AMEREN CORPORATION
                        LONG-TERM INCENTIVE PLAN OF 1998
 
SECTION 1. PURPOSE.  The purpose of the Plan is to give Ameren Corporation,  its
subsidiaries  and certain  affiliates a  competitive  advantage  in  attracting,
retaining and motivating officers,  employees and directors by providing for the
awarding of incentives  linked to the  profitability  of the Corporation and its
businesses and to increases in shareholder  value.  
 
SECTION 2. DEFINITIONS. In addition to the terms defined elsewhere in the Plan,
the following terms shall have the meanings set forth below:
 
       "AFFILIATE"  means  a  corporation  or  other  entity  controlled  by the
Corporation and designated by the Committee from time to time as such.
 
       "AWARD" means any Performance Unit,  Option,  Stock  Appreciation  Right,
Restricted Stock,  Dividend  Equivalent or Other Stock-Based Award, or any other
right or interest relating to Shares or cash, granted to a Participant under the
Plan.
 
       "AWARD  AGREEMENT"  means  any  written  agreement,   contract  or  other
instrument or document evidencing an Award.
 
       "BOARD" means the Board of Directors of the Corporation.
 
       "CODE" means the Internal  Revenue Code of 1986,  as amended from time to
time, including successor provisions thereto and regulations thereunder.
 
       "COMMITTEE"  means the Human  Resources  Committee of the Board,  or such
other Board  committee as may be designated by the Board to administer the Plan,
or any subcommittee of either;  provided,  however, that the Committee (a) shall
be composed  solely of two or more  non-employee  directors,  as defined in Rule
16(b)-3(b)(3)  under  the  Exchange  Act,  each of  whom  shall  be an  "outside
director"  for  purposes  of  Section  162(m)  of the  Code,  and (b)  shall  be
constituted to permit Awards under the Plan to qualify for exemption  under Rule
16b-3 under the Exchange Act and for the Section 162(m) Exemption.
 
       "CORPORATION" means Ameren Corporation, a Missouri corporation.
 
       "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended from
time to time, including successor provisions thereto and regulations thereunder.
 
       "FAIR  MARKET  VALUE"  means,  with  respect to  Shares,  Awards or other
property,  the  fair  market  value of such  Shares,  Awards  or other  property
determined by such methods or procedures  as shall be  established  from time to
time by the Committee.  Unless otherwise  determined by the Committee,  the Fair
Market  Value of Shares as of any date shall be the  closing  sale price on that
date of a Share as reported on the New York Stock Exchange Composite Tape.
 
       "INCENTIVE  STOCK  OPTION"  means an Option that is designated as such by
the Committee and meets the requirements of Section 422 of the Code.
 
       "NON-QUALIFIED STOCK OPTION" means an Option that is not an Incentive
Stock Option.
 
       "PARTICIPANT" means a person who, as an officer,  employee or director of
the Corporation,  a Subsidiary or an Affiliate,  has been granted an Award under
the Plan.
 
       "PLAN" means the Ameren Corporation  Long-Term Incentive Plan of 1998, as
set forth herein and as hereinafter amended from time to time.
 
       "QUALIFIED  PERFORMANCE-BASED  AWARD" means an Award of Performance Units
or Restricted  Stock, or other Award,  designated as such by the Committee at or
prior  to the time of  grant,  based  upon a  determination  that the  Committee
intends for such Award to qualify for the Section 162(m) Exemption.
 
       "RULE  16B-3"  means  Rule  16b-3,  as  from  time to  time  amended  and
applicable  to   Participants,   promulgated  by  the  Securities  and  Exchange
Commission under Section 16 of the Exchange Act.
 
       "SECTION  162(M)  EXEMPTION"  means the exemption  from the limitation on
deductibility imposed by Section 162(m) of the Code that is set forth in Section
162(m)(4)(C) of the Code.
 
       "SHARES"  means  the  Common  Stock,  $.01 par value  per  share,  of the
Corporation  and such other  securities of the Corporation as may be substituted
for Shares pursuant to Section 10 of the Plan.
 
