section 1(b15(e) of this Agreement plus accrued dividends below) occurs (i) due to Retirement (as of defined in Section 15(d) below), on or after the date of his deathGrant Date, with such prorated number based upon the total number of days the Participant worked during the Performance Period; or or (cii) Provided the Participant has continued employment through the date of his due to Special Retirement (as defined in Section 15(e) below), Disability (as defined in Code Section 409A)15(b) below) or death, and such Disability occurs prior to December 31, 2012, one hundred percent (100%) on or after the first anniversary of the Grant Date, then on the Vesting Date Employee will vest in the number of Performance Share Units he would have earned had he remained employed determined by multiplying (A) the Company for the entire Performance Period will vest on December 31, 2012; or (d) Provided the Participant has continued employment through the date number of retirement (as described below) and such retirement occurs before December 31, 2012, 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 vested as determined in accordance Section 2(a) above had Employee’s Termination of Employment not occurred and (B) a fraction, the Participant remained employed by numerator of which is the Company for the entire Performance Period, based on the actual performance of the Company during the entire Performance Period, with the prorated number based upon the total number of days that elapsed between the Participant worked during Grant Date and the Performance Period; ordate of Employee’s Termination of Employment and the denominator of which is 1095. (iic) If the Participant retires after reaching age 62 with five (5) years of service— the Participant is entitled Employee ceases to be employed in a position eligible to receive one hundred percent Performance Share Units pursuant to this Agreement (100%) as determined by the Compensation Committee of the Board (the “Committee”) in its sole and absolute discretion) (an “Eligible Position”) on or after the first anniversary of the Grant Date, then on the Vesting Date Employee will vest in the number of Performance Share Units determined by multiplying (i) the number of Performance Share Units that would have been earned vested as determined in accordance Section 2(a) had Employee not ceased to be employed in an Eligible Position and (ii) a fraction, the Participant remained numerator of which is the number of days that elapsed between the Grant Date and the date Employee ceased to be employed in an Eligible Position and the denominator of which is 1095, provided that Employee (x) is continuously employed by the Company for through the entire Vesting Date or (y) experiences a Qualifying Termination (as defined in Section 15(c) below) after Employee ceases to be employed in an Eligible Position. For the avoidance of doubt, if Employee experiences a Qualifying Termination after Employee ceases to be employed in an Eligible Position, the provisions of this Subsection 2(c) will determine the number of Performance Period based Share Units that will vest on the actual performance of Vesting Date. If Employee ceases to be employed in an Eligible Position and then is again employed is an Eligible Position (while remaining continuously employed by the Company during the entire Performance Period. Termination of employment Company) during the Performance Period for any reason other than deathPeriod, Disability, retirement as described above, or on or after a Change of Control the numerator in accordance with Section 9 will require forfeiture clause (ii) of this entire award, with no payment Section 2(c) will be equal to the Participanttotal number of days that Employee is employed in an Eligible Position during the Performance Period.

