UNION ELECTRIC COMPANY
LONG TERM INCENTIVE PLAN OF 1995
SECTION 1. PURPOSE. The purpose of this Long Term Incentive Plan of 1995 (the "Plan") of Union Electric
Company (together with any successor thereto, the "Company") is (1) to increase incentive to enhance the value
of the Company for the benefit of its customers and shareholders; (2) to encourage management to further
develop an interest in the long-term growth and performance of the Company; and (3) to aid in the attraction and
retention of qualified personnel.
SECTION 2. DEFINITIONS. In addition to the terms defined elsewhere in the Plan, the following shall be
defined terms under the Plan:
"Award" means any Performance Award, 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
"Board" means the Board of Directors of the Company.
"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 shall be constituted to permit the Plan to comply with Rule 16b-3 under the Exchange Act.
"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