       "SUBSIDIARY"  means any company (other than the Corporation) with respect
to which the Corporation owns, directly or indirectly,  50% or more of the total
combined  voting power of all classes of stock.  In addition,  any other
 
 
 
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related entity may be designated by the Board as a Subsidiary, provided such
entity could be considered as a subsidiary according to generally accepted
accounting principles.
 
       "YEAR" means a calendar year.
 
       In addition to the foregoing,  the terms  "Performance  Unit",  "Option",
"Stock Appreciation Right", "Restricted Stock", "Dividend Equivalent" and "Other
Stock-Based  Award" shall mean as described in Section 6 of the Plan. 
 
SECTION 3. ADMINISTRATION.
 
       3.01.  Authority of the Committee.  The Plan shall be administered by the
Committee  on  behalf of the  Board.  The  Committee  shall  have full  power to
interpret the Plan, to establish, modify and grant waivers of Award restrictions
and to adopt such rules, regulations and guidelines for carrying out the Plan as
it deems necessary or appropriate.  All determinations by the Committee shall be
final and binding upon all parties affected  thereby.  Any authority  granted to
the Committee may also be exercised by the full Board, except to the extent that
the grant or exercise of such authority  would cause any Award or transaction to
fail to qualify for exemption under Rule 16b-3.
 
       3.02. Manner of Exercise of Committee Authority. The express grant of any
specific power to the Committee,  and the taking of any action by the Committee,
shall not be construed as limiting  any power or authority of the  Committee.  A
memorandum  signed by all members of the Committee  shall  constitute the act of
the  Committee  without the  necessity,  in such event,  to hold a meeting.  The
Committee  may  delegate  to officers  or  managers  of the  Corporation  or any
Subsidiary  or Affiliate the  authority,  subject to such terms as the Committee
shall determine,  to perform  administrative  functions under the Plan. Only the
Committee or the full Board may select,  and grant Awards to,  Participants  who
are subject to Section 16 of the Exchange Act.  
 
SECTION 4. SHARES SUBJECT TO THE PLAN. Subject to adjustment as provided in the
Plan, the total number of Shares that may be issued or delivered pursuant to
Awards under the Plan shall be 4,000,000, which shall consist of (a) Shares
which have been authorized and issued and have been acquired by or on behalf of
the Corporation or the Plan and are available for Awards under the Plan or (b)
if the Board shall so authorize, authorized and unissued Shares. The Committee
may adopt procedures for the counting of Shares relating to any Award for which
the number of Shares to be distributed or with respect to which payment will be
made cannot be fixed at the date of grant to ensure appropriate counting, avoid
double counting (in the case of tandem or substitute awards), and provide for
adjustments in any case in which the number of Shares actually distributed or
with respect to which payments are actually made differs from the number of
Shares previously counted in connection with such Award. In the event that any
Shares to which an Award relates are forfeited or the Award is settled or
terminates without a distribution of Shares (whether or not cash, other Awards
or other property are distributed with respect to such Award), any Shares
counted against the number of Shares reserved and available under the Plan with
respect to such Award shall again be available for Awards under the Plan. The
maximum number of Shares with respect to which Options or Stock Appreciation
Rights may be granted to any one Participant under the Plan during any Year is
200,000 Shares.
 
SECTION 5. ELIGIBILITY. Awards may be granted only to individuals who are
officers, employees or directors of the Corporation, a Subsidiary or an
Affiliate; provided, however, that no Award shall be granted to any member of
the Committee except by action of the full Board and subject to such other
restrictions as the Board may require.
 
SECTION 6. SPECIFIC TERMS OF AWARDS.
 
       6.01. General. The Committee may grant Awards as described in this
Section. The Committee shall determine who may participate in the Plan and the
number and types of Awards to be made to each Participant and shall determine
and set forth in the Award or the related Award Agreement the terms, conditions,
performance requirements (if any) and limitations (which need not be limited to
those referred to below) applicable to each Award. Awards may be granted singly,
in combination or in tandem.
 
       6.02. Performance Units. An Award of Performance Units shall confer upon
the Participant a right to receive cash, Shares, other Awards or other property
contingent upon the achievement of performance goals specified by the Committee.
A Performance Unit shall be denominated in Shares and may be payable in cash,
Shares, other Awards or other Property, and have such other terms as shall be
determined by the Committee.
 