Vesting of Performance Share Units. Subject to provisions set forth in Section 9 The period of this Agreement related to a Change time between the date of Control (as defined grant specified in the Second Amended award notice (the “Grant Date”) and Restated Ameren Corporation Change the vesting of Control Severance Plan, as amended (“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 (and the termination of restrictions thereon) shall be referred to herein as set forth belowthe “Performance Period.” The Performance Share Units shall become vested as follows: (a) Provided On January 17, 2016 (the Participant has continued employment through such date“Vesting Date”), one hundred percent (100%) a number of the earned Performance Share Units will shall vest based on December 31the extent to which the Company has satisfied the performance condition set forth on Attachment I to this Agreement, 2012; orprovided that Employee is continuously employed by the Company in an Eligible Position (as defined below) through the Vesting Date and has not experienced a Termination of Employment as of such date. (b) Provided If Employee’s Termination of Employment (as defined below) occurs due to Retirement (as defined below), Disability (as defined below) or death (each, a “Qualifying Termination”) on or after the Participant has continued employment through first anniversary of the date of his death and such death occurs prior to December 31Grant Date, 2012, the Participant will be entitled to a prorated award based then on the Target Number Vesting Date Employee shall vest in the number of Performance Share Units set forth in Section 1(b) of this Agreement plus accrued dividends as of the date of his death, with such prorated number based upon 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, 2012, one hundred percent (100%) of the Performance Share Units he would have earned had he remained employed determined by the Company for the entire Performance Period will vest on December 31, 2012; or (d) Provided the Participant has continued employment through the date of retirement (as described below) and such retirement occurs before December 31, 2012, the following vesting schedule shall be applicable to the Performance Share Units: multiplying (i) If the Participant retires at an age number 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 vested as determined in accordance Subsection 2(a) had Employee’s Termination of Employment not occurred and (ii) a fraction, the Participant remained employed by numerator of which is the Company for the entire Performance Period, based on the actual performance of the Company during the entire Performance Period, with the prorated number based upon the total number of days that elapsed between the Participant worked during Grant Date and the Performance Period; ordate of Employee’s Termination of Employment and the denominator of which is 1095. (iic) If the Participant retires after reaching age 62 with five (5) years of service— the Participant is entitled Employee ceases to be employed in a position eligible to receive one hundred percent Performance Share Units pursuant to this Agreement (100%as determined by the Committee in its sole and absolute discretion) (an “Eligible Position”) on or after the first anniversary of the Grant Date, then on the Vesting Date Employee shall vest in the number of Performance Share Units determined by multiplying (i) the number of Performance Share Units that would have been earned vested as determined in accordance Subsection 2(a) had Employee not ceased to be employed in an Eligible Position and (ii) a fraction, the Participant remained numerator of which is the number of days that elapsed between the Grant Date and the date Employee ceased to be employed in an Eligible Position and the denominator of which is 1095, provided that Employee (x) is continuously employed by the Company for through the entire Vesting Date or (y) experiences a Qualifying Termination after Employee ceases to be employed in an Eligible Position. For the avoidance of doubt, if Employee experiences a Qualifying Termination after Employee ceases to be employed in an Eligible Position, the provisions of this Subsection 2(c) shall determine the number of Performance Period based Share Units that shall vest on the actual performance of Vesting Date. If Employee ceases to be employed in an Eligible Position and then is again employed is an Eligible Position (while remaining continuously employed by the Company during the entire Performance Period. Termination of employment Company) during the Performance Period for any reason other than deathPeriod, Disability, retirement as described above, or on or after a Change of Control the numerator in accordance with Section 9 will require forfeiture clause (ii) of this entire award, with no payment Subsection 2(c) shall be equal to the Participanttotal number of days that Employee is employed in an Eligible Position during the Performance Period.

Vesting of Performance Share Units. Subject a. The Performance Share Units are subject to provisions forfeiture until they vest. Except as otherwise provided herein, provided that the Grantee remains in continuous service as an employee of the Company (“Continuous Service”) from the Grant Date through the last day of the Performance Period, and further provided that the “Threshold” level of the Performance Objectives set forth in Section 9 of this Agreement related to a Change of Control (as defined in the Second Amended and Restated Ameren Corporation Change of Control Severance Plan, as amended (“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)Exhibit A has been achieved, 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 last day of the Performance Share Units will vest on December 31, 2012; or Period (b) Provided the Participant has continued employment through the date of his death and such death occurs prior to December 31, 2012, the Participant will be entitled to a prorated award based on the Target Number “Vesting Date”). The number of Performance Share Units that vest and become nonforfeitable under this Agreement shall be determined by the Board or the Committee in its discretion based on the level of achievement of the Performance Objectives set forth in Section 1(b) Exhibit A and shall be rounded to the nearest whole Performance Share Unit. b. In the event that a Change of this Agreement plus accrued dividends as Control occurs prior to the Vesting Date and prior to the date on which the Grantee’s Continuous Service has terminated, the Performance Share Units shall vest upon the Change of Control at the target level of achievement of the Performance Objectives set forth in Exhibit A and the date of his deaththe Change of Control will be the “Vesting Date” for purposes of this Agreement. c. Unless otherwise determined by the Board or the Committee in the exercise of its discretion under the Plan and except as otherwise expressly provided in this Agreement, with such prorated number based upon if 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 Grantee’s Continuous Service terminates for any reason at any time prior to December 31the Vesting Date, 2012, one hundred percent (100%) the Grantee’s Performance Share Units shall be automatically forfeited upon such termination of Continuous Service and the Company shall have no further obligations to the Grantee under this Agreement. If the Board or the Committee exercises discretion to vest any of the Performance Share Units he would have earned had he remained employed by upon or in connection with the Company for the entire Performance Period will vest on December 31Grantee’s termination of Continuous Service, 2012; or (d) Provided the Participant has continued employment through the date of retirement termination (as described below) and such retirement occurs before December 31or, 2012if later, the following vesting schedule shall be applicable to date determined at 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 time of the Performance Share Units that would have been earned had exercise of the Participant remained employed by Board’s or the Company for the entire Performance Period, Committee’s discretion and based on the actual performance terms of the Company during discretionary vesting) will be the entire Performance Period, with “Vesting Date” for purposes of this Agreement. d. In the prorated number based upon 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%) event that any of the Performance Share Units that would have been earned had the Participant remained employed by terms contained in this Section 5 conflict with any employment agreement in effect between the Company for and the entire Performance Period based on Grantee, then the actual performance terms 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 agreement shall govern if such terms are more favorable to the ParticipantGrantee.

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 Second Amended and Restated Ameren Corporation Change of Control Severance Plan, as amended (the “the Change of Control Severance Plan”)) of the Company and Section 10 of this Agreement 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, 20122016; or (b) Provided the Participant has continued employment through the date of his death and such death occurs prior to December 31, 20122016, 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 as of the date of his death, with such prorated number based upon 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, 20122016, 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, 20122016, based on the actual performance of the Company during the entire Performance Period; oror ______________________________ 1 GAAP EPS achievement levels could be adjusted to include or exclude specified items of an unusual or non recurring nature as determined by the Committee at its sole discretion and as permitted by the Plan. (d) Provided the Participant has continued employment through the date of retirement (as described below) and such retirement occurs before December 31, 20122016, the following vesting schedule shall be applicable to the Performance Share Units: (i) If the Participant retires at an age of 55 to 61 or greater with five (5) or more years of service— service (as defined in the Ameren Retirement Plan, as supplemented and amended from time to time) and is not otherwise described in paragraph (ii) below- 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 based upon the total number of days the Participant worked during the Performance Period; or (ii) If the Participant retires after reaching age 62 with five ten (510) or more years of service— service (as defined in the Ameren Retirement Plan, as supplemented and amended from time to time)- 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.