       6.03. Restricted Stock. Restricted Stock shall confer upon the
Participant the right to receive Shares subject to such restrictions on
transferability and other restrictions as the Committee may impose (including,
without limitation, forfeiture if such restrictions are not satisfied,
limitations on the right to vote and limitations on the right to receive
dividends), which restrictions may expire at such times and under such
circumstances as the Committee shall determine.
 
       6.04. Options. An Option shall confer upon the Participant the right to
purchase Shares, other Awards or property, subject to the following terms and
conditions:
 
             (a) Exercise Price. The exercise price per share purchasable under
an Option shall not be less than the Fair Market Value of a Share on the date of
grant of such Option.
 
 
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             (b) Time and Method of Exercise. The Committee shall determine the
time during which an Option may be exercised in whole or in part, the methods by
which the exercise price may be paid and the methods by which Shares will be
delivered to Participants. Options shall expire not later than ten years after
the date of grant.
 
             (c) Terms Applicable to Incentive Stock Options. The terms of any
Incentive Stock Option granted under the Plan shall comply in all respects with
the provisions of Section 422 of the Code which, among other limitations,
provides that the aggregate Fair Market Value (determined at the time the Option
is granted) of Shares for which Incentive Stock Options are exercisable for the
first time by a Participant during any calendar year shall not exceed $100,000.
The number of Shares that shall be available for Incentive Stock Options granted
under the Plan is limited to 500,000. Anything in the Plan to the contrary
notwithstanding, no term of the Plan relating to Incentive Stock Options, other
than Section 9, shall be applied, interpreted, amended or altered, nor shall any
discretion or authority granted under the Plan be exercised, so as to disqualify
the Plan under Section 422 of the Code or, without the consent of the
Participant affected, to disqualify any Incentive Stock Option under such
Section 422.
 
             (d) Limitation on Re-Pricing and Replacement. No Option shall
provide by its terms for the re-setting of its exercise price, or for its
replacement, in whole or in part, upon its exercise or expiration; provided that
the foregoing shall not limit the authority of the Committee to grant additional
Options in any such event or circumstances.
 
             (e) Cash Out by Committee. Upon receipt of written notice of
exercise, the Committee may elect to cash out all or part of the portion of the
Shares for which an Option is being exercised by paying the optionee an amount,
in cash or Shares, equal to the excess of the Fair Market Value of Shares over
the option price times the number of Shares for which the Option is being
exercised on the effective date of such cash-out.
 
             (f) Change in Control Cash-Out Right. Notwithstanding any other
provision of the Plan, during the 60-day period from and after a Change in
Control (the "Exercise Period"), unless the Committee shall determine otherwise
at the time of grant, a holder of an Option to purchase Shares shall have the
right, whether or not the Option is fully exercisable and in lieu of the payment
of the exercise price for the Shares being purchased under the Option and by
giving notice to the Corporation, to elect (within the Exercise Period) to
surrender all or part of the Option to the Corporation and to receive cash,
within 30 days of such notice, in an amount equal to the amount by which the
Change in Control Price per Share on the date of such election shall exceed the
exercise price per Share under the Option (the "Spread") multiplied by the
number of Shares granted under the Option as to which the right granted under
this Section 6.04(f) shall have been exercised. Notwithstanding the foregoing,
if any right granted pursuant to this Section 6.04(f) would make a Change in
Control transaction ineligible for pooling-of-interests accounting under APB No.
16 that but for the nature of such grant would otherwise be eligible for such
accounting treatment, the Committee shall have the ability to substitute for the
cash payable pursuant to such right Shares or other securities with a Fair
Market Value equal to the cash that would otherwise be payable hereunder.
 
       6.05. Stock Appreciation Rights. A Stock Appreciation Right shall confer
upon the  Participant a right to receive the excess of (a) the Fair Market Value
of one  Share  on the  date  of  exercise  (or,  except  in the  case of a Stock
Appreciation  Right related to an Incentive Stock Option,  the Fair Market Value
of one Share at any time during a specified  period  before or after the date of
exercise) over (b) the grant price of the Stock Appreciation  Right, which shall
be not less than the Fair  Market  Value of one  Share on the date of  grant.  A
Stock  Appreciation  Right may be granted as a Limited Stock  Appreciation Right
which may be exercised  only upon the  occurrence of a Change in Control.  Stock
Appreciation  Rights  shall  expire not later  than ten years  after the date of
grant.
 