Vesting of Performance Share Units. Subject to provisions set forth in Section 9 the terms and conditions of this Agreement related to a Change of Control (as defined Award Agreement, the Participant’s Performance Share Units shall become fully vested on the following vesting schedule: Grant Date 33 1/3 % 33 1/3 % January 1, 2012 33 1/3 % 66 2/3 % January 1, 2013 33 1/3 % 100 % In addition, in the Second Amended event of a Termination of Employment due to the death, Disability or Hardship of Participant, a Termination of Employment by the Company or Woodside Group, LLC, a Nevada limited liability company and Restated Ameren Corporation Change of Control Severance Plan, as amended (“the Change of Control Severance Plan”)) wholly-owned subsidiary of the Company and Section 10 relating to termination for Cause (as defined in the Change of Control Severance Plan“Woodside”), without Cause, or by reason of the Participant’s resignation for Good Reason, or in connection with the expiration of the term of employment pursuant to the Company or Woodside giving notice of non-renewal of Participant’s Employment Agreement, that portion of the then unvested Performance Share Units will that was eligible to vest as set forth below: (a) Provided on the Participant has continued employment through such date, one hundred percent (100%) of the earned next January 1 shall become vested Performance Share Units will vest on December 31, 2012; or (b) Provided the Participant has continued employment through the date of his death and such death occurs prior to December 31, 2012, 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 as of the date of his such Termination of Employment; provided, however, that if the Company or any of its Affiliates (including all subsidiaries) enter into a definitive written agreement for a Change in Control not later than the date which is six months after such Termination of Employment due to death, Disability or Hardship, Termination of Employment by the Company or Woodside without Cause, or by reason of the Participant’s resignation for Good Reason, or in connection with the expiration of the term of employment pursuant to the Company or Woodside giving notice of non-renewal of the Employment Agreement and such prorated number based Change in Control occurs (whether before, on or after such six month anniversary), all unvested Performance Share Units outstanding immediately prior to such Termination of Employment which did not become vested Performance Share Units upon such Termination of Employment shall be deemed to be vested Performance Share Units as of immediately prior to such Change in Control. Upon the total number occurrence of days a Change in Control prior to or concurrently with any Termination of Employment, all of the Participant worked during then unvested Performance Share Units shall become vested Performance Share Units. Except as set forth above, upon any Termination of Employment (including without limitation for Cause) of Participant, any unvested Performance Share Unit which does not vest as a consequence of such Termination of Employment (or subsequent Change in Control) shall be deemed to be forfeited as of the Performance Period; or (c) Provided close of business on the Participant has continued employment through first business day after the date of his Disability (as defined in Code Section 409A), and such Disability occurs prior to December 31, 2012, one hundred percent (100%) Participant’s Termination of the Employment. Participant’s unvested Performance Share Units he would have earned had he remained employed by the Company for the entire Performance Period will vest on December 31, 2012; or (d) Provided the Participant has continued employment through the date of retirement (as described below) and such retirement occurs before December 31, 2012, the following vesting schedule shall not otherwise be applicable subject 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 any forfeiture. Participant’s vested 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 based upon 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 shall not be subject 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 forfeiture under 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 Participantcircumstances whatsoever.

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 Second Amended and Restated Ameren Corporation Change of Control Severance Plan, as amended 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, 20122008; or (b) Provided the Participant has continued employment through the date of his death and such death occurs prior to December 31, 20122008, 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 as of the date of his deathdividends, with such prorated number based upon 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, 20122008, 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, 20122008; or (d) Provided the Participant has continued employment through the date of retirement (as described below) and such retirement occurs before December 31, 20122008, 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 based upon 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.

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 Second Amended and Restated Ameren Corporation Change of Control Severance Plan, as amended (the “the Change of Control Severance Plan”)) of the Company and Section 10 of this Agreement 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, 20122016; or (b) Provided the Participant has continued employment through the date of his death and such death occurs prior to December 31, 20122016, 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 as of the date of his death, with such prorated number based upon 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, 20122016, 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, 20122016, based on the actual performance of the Company during the entire Performance Period; or (d) Provided the Participant has continued employment through the date of retirement (as described below) and such retirement occurs before December 31, 20122016, the following vesting schedule shall be applicable to the Performance Share Units: (i) If the Participant retires at an age of 55 to 61 or greater with five (5) or more years of serviceservice (as defined in the Ameren Retirement Plan, as supplemented and amended from time to time) and is not otherwise described in paragraph (ii) below— 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 based upon the total number of days the Participant worked during the Performance Period; or (ii) If the Participant retires after reaching age 62 with five ten (510) or more years of serviceservice (as defined in the Ameren Retirement Plan, as supplemented and amended from time to time)— 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.