       6.06. Dividend Equivalents. A Dividend Equivalent shall confer upon the
Participant a right to receive cash, Shares, other Awards or other property
equal in value to dividends paid with respect to a specified number of Shares.
 
       6.07. Other Stock-Based Awards. The Committee is authorized to grant to
Participants such other Awards that are denominated or payable in, valued in
whole or in part by reference to, or otherwise based on or related to, Shares,
as deemed by the Committee to be consistent with the purpose of the Plan.
 
SECTION 7.  CERTAIN PROVISIONS APPLICABLE TO AWARDS.
 
       7.01. Qualified Performance-Based Awards. The Committee may, at or prior
to the time of grant, designate Performance Units or Restricted Stock, or any
other Award, as a Qualified Performance-Based Award, in which event it shall
take such action with respect to such Award and the terms thereof (including the
imposition of additional requirements not otherwise required by the terms of the
Plan), and the provisions of the Plan or any Award Agreement shall be construed
or deemed amended, as shall be necessary to cause such Award to qualify for the
Section 162(m) Exemption.
 
       7.02. Term of Awards. The term of each Award shall be for such period as
shall be determined by the Committee subject to the requirements of the Plan.
 
       7.03. Forms of Payment. Subject to the terms of the Plan and any
applicable Award Agreement, (a) payments to be made by the Corporation, a
Subsidiary or Affiliate with respect to Awards are to be made in such forms as
the Committee shall determine; and (b) the timing, method, amount and nature of
payments to be made by Participants
 
 
 
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with respect to Awards (including, if permitted by the Committee, by means of
tendering Shares or Awards) shall be determined by the Committee.
 
       7.04. Termination of Employment. If the employment of a Participant
terminates, all unexercised, deferred and unpaid Awards shall be cancelled
immediately, unless the Award Agreement provides otherwise or unless the
Committee shall provide otherwise in connection with such termination,
including, without limitation, in the case of termination pursuant to
retirement, resignation, death or disability of a Participant.
 
SECTION 8.  GENERAL RESTRICTIONS APPLICABLE TO AWARDS.
 
       8.01. Restrictions Under Rule 16b-3. It is the intent of the Corporation
that any Award granted to a person who is subject to Section 16 of the Exchange
Act qualify for exemption under Rule 16b-3. Accordingly, if any provision of the
Plan or any Award Agreement would cause such an Award to fail to qualify for
such exemption, such provision shall be construed or deemed amended to the
extent necessary to enable such Award to qualify for such exemption.
 
       8.02. Limits on Transfer of Awards; Beneficiaries. No Award may be
assigned or transferred by a Participant otherwise than by will or the laws of
descent and distribution, or payable to or exercisable by anyone other than the
Participant to whom it was granted, and no right or interest of a Participant in
any Award may be pledged, encumbered or hypothecated to or in favor of any
party, or shall be subject to any lien, obligation or liability of a Participant
to any party; provided, however, that (a) a Participant may, in the manner
established by the Committee, designate a beneficiary or beneficiaries to
exercise the rights of the Participant, and to receive any distribution with
respect to any Award, upon the death or disability of the Participant, (b) the
Committee may provide in any Award or the related Award Agreement that an Award
(other than an Incentive Stock Option) may be assigned, transferred, exercisable
by another person or pledged, encumbered or hypothecated, subject to the
applicable requirements of the Code, and (c) transfers of Awards may be made to
the Corporation, a Subsidiary or an Affiliate to the extent permitted under the
terms of the Plan. A beneficiary, guardian, legal representative or other person
claiming any rights under the Plan from or through any Participant shall be
subject to all terms and conditions applicable to such Participant, except to
the extent the Plan and such Award Agreement otherwise provide with respect to
such person, and to any additional restrictions deemed necessary or appropriate
by the Committee.
 
       8.03. Share Certificates. All certificates for Shares delivered under the
Plan pursuant to an Award or the exercise thereof shall be subject to such
stop-transfer orders and other restrictions as the Committee may deem advisable
under applicable federal or state laws, rules and regulations and the rules of
any national securities exchange on which Shares are listed. The Committee may
cause a legend or legends to be placed on any such certificates to make
appropriate reference to such restrictions or any other restrictions that may be
applicable to Shares. In addition, during any period in which Awards or Shares
are subject to restrictions, or during any period during which delivery or
receipt of an Award or Shares has been deferred by the Committee or a
Participant, the Committee may require the Participant to enter into an
agreement providing that certificates representing Shares issued or issuable
pursuant to an Award shall remain in the physical custody of the Corporation or
such other person as the Committee may designate.
 
       If certificates representing Restricted Stock are registered in the name
of the Participant, such certificates shall bear an appropriate legend referring
to the terms, conditions and restrictions applicable to such Restricted Stock,
the Corporation shall retain physical possession of the certificates and the
Participant shall deliver a stock power to the Corporation, endorsed in blank,
relating to the Restricted Stock.
 
SECTION 9.  CHANGE IN CONTROL.
 
             (a) Impact of Event. Notwithstanding any other provision of the
Plan to the contrary, in the event of a Change in Control: (i) any Options and
Stock Appreciation Rights outstanding as of the date such Change in Control is
determined to have occurred, and which are not then exercisable and vested,
shall become fully exercisable and vested to the full extent of the original
grant; (ii) the restrictions and deferral limitations applicable to any
Restricted Stock shall lapse, and such Restricted Stock shall become free of all
restrictions and become fully vested and transferable to the full extent of the
original grant; and (iii) all Performance Units shall be considered to be earned
and payable in full, and any deferral or other restriction shall lapse and such
Performance Units shall be settled in cash or other securities as promptly as is
practicable.
 
             (b) Definition of Change in Control. For purposes of the Plan, a
"Change in Control" shall mean the happening of any of the following events:
 
                (i) an  acquisition by any  individual,  entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of
beneficial  ownership  (within the meaning of Rule 13d-3  promulgated  under the
Exchange Act) of 20% or more of either (1) the then outstanding shares of common
stock of the Corporation (the "Outstanding Corporation Common Stock") or (2) the
combined  voting  power  of  the  then  outstanding  voting  securities  of  the
Corporation  entitled  to vote  generally  in the  election  of  directors  (the
"Outstanding Corporation Voting Securities"); excluding, however, the following:
(1) any acquisition directly from the Corporation,  other than an acquisition by
virtue of the exercise of a conversion  privilege  unless the security  being so
converted was itself acquired directly from the Corporation, (2) any acquisition
by the Corporation, (3) any acquisition by any employee benefit plan
 
 
 
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(or related trust) sponsored or maintained by the Corporation or any corporation
controlled by the Corporation or (4) any acquisition by any corporation pursuant
to a transaction which complies with clauses (1), (2) and (3) of subsection
(iii) of this Section 9(b); or
 
               (ii) a change in the composition of the Board such that the
individuals who, as of the effective date of the Plan, constitute the Board
(such Board shall be hereinafter referred to as the "Incumbent Board") cease for
any reason to constitute at least a majority of the Board; provided, however,
for purposes of this Section 9(b), that any individual who becomes a member of
the Board subsequent to the effective date of the Plan, whose election, or
nomination for election by the Corporation's shareholders, was approved by a
vote of at least a majority of those individuals who are members of the Board
and who are also members of the Incumbent Board (or deemed to be such pursuant
to this proviso) shall be considered as though such individual were a member of
the Incumbent Board; but, provided further, that any such individual whose
initial assumption of office occurs as a result of either an actual or
threatened election contest (as such terms are used in Rule 14a-11 of Regulation
14A promulgated under the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board shall not be so considered as a member of the Incumbent Board; or
 