Vesting of Performance Share Units. Subject a. The Performance Share Units are subject to provisions forfeiture until they vest. Except as otherwise provided herein, provided that the Grantee remains in continuous service as an employee of the Company (“Continuous Service”) from the Grant Date through the last day of the Performance Period, and further provided that the “Threshold” level of the Performance Objective set forth in Section 9 of this Agreement related to a Change of Control (as defined in the Second Amended and Restated Ameren Corporation Change of Control Severance Plan, as amended (“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)Exhibit A has been achieved, the Performance Share Units will vest as set forth below: (a) Provided on the Participant has continued employment through such date, one hundred percent (100%) last day of the earned Performance Share Units will vest on December 31, 2012; or Period (b) Provided the Participant has continued employment through the date of his death and such death occurs prior to December 31, 2012, the Participant will be entitled to a prorated award based on the Target Number “Vesting Date”). The number of Performance Share Units that vest and become nonforfeitable under this Agreement shall be determined by the Committee based on the level of achievement of the Performance Objective set forth in Exhibit A and shall be rounded to the nearest whole Performance Share Unit. Performance Share Units that have not vested by the Vesting Date in accordance with this Section 1(b5(a) shall be forfeited. b. Subject to the provisions of Section 6(e) of the Plan (relating to discretionary actions that may, but are not required, be taken by the Committee with respect to the Performance Share Units upon the occurrence of Xxxxxxx’s retirement, resignation, death or disability) and except as otherwise expressly provided in this Agreement plus accrued dividends Agreement, if the Grantee’s Continuous Service terminates for any reason at any time prior to the Vesting Date, the Grantee’s Performance Share Units shall be automatically forfeited upon such termination of Continuous Service and the Company shall have no further obligations to the Grantee under this Agreement. c. Notwithstanding Section 5(a) and (b), if the Grantee’s Continuous Service terminates prior to the Vesting Date due to a Termination Upon Change of Control, the Performance Share Units shall vest based on the level of achievement of the Performance Objective set forth in Exhibit A on the date of Grantee’s Termination Upon Change in Control (as if the Performance Period was terminated as of such date), as determined in good faith by the Committee. d. Notwithstanding Section 5(a) and (b), if the Grantee’s Continuous Service terminates prior to the Vesting Date due to an Involuntary Termination, for purposes of this Section 5, Grantee’s Continuous Service shall be deemed to terminate on the date that is the 12month anniversary of the date of his deathGrantee’s Involuntary Termination. If such deemed termination date is on or after the Vesting Date, with such prorated number based upon 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, 2012, one hundred percent (100%) of the Performance Share Units he would have earned had he remained employed by shall vest based on the Company for level of achievement of the entire Performance Period will vest Objective set forth in Exhibit A on December 31, 2012; or (d) Provided the Participant has continued employment through the date of retirement Grantee’s Involuntary Termination (as described below) and such retirement occurs before December 31, 2012, 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 based upon 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 if the Performance Period for any reason other than deathwas terminated as of such date), Disability, retirement as described above, or on or after a Change of Control determined in accordance with Section 9 will require forfeiture of this entire award, with no payment to good faith by the ParticipantCommittee.

Vesting of Performance Share Units. Subject to provisions set forth in Section 9 8 of this Agreement related to a Change of Control (as defined in the Second Amended and Restated Ameren Corporation Change of Control Severance Plan, as amended (the “the Change of Control Severance Plan”)) of the Company and Company, Section 10 9 of this Agreement relating to termination for Cause (as defined in the Change of Control Severance Plan), and Section 10 of this Agreement relating to Participant’s obligations, 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 calculated Performance Share Units will vest on December 31, 2012the payment date; or (b) Provided the Participant has continued employment through the date of his death and such death occurs prior to December 31, 2012the payment date, 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 the Notice to this Agreement plus accrued dividends as of the date of his death, with such prorated number based upon 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, 2012the payment date, one hundred percent (100%) of the Performance Share Units he would have earned received had he remained employed by the Company for through the payment date, based on the actual performance of the Company during the entire Performance Period will vest on December 31, 2012Period; or (d) Provided the Participant has continued employment through the date of retirement (as described below) and such retirement occurs before December 31, 2012, the following vesting schedule shall be applicable to the Performance Share Units: (i) If payment date if the Participant retires at an age of 55 to 61 or greater with five (5) or more years of service— service (as defined in the Ameren Retirement Plan, as supplemented and amended from time to time), 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 Vesting Period, based on the actual performance of the Company during the entire Performance Period, with the prorated number based upon the total number of days the Participant worked during the Performance Period; or (ii) If . Notwithstanding anything in this Agreement to 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 contrary, no Performance Share Units that would have been earned had will be paid to the Participant, nor shall the Participant remained employed by be entitled to payment, if the Participant’s employment with the Company for the entire Performance Period based on the actual performance of the Company terminates during the entire Performance Period. Termination of employment during the Performance Vesting 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 Participant8.