               (iii) the approval by the shareholders of the Corporation of a
reorganization, merger or consolidation or sale or other disposition of all or
substantially all of the assets of the Corporation ("Corporate Transaction") or,
if consummation of such Corporate Transaction is subject, at the time of such
approval by shareholders, to the consent of any government or governmental
agency, obtaining of such consent (either explicitly or implicitly by
consummation); excluding however, such a Corporate Transaction pursuant to which
(1) all or substantially all of the individuals and entities who are the
beneficial owners, respectively, of the Outstanding Corporation Common Stock and
Outstanding Corporation Voting Securities immediately prior to such Corporate
Transaction will beneficially own, directly or indirectly, more than 60% of,
respectively, the outstanding shares of common stock, and the combined voting
power of the then outstanding voting securities entitled to vote generally in
the election of directors, as the case may be, of the corporation resulting from
such Corporate Transaction (including, without limitation, a corporation which
as a result of such transaction owns the Corporation or all or substantially all
of the Corporation's assets either directly or through one or more subsidiaries)
in substantially the same proportions as their ownership, immediately prior to
such Corporate Transaction, of the Outstanding Corporation Common Stock and
Outstanding Corporation Voting Securities, as the case may be, (2) no Person
(other than the Corporation, any employee benefit plan (or related trust) of the
Corporation or such corporation resulting from such Corporate Transaction) will
beneficially own, directly or indirectly, 20% or more of, respectively, the
outstanding shares of common stock of the corporation resulting from such
Corporate Transaction or the combined voting power of the outstanding voting
securities of such corporation entitled to vote generally in the election of
directors except to the extent that such ownership existed prior to the
Corporate Transaction, and (3) individuals who were members of the Incumbent
Board will constitute at least a majority of the members of the board of
directors of the corporation resulting from such Corporate Transaction; or
 
               (iv) the approval by the stockholders of the Corporation of a
complete liquidation or dissolution of the Corporation.
 
             (c) Change in Control Price. For purposes of the Plan, "Change in
Control Price" means the higher of (i) the highest reported sales price, regular
way, of a Share in any transaction reported on the New York Stock Exchange
Composite Tape or other national exchange on which such Shares are listed or on
NASDAQ during the 60-day period prior to and including the date of a Change in
Control or (ii) if the Change in Control is the result of a tender or exchange
offer or a Corporate Transaction, the highest price per Share paid in such
tender or exchange offer or Corporate Transaction; provided, however, that in
the case of Incentive Stock Options and Stock Appreciation Rights relating to
Incentive Stock Options, the Change in Control Price shall be in all cases the
Fair Market Value of the Shares on the date such Incentive Stock Option or Stock
Appreciation Right (or related cash-out right under Section 6.04(f)) is
exercised. To the extent that the consideration paid in any such transaction
described above consists all or in part of securities or other noncash
consideration, the value of such securities or other noncash consideration shall
be determined in the sole discretion of the Board. 
 
 
SECTION 10. ADJUSTMENT PROVISIONS. In the event that the Committee shall
determine that any dividend or other distribution (whether in the form of cash,
Shares or other property), recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, spin-off, combination, repurchase or
share exchange, or other similar corporate transaction or event, affects the
Shares such that an adjustment is determined by the Committee to be appropriate
in order to prevent dilution or enlargement of the rights of Participants under
the Plan, then the Committee shall, in such manner as it may deem equitable,
make any adjustments it deems appropriate (including, without limitation,
adjustments to the share limitations contained in Section 4 and to the terms of
then-outstanding Awards). In addition, the Committee is authorized to make such
adjustments as it deems appropriate in the terms and conditions of, and the
criteria included in, Awards in recognition of unusual or nonrecurring events
(including, without limitation, events described in the preceding sentence)
affecting the Corporation or any Subsidiary or Affiliate or the financial
statements
 
 
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<PAGE>   6
of the Corporation or any Subsidiary or Affiliate, or in response to changes in
applicable laws, regulations or accounting principles.
 
SECTION 11.  CHANGES TO THE PLAN AND AWARDS.
 
       11.01. Changes to the Plan. The Board may amend, alter, suspend,
discontinue or terminate the Plan without the consent of shareholders or
Participants, except as is required by any federal or state law or regulation or
the rules of any stock exchange on which the Shares may be listed, or if the
Board in its discretion determines that obtaining such shareholder approval is
for any reason advisable; provided, however, that, without the consent of an
affected Participant, no amendment, alteration, suspension, discontinuation or
termination of the Plan may impair the rights of such Participant under any
Award theretofore granted to such Participant.
 