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 Second Amended and Restated Ameren Corporation Change of Control Severance Plan, as amended (the “the Change of Control Severance Plan”)) of the Company and Company, Section 10 of this Agreement relating to termination for Cause (as defined in the Change of Control Severance Plan), and Section 11 of this Agreement relating to Participant’s obligations, 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 calculated Performance Share Units will vest on December 31, 2012the payment date; or (b) Provided the Participant has continued employment through the date of his death and such death occurs prior to December 31, 2012the payment date, 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 as of the date of his death, with such prorated number based upon 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, 2012the payment date, one hundred percent (100%) of the Performance Share Units he would have earned received had he remained employed by the Company for through the payment date, based on the actual performance of the Company during the entire Performance Period will vest on December 31, 2012Period; or (d) Provided the Participant has continued employment through the date of retirement (as described below) and such retirement occurs before December 31, 2012the payment date, the following vesting schedule shall be applicable to the Performance Share Units: (i) If the Participant retires at an age of 55 to 61 or greater with five (5) or more years of service— service (as defined in the Ameren Retirement Plan, as supplemented and amended from time to time) and is not otherwise described in paragraph (ii) below, 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 Vesting Period, based on the actual performance of the Company during the entire Performance Period, with the prorated number based upon the total number of days the Participant worked during the Performance Period; or (ii) If the Participant retires after reaching age 62 with five ten (510) or more years of service— service (as defined in the Ameren Retirement Plan, as supplemented and amended from time to time), 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 Vesting Period based on the actual performance of the Company during the entire Performance Period. Termination of Notwithstanding anything in this Agreement to the contrary, no Performance Share Units will be paid to the Participant, nor shall the Participant be entitled to payment, if the Participant’s employment with the Company terminates during the Performance Vesting 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 Participant9.

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 Second Amended and Restated Ameren Corporation Change of Control Severance Plan, as amended (the “the Change of Control Severance Plan”)) of the Company and Company, Section 10 of this Agreement relating to termination for Cause (as defined in the Change of Control Severance Plan), and Section 11 of this Agreement relating to Participant’s obligations, 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 calculated Performance Share Units will vest on December 31, 2012the payment date; or (b) Provided the Participant has continued employment through the date of his death and such death occurs prior to December 31, 2012the payment date, 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 as of the date of his death, with such prorated number based upon the total number of days the Participant worked during the Performance Period; oror __________________________________ 1 GAAP EPS achievement levels could be adjusted to include or exclude specified items of an unusual or non recurring nature as determined by the Committee at its sole discretion and as permitted by the Plan. (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, 2012the payment date, one hundred percent (100%) of the Performance Share Units he would have earned received had he remained employed by the Company for through the payment date, based on the actual performance of the Company during the entire Performance Period will vest on December 31, 2012Period; or (d) Provided the Participant has continued employment through the date of retirement (as described below) and such retirement occurs before December 31, 2012the payment date, the following vesting schedule shall be applicable to the Performance Share Units: (i) If the Participant retires at an age of 55 to 61 or greater with five (5) or more years of service— service (as defined in the Ameren Retirement Plan, as supplemented and amended from time to time), 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 Vesting Period, based on the actual performance of the Company during the entire Performance Period, with the prorated number based upon the total number of days the Participant worked during the Performance Period; or (ii) If . Notwithstanding anything in this Agreement to 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 contrary, no Performance Share Units that would have been earned had will be paid to the Participant, nor shall the Participant remained employed by be entitled to payment, if the Participant’s employment with the Company for the entire Performance Period based on the actual performance of the Company terminates during the entire Performance Period. Termination of employment during the Performance Vesting 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 Participant9.