       11.02. Changes to Awards. The Committee may waive any conditions or
rights under, or amend, alter, accelerate, suspend, discontinue or terminate,
any Award theretofore granted and any Award Agreement relating thereto;
provided, however, that, without the consent of an affected Participant, no such
amendment, alteration, suspension, discontinuation or termination of any Award
may impair the rights of such Participant under such Award; and provided,
further, that no amendment or alteration may be effective with respect to a
Qualified Performance-Based Award if and to the extent it would cause such Award
to cease to qualify for the Section 162(m) Exemption.
 
SECTION  12.  GENERAL PROVISIONS.
 
       12.01. No Rights to Awards. No Participant, officer, employee or director
shall have any claim to be granted any Award under the Plan, and there is no
obligation for uniformity of treatment of Participants or any other persons.
 
       12.02. No Shareholder Rights. No Award shall confer on any Participant
any of the rights of a shareholder of the Corporation unless and until Shares
are duly issued or transferred to the Participant in accordance with the terms
of the Award.
 
       12.03. Dividends. The recipient of any Award may, if so determined by the
Committee, be entitled to receive on a current or deferred basis, dividends or
Dividend Equivalents, with respect to the number of Shares covered by the Award.
 
       12.04. Tax Withholding. The Corporation or any Subsidiary or Affiliate is
authorized to withhold from any award granted, any payment relating to an Award
under the Plan (including from a distribution of Shares) or any payroll or other
payment to a Participant, amounts of withholding and other taxes due with
respect thereto, its exercise or any payment thereunder, and to take such other
action as the Committee may deem necessary or advisable to enable the
Corporation and Participants to satisfy obligations for the payment of
withholding taxes and other tax liabilities relating to any Award. This
authority shall include authority to withhold or receive Shares or other
property and to make cash payments in respect thereof in satisfaction of a
Participant's tax obligations.
 
       12.05. No Right to Employment. Nothing contained in the Plan or any Award
Agreement shall confer, and no grant of an Award shall be construed as
conferring, upon any employee any right to continue in the employ of the
Corporation or any Subsidiary or Affiliate or to interfere in any way with the
right of the Corporation or any Subsidiary or Affiliate to terminate the
employee's employment at any time or increase or decrease the employee's
compensation from the rate in existence at the time of granting of an Award.
 
       12.06. Unfunded Status of Awards. The Plan is intended to constitute an
"unfunded" plan for incentive and deferred compensation. Nothing contained in
the Plan, any Award Agreement or any Award shall give any such Participant any
rights that are greater than those of an unsecured general creditor of the
Corporation.
 
       12.07. Other Compensatory Arrangements. The Corporation or any Subsidiary
or Affiliate shall be permitted to adopt other or additional compensation
arrangements (which may include arrangements which relate to Awards), and such
arrangements may be either generally applicable or applicable only in specific
cases.
 
       12.08. Fractional Shares. No fractional Shares shall be issued or
delivered pursuant to the Plan or any Award. The Committee shall determine
whether cash, other Awards or other property shall be issued or paid in lieu of
fractional Shares or whether such fractional Shares or any rights thereto shall
be forfeited or otherwise eliminated.
 
       12.09. Governing Law. The validity, construction and effect of the Plan,
any rules and regulations relating to the Plan, any action taken pursuant to the
Plan and any Award Agreement shall be governed by the laws of the State of
Missouri, without giving effect to principles of conflicts of laws, and
applicable federal law.
 
       12.10. Tax Offset Bonuses. At the time an Award is made under the Plan or
at any time thereafter, the Committee may grant to the Participant receiving
such Award the right to receive a cash payment in an amount specified by the
Committee, to be paid at such time or times (if ever) as the Award results in
compensation income to the Participant, for the purpose of assisting the
Participant to pay the resulting taxes, all as determined by the Committee and
on such other terms and conditions as the Committee shall determine.
 