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 Second Amended and Restated Ameren Corporation Change of Control Severance Plan, as amended (“the Change of Control Severance Plan”)a) of the Company and Section 10 relating to termination for Cause (as defined in the Change of Control Severance Plan), the The Performance Share Units will vest are subject to forfeiture to the Corporation until they become non-forfeitable in accordance with this Section 2. Except as set forth below: (a) Provided the Participant has continued employment through such dateprovided in this Section 2 and Sections 15.5, one hundred percent (100%) 15.6, 15.7, and 15.8 of the earned Plan, the risk of forfeiture will lapse on all Performance Share Units, and all Performance Share Units will vest on December 31shall thereupon become payable in Restricted Common Stock or otherwise, 2012; oronly if Grantee remains employed by the Corporation until the end of the Performance Period. In any event, the delivery of Restricted Common Stock with respect to such Performance Share Units shall be made following the conclusion of the Performance Period as provided in Section 3 hereof, unless otherwise determined by the Committee. (b) Provided the Participant has continued employment through the date of his death and such death occurs prior to December 31, 2012The Performance Share Units, the Participant will related Restricted Common Stock (if any), and this Award shall be entitled to a prorated award based on cancelled and forfeited upon termination of employment with the Target Number of Performance Share Units set forth Corporation (including its subsidiaries), except as provided in Section 1(b) of this Agreement plus accrued dividends as of the date of his death, with such prorated number based upon the total number of days the Participant worked during the Performance Period; orSections 2 and 3 hereof. (c) Provided Notwithstanding anything to the Participant has continued employment through the date of his Disability (as defined contrary contained in Code Section 409A)this Award, and such Disability occurs prior to December 31, 2012, one hundred percent (100%) all of the Performance Share Units he would issued to Grantee pursuant to this Award shall also become vested and non-forfeitable pursuant to Sections 15.5 (Change in Control) and 15.8(c)(i) (death or Disability) of the Plan. In the event of a Change in Control prior to the completion of the Performance Period, the Committee shall have earned had he remained employed by the Company for discretionary authority in accordance with Section 15.5 of the entire Plan to determine whether, and if so, the extent to which, (1) the Performance Period will vest on December 31, 2012; or (d) Provided or each of the Participant has continued employment through the date of retirement (as described below) and such retirement occurs before December 31, 2012, the following vesting schedule Performance Objectives shall be applicable deemed to be satisfied or waived, and (2) the Performance Share Units: (i) If Objectives shall be modified, adjusted or changed. In the Participant retires at an age event of 55 to 61 with five (5) years of service— the Participant is entitled to receive a prorated portion Grantee’s Retirement, all of the Performance Share Units issued to Grantee pursuant to this Award shall become vested and non-forfeitable. The delivery of shares of Restricted Common Stock with respect to such Performance Share Units deemed vested pursuant to this paragraph shall be made following the conclusion of the Performance Period as provided in Section 3 hereof, unless otherwise determined by the Committee. (d) For purposes of this Award, “Retirement” shall mean the voluntary termination of employment by Grantee after attaining (a) age 65 or (b) in the event that would have Grantee has been earned had the Participant remained employed by the Company Corporation or its subsidiaries for the entire Performance Period, based ten (10) or more years on the actual performance date of the Company during the entire Performance Periodsuch termination, with the prorated number based upon 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 Participant60.

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 Second Amended and Restated Ameren Corporation Change of Control Severance Plan, as amended 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, 20122011; or (b) Provided the Participant has continued employment through the date of his death and such death occurs prior to December 31, 20122011, 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 as of the date of his death, with such prorated number based upon 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, 20122011, 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, 20122011; or (d) Provided the Participant has continued employment through the date of retirement (as described below) and such retirement occurs before December 31, 20122011, 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 based upon 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.