SECTION 13. LAWS AND REGULATIONS. The Plan, the granting and exercising of
Awards thereunder and the other obligations of the Corporation under the Plan
shall be subject to all applicable federal and state laws, rules and 
 
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<PAGE>   7
 
 
 
regulations and to such approvals by any regulatory or governmental agency as
may be required. The Corporation, in its discretion, may postpone the granting
and exercising of Awards, the issuance or delivery of Shares under any Award or
any other action permitted under the Plan to permit the Corporation, with
reasonable diligence, to complete any stock exchange listing or registration or
qualification of such Shares or other required action under any federal or state
law, rule or regulation and may require any participant to make such
representations and furnish such information as it may consider appropriate in
connection with the issuance of delivery of Shares in compliance with applicable
laws, rules and regulations. The Corporation shall not be obligated by virtue of
any provision of the Plan to recognize the exercise of any Award or to otherwise
sell or issue Shares in violation of any such laws, rules, or regulations; and
any postponement of the exercise or settlement of any Award under this provision
shall not extend the term of such Award, and neither the Corporation nor its
directors or officers shall have any obligation or liability to any Participant
with respect to any Award (or stock issuable thereunder) that shall lapse
because of such postponement.
 
SECTION 14. EFFECTIVE DATE. The Plan shall become effective on April 1, 1998;
provided that the effectiveness of the Plan shall be subject to the approval of
the Plan by the affirmative vote of the holders of a majority of the Shares
present or represented and entitled to vote at the next following meeting of the
Corporation's shareholders. The Committee shall have the authority to grant
Awards prior to such approval; provided that the effectiveness of such Awards
shall be subject to such shareholder approval of the Plan. The Plan shall
terminate ten years after its effective date, subject to earlier termination by
the Board pursuant to Section 11, after which no Awards may be made under the
Plan, but any such termination shall not affect Awards then outstanding or the
authority of the Committee to continue to administer the Plan.
 
 
 
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FIRST AMENDMENT TO THE

AMEREN CORPORATION LONG-TERM INCENTIVE PLAN OF 1998

 

 

WHEREAS, Ameren Corporation (“Ameren”) previously adopted the Ameren Corporation Long-Term Incentive Plan of 1998 (“Plan”); and

 

WHEREAS, Ameren wishes to amend the Change in Control provision in the Plan effective for Awards granted after December 31, 2005;

 

NOW, THEREFORE, effective solely for Awards of Performance Units granted after December 31, 2005, Section 9 of the Plan shall not be applicable and the provisions of Section 9 are replaced by the following:

 

SECTION 9

CHANGE IN CONTROL

 

(a) Impact of Event. Notwithstanding any other provision of the Plan to the contrary, in the event of a Change in Control, all Performance Units shall be administered in the manner provided under the Award Agreement.

 

(b) Definition of Change in Control. For purposes of the Plan, a “Change in Control” shall mean the happening of any of the following events:

 

(i)  The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (x) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (y) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control: (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (D) any acquisition by any corporation pursuant to a transaction which complies with clauses (A), (B) and (C) of paragraph (iii) below; or

 

(ii)  Individuals who, as of the Effective Date of this Plan, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of (A) an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or

 

 

 


 

 

on behalf of a Person other than the Board or (B) any agreement intended to avoid or settle any election contest; or

 

(iii)  Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another corporation (a “Business Combination”), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

 

(iv)  Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

 

Notwithstanding the foregoing, a Change of Control shall not be deemed to occur solely because any Person (the “Subject Person”) acquired beneficial ownership of more than the permitted amount of the then Outstanding Company Common Stock or the Outstanding Company Voting Securities as a result of the acquisition of shares of common stock or voting securities by the Company which, by reducing the number of shares of Outstanding Company Common Stock or the Outstanding Company Voting Securities, increases the proportional number of shares beneficially owned by the Subject Persons, provided that if a Change of Control would occur (but for the operation of this sentence) as a result of the acquisition of shares of Outstanding Company Common Stock or the Outstanding Company Voting Securities by the Company, and after such share acquisition by the Company, the Subject Person becomes the beneficial owner of any additional shares of Outstanding Company Common Stock or the Outstanding Company Voting Securities which increases the percentage of the then Outstanding Company Common Stock or the Outstanding Company Voting Securities beneficially owned by the Subject Person, then a Change of Control shall occur.

 

 

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